SecProbe.io

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 December 17, 2025

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, 2024
 FIled May 15, 2025
 File No. 000-26046
Dear Zhu Youyi:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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VIA EDGAR

October 6, 2025

Mr. Brian McAllister

Ms. Shannon Buskirk

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  China Natural Resources, Inc.

                                                                                Form 20-F for the Fiscal Year Ended December 31, 2024

                                                                                Filed May 15, 2025

                                                                                File No. 000-26046

Dear Mr. McAllister and Ms. Buskirk,

This letter sets forth the Company’s responses
to the comments contained in the letter dated August 7, 2025 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2024 filed
with the Commission on May 15, 2025 (the “2024 Form 20-F”). The Staff’s comments are repeated below in bold and
are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning
ascribed to such terms in the 2024 Form 20-F.

Form 20-F for the fiscal year ended December 31, 2024

Item 16F. Changes in Registrant's Certifying Accountant, page
78

 1. You disclose that a copy of EY’s letter dated April 8, 2025, is attached as Exhibit 16.1. Please amend and file the former
accountant’s letter as an exhibit to your annual report.

Response: The Company acknowledges the Staff’s comment and respectfully
file the former accountant’s letter as Exhibit 16.1 to the 2024 Form 20-F/A.

Appendix A Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page
F-2

 2. Please amend to have your auditors revise the first paragraph of their report to include the consolidated statement of profit or
loss when they identify each financial statement and schedule that has been audited, as required by PCAOB Auditing Standard (AS) 3101.08.b.
Also revise the second paragraph to disclose that all these factors raise “substantial doubt” about the company’s ability
to continue as a going concern, as required by paragraph 18.a. of the Auditing Standard. You may also refer to PCAOB AS 2415.12 through
2415.13.

Response: The Company acknowledges the Staff’s comment and respectfully
revised the audit report accordingly.

* * * *

If you have any additional questions or comments
regarding the 2024 Form 20-F, please contact the undersigned at +86 10 8551 1066 or the Company’s U.S. counsel, Richard Chang of
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +86 10 5680 3969 or rchang@gunder.com.

     Very truly yours,

    /s/ Zhu Youyi

    Zhu Youyi

    Chief Financial Officer

cc: Richard Chang, Esq., Partner, Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP

September 22, 2025
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, 2024
FIled May 15, 2025
File No. 000-26046
Dear Zhu Youyi:
            We issued comments to you on the above captioned filing on August 7, 2025. As of
the date of this letter, these comments remain outstanding and unresolved. We expect you to
provide a complete, substantive response to these comments by October 6, 2025.
            If you do not respond, we will, consistent with our obligations under the federal
securities laws, decide how we will seek to resolve material outstanding comments and
complete our review of your filing and your disclosure. Among other things, we may decide
to release publicly, through the agency's EDGAR system, all correspondence, including this
letter, relating to the review of your filings, consistent with the staff's decision to publicly
release comment and response letters relating to disclosure filings it has reviewed.
            Please contact Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

August 7, 2025
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, 2024
FIled May 15, 2025
File No. 000-26046
Dear Zhu Youyi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the fiscal year ended December 31, 2024
Item 16F. Changes in Registrant's Certifying Accountant, page 78
1.You disclose that a copy of EY’s letter dated April 8, 2025, is attached as Exhibit
16.1. Please amend and file the former accountant’s letter as an exhibit to your annual
report.
Appendix A Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2.Please amend to have your auditors revise the first paragraph of their report to include
the consolidated statement of profit or loss when they identify each financial
statement and schedule that has been audited, as required by PCAOB Auditing
Standard (AS) 3101.08.b.  Also revise the second paragraph to disclose that all these
factors raise “substantial doubt” about the company’s ability to continue as a going
concern, as required by paragraph 18.a. of the Auditing Standard. You may also refer
to PCAOB AS 2415.12 through 2415.13.

August 7, 2025
Page 2
            In closing, 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 Brian McAllister at 202-551-3341 or Shannon Buskirk at 202-551-
3717 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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February 25, 2025

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Claudia Rios

  Kevin Dougherty

    Re:
    China Natural Resources, Inc. (CIK: 0000793628)

    Post-Effective Amendment No. 2 to Form F-1
(File No. 333-278037)

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the
Securities Act of 1933, as amended, China Natural Resources, Inc. (the “Company”) hereby respectfully requests that
the effectiveness of the above-referenced Post-Effective Amendment No. 2 to Form F-1 (File No. 333-278037) be accelerated by the Securities
and Exchange Commission so that it will become effective at 4:00 p.m., Eastern Time, on February 27, 2025, or as soon thereafter as practicable.

Please contact Richard J. Chang of Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +8610 5680 3969 or rchang@gunder.com
with any questions you may have. In addition, please notify Mr. Chang when this request for acceleration has been granted.

[Signature page
follows]

    Yours sincerely,

    China Natural Resources, Inc.

    By:

    /s/ Youyi Zhu

    Name:

    Youyi Zhu

    Title:

    Chief Financial Officer

    cc:
    Richard J. Chang

    Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

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Correspondence

VIA EDGAR

January 27, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention:  Claudia Rios

                                                                                Kevin Dougherty

    Re:

    China Natural Resources, Inc.

    Post-Effective Amendment No. 1 to Form F-1

    Filed December 31, 2024

    File No. 333-278037

Ladies and Gentlemen,

On behalf of China Natural Resources Inc. (the
“Company”), we are hereby submitting this letter to the Securities and Exchange Commission (the “SEC”)
via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated January 14, 2025 (the “Comment
Letter”), pertaining to the Company’s above-referenced Post-Effective Amendment No. 1 to Form F-1 (“Post-Effective
Amendment No. 1”) filed on December 31, 2024. Concurrently with the submission of this letter, the Company is filing Post-Effective
Amendment No. 2 to Form F-1 (“Post-Effective Amendment No. 2”) via EDGAR to the Commission. The Company expects to
file acceleration requests to have the registration statement declared effective as soon as the outstanding comments are resolved.

Set forth below are the Company’s responses
to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently
verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used
in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined
herein have the meanings set forth in the Form F-1.

Post-Effective Amendment No.1 to Form F-1

Compensation

    1.
    Please revise your registration statement to include executive compensation disclosure for the fiscal year ended December 31, 2024. Refer to Part I, Item 4.a of Form F-1 and Part I, Item 6.B of Form 20-F:

Response:

The Company acknowledges
the Staff’s comment and respectfully submits that the Company has revised its disclosure on page 96 of the Post-Effective Amendment
No. 2 to Form F-1.

General

    2.
    We note that in your Forms 6-Ks filed on July 12, 2024 and January 6, 2025 you disclose that you received a notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid price for listed stock pursuant to its rules for continued listing. Please revise the Summary to describe this notice and include disclosure in the Risk Factor section describing the risks related to this notice and the risks of a potential delisting.

Response:

In response to the Staff’s
comment, the Company has revised its disclosure on pages 6, 10, and 41 of Post-Effective Amendment No. 2 to Form F-1.

*****

Please contact the undersigned at +8610-5680-3969
or via email at rchang@gunder.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Richard J. Chang

Richard J. Chang, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP

cc: Youyi ZHU, Chief Financial Officer, China Natural
Resources Inc.

January 14, 2025
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
011-852 - 2810-7205
Re:China Natural Resources, Inc.
Post-Effective Amendment No. 1 to Form F-1
Filed December 31, 2024
File No. 333-278037
Dear Zhu Youyi:
            We have conducted a limited review of your post-effective amendment and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 registration statement and the information
you provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Form F-1
Compensation, page 95
1.Please revise your registration statement to include executive compensation
disclosure for the fiscal year ended December 31, 2024. Refer to Part I, Item 4.a of
Form F-1 and Part I, Item 6.B of Form 20-F.
General
We note that in your Forms 6-Ks filed on July 12, 2024 and January 6, 2025 you
disclose that you received a notice of non-compliance with the Nasdaq requirements
pertaining to the minimum bid price for listed stock pursuant to its rules for continued
listing. Please revise the Summary to describe this notice and include disclosure in the 2.

January 14, 2025
Page 2
Risk Factor section describing the risks related to this notice and the risks of a
potential delisting.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Chang, Esq.

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Correspondence

China Natural Resources, Inc.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

July 1, 2024

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

    Re:
    China Natural Resources, Inc.

    Registration Statement on Form F-1

    File No. 333-278037

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, China
Natural Resources, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on
Form F-1 (File No. 333-278037), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on July
3, 2024, or as soon as practicable thereafter.

    CHINA NATURAL RESOURCES, INC.

    By:
    /s/ Zhu Youyi

    Name:
    Zhu Youyi

    Title:
    Chief Financial Officer and Company Secretary

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Correspondence

VIA EDGAR

June 21, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Liz Packebusch

    Re:

    China Natural Resources Inc.

    Amendment No. 1 to Registration Statement on
    Form F-1

    Filed May 24, 2024

    File No. 333-278037

Ladies and Gentlemen,

On behalf of China Natural Resources Inc.
(the “Company”), we are hereby submitting this letter to the Securities and Exchange Commission (the
“SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated June 4, 2024 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1 to
the Registration Statement on Form F-1 (“Amendment No. 1”) filed on May 24, 2024. Concurrently with the
submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement on Form F-1 (“Amendment No
.2”) via EDGAR to the Commission.

Set forth below are the Company’s responses
to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently
verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used
in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined
herein have the meanings set forth in the Form F-1.

Amendment No.1 to Registration Statement
on Form F-1 filed May 24, 2024

General

    1.
    We note your response to prior comment one, including your added disclosure that:

“Based on the opinion of our PRC
legal counsel, solely for purpose of registration of up to 1,190,297 Common Shares issuable from the exercise of the Warrants for resale
as described in this prospectus (the “Warrant Shares Resale Registration”), we are not required to complete the CSRC filing
procedures and obtain the CSRC approval under the Trial Measures, because the Warrant Shares Resale Registration does not involve issuance
of new securities of our Company in addition to those previously included in our filing with the CSRC on February 26, 2024 for the issuance
of the Warrants in connection with the February 2024 Registered Offering. We may be required to report to, or file with, the CSRC when,
and if, the Common Shares underlying the Warrants are issued upon exercise of the Warrants by holders of the Warrants in the future, and
the Company undertakes that it will correspond with the CSRC in advance of such occasions about the applicable procedures and requirements
as instructed by the CSRC.”

Please revise to better explain why
you believe you may be required to file with the CSRC in the future. In this regard we note that the first sentence of your disclosure
above indicates that the CSRC would not treat this offering as a new issuance of securities, but the second sentence suggests that it
might. To the extent you do believe you may be required to file with the CSRC in the future, please clarify how you will advise investors
in this offering of any CSRC review. Also, to the extent you have made, and will make, revisions to your disclosure on the cover and at
page 23, please similarly make revisions under your subheading “CSRC Filing Requirements” at page 7.

The Company acknowledges
the Staff’s comment and respectfully submits that, as advised by its PRC legal counsel, it is not required to submit further filings
with the CSRC under the Trial Measures in connection with any future sale of up to 1,190,297 Common Shares issuable upon exercise of the
Warrants by holders of the Warrants as described in the prospectus. According to the Trial Measures, if an overseas-listed issuer plans
to conduct a follow-on offering of securities in the same overseas market in multiple tranches, it is required to complete the filing
with the CSRC only at the time of the initial issuance, specifying the total number of securities intended to be issued in this offering,
and subsequent issuances within the authorized issuance limit do not require separate filings; the overseas-listed issuer will only be
required to submit a summary report to the CSRC upon completion of the authorized issuance, which includes a report of all tranches issued
under the authorized issuance limit.

The Company has included
the Warrants in its filing with the CSRC on February 26, 2024, in connection with the February 2024 Registered Offering. In case of subsequent
exercises of the Warrants by holders of the Warrants, where the issuances of the Common Shares upon such exercises are within the previously
filed and authorized issuance limit, separate filings for such exercises in the future are not required under the Trial Measures. The
Company shall only be required to provide a summary report upon the completion of the remaining issuances within the authorized limit
specified in our filing with the CSRC on February 26, 2024.

The Company respectfully
advises that it has revised the relevant disclosures on the prospectus cover page, pages 7 and 23 of Amendment No. 2.

*****

Please contact the undersigned at +8610-5680-3969
or via email at rchang@gunder.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Richard J. Chang

Richard J. Chang, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP

cc: Youyi ZHU, Chief Financial Officer, China Natural
Resources Inc.

United States securities and exchange commission logo
June 4, 2024
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.
Amendment No. 1 to Registration Statement on Form F-1
Filed May 24, 2024
File No. 333-278037
Dear Zhu Youyi:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 8, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed May 24, 2024
General
1.We note your response to prior comment one, including your added disclosure that:

"Based on the opinion of our PRC legal counsel, solely for purpose of registration of up to
1,190,297 Common Shares issuable from the exercise of the Warrants for resale as
described in this prospectus (the "Warrant Shares Resale Registration"), we are not
required to complete the CSRC filing procedures and obtain the CSRC approval under the
Trial Measures, because the Warrant Shares Resale Registration does not involve issuance
of new securities of our Company in addition to those previously included in our filing
with the CSRC on February 26, 2024 for the issuance of the Warrants in connection with
the February 2024 Registered Offering. We may be required to report to, or file with, the

 FirstName LastNameZhu Youyi
 Comapany NameChina Natural Resources, Inc.
 June 4, 2024 Page 2
 FirstName LastName
Zhu Youyi
China Natural Resources, Inc.
June 4, 2024
Page 2
CSRC when, and if, the Common Shares underlying the Warrants are issued upon
exercise of the Warrants by holders of the Warrants in the future, and the Company
undertakes that it will correspond with the CSRC in advance of such occasions about the
applicable reporting or filing procedures and requirements and will then follow these
procedures and requirements as instructed by the CSRC."

Please revise to better explain why you believe you may be required to file with the CSRC
in the future. In this regard we note that the first sentence of your disclosure above
indicates that the CSRC would not treat this offering as a new issuance of securities, but
the second sentence suggests that it might. To the extent you do believe you may be
required to file with the CSRC in the future, please clarify how you will advise investors
in this offering of any CSRC review. Also, to the extent you have made, and will make,
revisions to your disclosure on the cover and at page 23, please similarly make revisions
under your subheading "CSRC Filing Requirements" at page 7.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Chang

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Correspondence

VIA EDGAR

May 24, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Liz Packebusch and Daniel Morris

    Re:

    China Natural Resources Inc.

    Registration Statement on Form F-1

    Filed March 18, 2024

    File No. 333-278037

Ladies and Gentlemen,

On behalf of China Natural Resources Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”)
via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated April 8, 2024 (the “Comment
Letter”), pertaining to the Company’s above-referenced Registration Statement on Form F-1 (the “Form F-1”).
In connection with such responses, the Company is concurrently filing Amendment No. 1 to the Form F-1 (the “Amendment”).

Set forth below are the Company’s responses
to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have not independently
verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings used
in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined
herein have the meanings set forth in the Form F-1.

Registration Statement on Form F-1 filed
March 18, 2024

General

 1. We note Section 1.2 of counsel's PRC Legal Opinion at Exhibit 99.2 states, “We are of the opinion that solely for the purpose
of this Warrants Shares Resale Registration, the Company is not required to perform the filing procedures with the CSRC prior to the exercise
of the warrants.” We further note disclosure on your prospectus cover page stating that the Company shall make filings on the offering
with the CSRC within three working days after the offering is completed, and risk factor disclosure at page 24 stating that, based on
the Trial Measures of Overseas Listing, if the Company issues new securities in the future, you need to fulfill the CSRC filing procedures.
Please revise to clarify, with respect to this offering, whether, and if so, when, you are required to make a filing with the CSRC under
the Trial Measures.

In response to the Staff’s
comment, the Company respectfully submits that, according to the opinion of the Company’s PRC legal counsel, solely for purpose
of registration of up to 1,190,297 Common Shares issuable from the exercise of the Warrants for resale as described in this prospectus
(the "Warrant Shares Resale Registration"), it is not required to complete the CSRC filing procedures and obtain the CSRC approval
under the Trial Measures, because the Warrant Shares Resale Registration does not involve issuance of new securities of the Company in
addition to those previously included in our filing with the CSRC on February 26, 2024 for the issuance of the Warrants in connection
with the February 2024 Registered Offering. It may be required to report to, or file with, the CSRC when, and if, the Common Shares underlying
the Warrants are issued upon exercise of the Warrants by holders of the Warrants in the future, and the Company undertakes that it will
correspond with the CSRC in advance of such occasions about the applicable reporting or filing procedures and requirements and will then
follow these procedures and requirements as instructed by the CSRC. Accordingly, the Company has revised the disclosure on the prospectus
cover page and page 23 of the Amendment.

 2. In comparing your China-based companies disclosure against your most recent Form F-3 (File No. 333-268454) we note certain changes
to your disclosure appearing on the cover page, in your Prospectus Summary and Risk Factor sections relating to legal and operational
risks associated with operating in the PRC. It is unclear to us that there have been changes in the regulatory environment in the PRC
since that Form F-3 went effective on February 10, 2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,”
“controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership
of voting securities, by contract, or otherwise.” We do not believe, for instance, that disclosure referencing the PRC government’s
"significant authority" conveys the same risk. We note further that the Division's Sample Letters to China-Based Companies also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China can
change quickly with little advance notice. Please restore your disclosures in these areas to the disclosures as they existed in the Form
F-3 effective as of February 10, 2023.

The Company acknowledges
the Staff’s comment and has revised the disclosure on the prospectus cover page and pages 3 and 18 of the Amendment accordingly.

 3. Please update your financial statements and corresponding financial information throughout the filing to comply with Item 8.A.4
of Form 20-F pursuant to the requirements outlined within Item 4 of Form F-1.

The Company respectfully
advises the Staff that it has amended the disclosure to comply with Item 8.A.4 of Form 20-F pursuant to the requirements outlined within
Item 4 of Form F-1 in the Amendment.

*****

Please contact the undersigned at +8610-5680-3969
or via email at rchang@gunder.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/ Richard J. Chang

Richard J. Chang, Esq.

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP

cc: Youyi ZHU, Chief Financial Officer, China Natural
Resources Inc.

United States securities and exchange commission logo
April 8, 2024
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.
Registration Statement on Form F-1
Filed March 18, 2024
File No. 333-278037
Dear Zhu Youyi:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed March 18, 2024
General
1.We note Section 1.2 of counsel's PRC Legal Opinion at Exhibit 99.2 states, "We are of the
opinion that solely for the purpose of this Warrants Shares Resale Registration, the
Company is not required to perform the filing procedures with the CSRC prior to the
exercise of the warrants." We further note disclosure on your prospectus cover page
stating that the Company shall make filings on the offering with the CSRC within three
working days after the offering is completed, and risk factor disclosure at page 24 stating
that, based on the Trial Measures of Overseas Listing, if the Company issues new
securities in the future, you need to fulfill the CSRC filing procedures. Please revise to
clarify, with respect to this offering, whether, and if so, when, you are required to make a
filing with the CSRC under the Trial Measures.

 FirstName LastNameZhu Youyi
 Comapany NameChina Natural Resources, Inc.
 April 8, 2024 Page 2
 FirstName LastName
Zhu Youyi
China Natural Resources, Inc.
April 8, 2024
Page 2
2.In comparing your China-based companies disclosure against your most recent Form F-3
(File No. 333-268454) we note certain changes to your disclosure appearing on the cover
page, in your Prospectus Summary and Risk Factor sections relating to legal and
operational risks associated with operating in the PRC. It is unclear to us that there have
been changes in the regulatory environment in the PRC since that Form F-3 went effective
on February 10, 2023, warranting revised disclosure to mitigate the challenges you face
and related disclosures. We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) as defined in Securities Act Rule 405 means “the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” We do not
believe, for instance, that disclosure referencing the PRC government’s "significant
authority" conveys the same risk. We note further that the Division's Sample Letters to
China-Based Companies also sought specific disclosures relating to uncertainties
regarding the enforcement of laws and that the rules and regulations in China can change
quickly with little advance notice. Please restore your disclosures in these areas to the
disclosures as they existed in the Form F-3 effective as of February 10, 2023.
3.Please update your financial statements and corresponding financial information
throughout the filing to comply with Item 8.A.4 of Form 20-F pursuant to the
requirements outlined within Item 4 of Form F-1.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Daniel Morris, Legal
Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Chang

United States securities and exchange commission logo
November 6, 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
File No. 000-26046
Dear Zhu Youyi:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Richard J. Chang

CORRESP
1
filename1.htm

Correspondence

VIA EDGAR

September 28, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Jimmy McNamara and Christopher
Dunham

Re:  China
                                            Natural Resources Inc.

                                                                                Amendment
                                            No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022

                                                                                Filed
                                            August 31, 2023

                                                                                File
                                            No. 000-26046

Ladies and Gentlemen,

On behalf of
China Natural Resources Inc. (the “Company”), we are submitting this letter to the Securities and Exchange Commission
(the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated September 15, 2023 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No.
1 to annual report on Form 20-F (the “Amended Annual Report”). In connection with such responses, the Company is concurrently
filing Amendment No. 2 to the Form 20-F (the “Second Amended Annual Report”).

For your convenience,
the Staff’s comments are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company.
Unless otherwise indicated, page references in the responses correspond to the page numbers in the Amended Annual Report, and page references
otherwise correspond to the page numbers in the Annual Report. Capitalized terms used in this letter but otherwise not defined herein
shall have the meanings set forth in the Amended Annual Report.

Amendment
No.1 to Form 20-F for the Fiscal Year Ended December 31, 2022

General

 1. We
                                            re-issue comment 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).

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

September 28, 2023

Page 2

We
respectfully advise the staff that as of May 15, 2023, the date on which our Form 20-F for the Fiscal Year Ended December 31, 2022 (“Form
20-F”) was filed, our counsel and us have reviewed our register of members, all schedule 13D/Gs and other public filings made by
its shareholders, and questionnaires filled out and signed by our directors and officers to come to the conclusion that as of May 15,
2023, to our knowledge, the Company is not owned or controlled by a governmental entity in the People’s Republic of China (the
“PRC”), the British Virgin Islands (the “BVI”) or Hong Kong Special Administrative Region (“Hong Kong”).

In
connection with the required submission under paragraph (a) and the required disclosure under (b)(3) of Item 16I, the Company relied
on an examination of the Company’s register of members, Schedules 13D, Schedules 13G and other filings made by its shareholders.
Because major shareholders of the Company are legally obligated to file beneficial ownership schedules with the SEC, the Company believes
such reliance is reasonable and sufficient. Based on the examination of the Company’s register of members and the public filings,
nothing comes to the attention of the Company that makes the Company believe that any such major shareholder was owned or controlled
by a governmental entity of the PRC, the BVI, or Hong Kong. In particular, the Company’s largest beneficial owner was Mr. LI Feilie,
who directly and indirectly through Feishang Group Limited, a British Virgin Islands company wholly owned by Mr. LI, held 5,371,553 common
shares or 65.52% of the Company’s aggregate voting power. Mr. LI was the former Chairman and CEO of the Company. Mr. LI served
as the sole shareholder, director and officer of Feishang Group Limited.

Furthermore,
as of the date of the Original Filing, the directors and officers of the Company consist of: Wong Wah On Edward, Tam Cheuk Ho, Zhu Youyi,
Zou Yu, Peng Wenlie, Lam Kwan Sing, Ng Kin Sing, Yip Wing Hang and Li Feilie. None of the Company’s directors or officers are representatives
of any government entity in the PRC, the BVI, or Hong Kong.

Based
on the foregoing, the Company believes that it is not owned or controlled by a governmental entity of the PRC, the BVI, or Hong Kong
and that the governmental entities in the PRC, the BVI, or Hong Kong do not have a controlling financial interest in the Company.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

September 28, 2023

Page 3

In
connection with the required disclosure under paragraph (b)(2) of Item 16I, the Company respectfully submits that, based on its register
of members as of May 7, 2023, the record holders of its common shares included: (i) Feishang Group Limited and Mr. LI Feilie, (ii) Cede
& Co, (iii) certain other institutional investors that beneficially own common shares that in aggregate amount to approximately 2.64%
of the Company’s total outstanding common shares as of May 7, 2023, (iv) certain directors and officers of the Company that beneficially
own common shares that in aggregate amount to approximately 1.67% of the Company’s total outstanding common shares as of May 7,
2023, and (v) certain other natural person shareholders that beneficially own common shares that in aggregate amount to approximately
0.01% of the Company’s total outstanding common shares as of May 7, 2023. Cede & Co is the nominee of DTC. It would present
an undue hardship for the Company to identify each public market shareholder due to the large number of such holders. The Company could
only rely on the Schedules 13D, Schedules 13G and the amendments thereto filed by the beneficial owners of 5% or more of the Company’s
shares who hold shares through Cede & Co. Based on such public filings, none of the holders who own 5% or more of the Company’s
shares is a governmental entity in the PRC, the BVI, or Hong Kong. Based on the examination of publicly available information, such as
company registry information of the institutional shareholders and address information of the individual shareholders, as of the date
of the Original Filing, to the best of the Company’s knowledge, no governmental entity in the PRC, the BVI, or Hong Kong owns any
share of any of the Company’s institutional shareholders.

Therefore,
to the best of the Company’s knowledge, no governmental entity in in the PRC, the BVI, or Hong Kong owns any share of the Company.

The
Company respectfully submits that it did not rely upon any legal opinions or third party certifications such as affidavits as the basis
of its submission.

 2. We
                                            note your response to comment 3 and re-issue in part. With respect to (b)(2), please 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), please clarify whether governmental entities have a controlling
                                            financial interest in you or any of your consolidated foreign operating entities.

In
connection with the required disclosures under paragraphs (b)(2) and (b)(3) of Item 16I with respect to the Company’s consolidated
foreign entities, the Company respectfully submits that the jurisdictions in which the Company’s consolidated foreign entities
are incorporated in the PRC, the BVI, and Hong Kong.

As
of the date of the Original Filing, the Company holds 100% equity interests in such consolidated foreign entities except (i) Silver Moon
Technologies Limited, a company organized in the BVI; (ii) Shanghai Onway Environmental Development Co., Limited (“Shanghai Onway”),
a company organized in the PRC; and (iii) Shaoguan Angrui Environmental Technology Development Co., Limited (“Shaoguan Angrui”),
a company organized in the PRC.

 · As
                                            of the date of the Original Filing, the Company directly held 80% equity interest of Silver
                                            Moon Technologies Limited, a company organized in the BVI. Silver Moon is currently inactive.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

September 28, 2023

Page 4

 · As
                                            of the date of the Original Filing, the Company indirectly held 51% equity interest of Shanghai
                                            Onway. Shanghai Onway was a 51%-owned subsidiary of Shenzhen Qianhai Feishang Environmental
                                            Investment Co., Limited (“Shenzhen Qianhai”), a company organized in the PRC
                                            and an indirect wholly-owned subsidiary of the Company as of the date of the Original Filing.
                                            As of the date of the Original Filing, Anxon Envirotech Pte. Ltd (a direct wholly owned subsidiary
                                            of AnnAik Limited, which is listed on the Singapore Stock Exchange under ticker “A52”)
                                            owned 25% equity interest of Shanghai Onway and Shanghai Xingyu Environment Engineering Co.,
                                            Ltd. owned 24% equity interest of Shanghai Onway.

 o Based
                                            on the annual report of AnnAik Limited for the fiscal year 2022 dated April 10, 2023, no
                                            governmental entity in the PRC, the BVI or Hong Kong owns any shares of AnnAik Limited.

 o Based
                                            on the examination of shareholder information which are mandated to be made publicly available,
                                            all equity interest of Shanghai Xingyu Environment Engineering Co., Ltd. is owned by six
                                            individuals and no governmental entity in the PRC, the BVI or Hong Kong owns shares of Shanghai
                                            Xingyu Environment Engineering Co., Ltd.

 · As
                                            of the date of the Original Filing, the Company indirectly held 28.05% equity interest of
                                            Shaoguan Angrui. Shaoguan Angrui was a 55%-owned subsidiary of Shanghai Onway, which in turn
                                            was a 51%-owned subsidiary of Shenzhen Qianhai, an indirect wholly-owned subsidiary of the
                                            Company as of the date of the Original Filing. As of the date of the Original Filing, each
                                            of Guangzhou Ruiyi Environmental Protection Technology Co., Ltd., and Shaoguan Wujiang Runheng
                                            Municipal & Rural Development Investment Co., Ltd. owned 20% equity interest of Shaoguan
                                            Angrui. Each of Guangzhou Ruiyi Environmental Protection Technology Co., Ltd., and Shaoguan
                                            Wujiang Runheng Municipal & Rural Development Investment Co., Ltd. is a PRC state-owned
                                            enterprise.

On
July 28, 2023, the Company entered into a Sale and Purchase Agreement with Feishang Group Limited for the sale of Precise Space-Time
Technology Limited. After the completion of the sale, subsidiaries of Precise Space-Time Technology Limited, including Shanghai Onway,
Zhejiang Xinyu Environmental Technology Co., Limited and Shaoguan Angrui are no longer our consolidated foreign operating entities.

Based
on the examination of publicly available information on the composition of the remaining shareholders of the Company’s consolidated
foreign entities, except as described above, (i) no governmental entities in the PRC, the BVI or Hong Kong own shares of any of the Company’s
consolidated foreign entities, and (ii) no governmental entities in the PRC, the BVI or Hong Kong have a controlling financial interest
in the Company’s consolidated foreign entities.

*****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

September 28, 2023

Page 5

Please contact
the undersigned at +8610-5680-3969 or via email at rchang@gunder.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/
Richard J. Chang, Esq.

Richard J. Chang, Esq.

Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP

cc: 	Youyi ZHU,
Chief Financial Officer, China Natural Resources Inc.

United States securities and exchange commission logo
September 15, 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.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated August 31, 2023
File No. 000-26046
Dear Zhu Youyi:
            We have reviewed your amended annual report and August 31, 2023 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.
            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
July 21, 2023 letter.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
General
1.We re-issue comment 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.We note your response to comment 3 and re-issue in part.  With respect to (b)(2),
please 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

 FirstName LastNameZhu Youyi
 Comapany NameChina Natural Resources Inc.
 September 15, 2023 Page 2
 FirstName LastName
Zhu Youyi
China Natural Resources Inc.
September 15, 2023
Page 2
consolidated operating entities.  With respect to (b)(3), please clarify whether
governmental entities have a controlling financial interest in you or any of your
consolidated foreign operating entities.
            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:       Richard J. Chang

CORRESP
1
filename1.htm

Correspondence

VIA EDGAR

August 31, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Jimmy McNamara and Christopher
Dunham

Re:  China
                                            Natural Resources Inc.

                                                                                Form 20-F for the Fiscal Year Ended December 31, 2022

                                                                                Filed May 15, 2023

                                                                                File No. 000-26046

Ladies and Gentlemen,

On behalf of China Natural Resources Inc. (the
“Company”), we are submitting this letter to the Securities and Exchange Commission (the “SEC”)
via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”), dated July 21, 2023 (the “Comment
Letter”), pertaining to the Company’s above-referenced annual report on Form 20-F (the “Annual Report”).
In connection with such responses, the Company is concurrently filing Amendment No. 1 to the Form 20-F (the “Amendment”).

For your convenience, the Staff’s comments
are summarized in this letter, and each comment is followed by the applicable responses on behalf of the Company. Unless otherwise indicated,
page references in the responses correspond to the page numbers in the Amendment, and page references otherwise correspond to the page
numbers in the Annual Report. Capitalized terms used in this letter but otherwise not defined herein shall have the meanings set forth
in the Amendment.

Form 20-F for the Fiscal Year Ended December
31, 2022

Item 16I. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 85

 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.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

August 31, 2023

Page 2

We respectfully
advise the staff that as of May 15, 2023, the date on which our Annual Report was filed, our counsel and us have reviewed our register
of members, all schedule 13D/Gs and other public filings made by its shareholders, and questionnaires filled out and signed by our directors
and officers to come to the conclusion that as of May 15, 2023, to our knowledge, (i) no governmental entities in the BVI or in the PRC
owned our shares, and (ii) the governmental entities in the PRC did not have a controlling financial interest in us.

    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 certifications such
    as affidavits as the basis for your disclosure.

We
respectfully advise the staff that as of May 15, 2023, the date on which our Annual Report was filed, our counsel and us have reviewed
our register of members, all schedule 13D/Gs and other public filing at the time, and to come to the conclusion that as of May 15, 2023,
none of the members of our Board of Directors was an official of the Chinese Communist Party.

We follow the standard
practice typical for issuers in similar situations as us to confirm if any member of our board or boards of our consolidated foreign
operating entities are officials of the Chinese Communist Party:

    ·
    Prior
    to filing of our  annual reports on Form 20-F we circulate detailed questionnaires for our directors and officers to complete and
    sign, and to provide any back-up statements or documents for their responses.

    ·
    After
    we receive the completed questionnaires from our directors and officers, we check the information and documents provided against
    information we have on hand and public available to verify, to the extent possible, the content of the questionnaires.

    ·
    Then
    we prepare our annual report on Form 20-F based on such available information.

We
respectfully advise the staff that our disclosure to Item 16I of the Annual Report has been amended with our filing of the Amendment
No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022 on August 31, 2023.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

August 31, 2023

Page 3

 · 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.

We
respectfully advise the staff that our disclosure to Item 16I of the Annual Report has been amended with our filing of the Amendment.

 · 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.

We
respectfully advise the staff that our disclosure to Item 16I of the Annual Report has been amended with our filing of the Amendment.

 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
respectfully advise the staff that our disclosure to Item 16I of the Annual Report has been amended with our filing of the Amendment.

*****

Please contact
the undersigned at +8610-5680-3969 or via email at rchang@gunder.com if you have any questions with respect to the foregoing.

Very truly yours,

/s/	 Richard J. Chang

Richard J. Chang, Esq.

Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP

cc: 	Youyi ZHU,
Chief Financial Officer, China Natural Resources Inc.

CORRESP
1
filename1.htm

Correspondence

  SILICON VALLEY
ANN ARBOR
AUSTIN
BEIJING
BOSTON
LOS ANGELES
NEW YORK
SAN DIEGO
SAN FRANCISCO
SÃO PAULO
SINGAPORE

August 15, 2023

VIA EDGAR TRANSMISSION

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara, Christopher Dunham

 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 Mr.
McNamara and Mr. Dunham:

On behalf of our
client, China Natural Resources Inc., a British Virgin Islands company (the “Company”), we hereby request further extension
of the deadline to submit response to the staff’s comments in the letter of comment, dated July 21, 2023, regarding the above referenced
filings (“Comment Letter”).

Please be advised
that as a result of the Company’s recent sale of Precise Space-Time Technology as disclosed on the Form 6-K dated July 28, 2023
(https://www.sec.gov/Archives/edgar/data/793628/000107997323001013/chnr_6k.htm),
the Company experienced an unexpected delay in gathering response from certain former subsidiaries, and that the Company expects to provide
a response to the staff’s comments on or by September 1, 2023. Accordingly, on behalf of our client, we hereby respectfully request
an extension of the time period required to respond to the staff’s comment until September 1, 2023.

If you have any question
regarding the foregoing, please do not hesitate to contact the undersigned at +8610-5680-3969.

Respectfully submitted,

/s/ Richard J. Chang

Richard J. Chang, Esq.

cc: Zhu Youyi, Chief Financial Officer, China Natural Resources Inc.

CORRESP
1
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Correspondence

  SILICON VALLEY
ANN ARBOR
AUSTIN
BEIJING
BOSTON
LOS ANGELES
NEW YORK
SAN DIEGO
SAN FRANCISCO
SÃO PAULO
SINGAPORE

August
1, 2023

VIA
EDGAR TRANSMISSION

Division
of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara, Christopher Dunham

 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
Mr. McNamara and Mr. Dunham:

On
behalf of our client, China Natural Resources Inc., a British Virgin Islands company (the “Company”), we hereby acknowledge
receipt of your letter of comment, dated July 21, 2023, regarding the above referenced filings (“Comment Letter”). Your Comment
Letter requests the Company to amend its filings and respond to the comments within ten business days or tell you when the Company expects
to provide a response. Please be advised that the Company expects that it will be able to provide a response to the staff’s comments
on or by August 18, 2023. Accordingly, on behalf of our client, we hereby respectfully request an extension of the time period required
to respond to the staff’s comment until August 18, 2023.

If
you have any question regarding the foregoing, please do not hesitate to contact the undersigned at +8610-5680-3969.

Respectfully submitted,

/s/ Richard J. Chang

Richard J. Chang, Esq.

cc: Zhu Youyi, Chief Financial Officer,
China Natural Resources Inc.

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

CORRESP
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China Natural Resources, Inc.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

February 9, 2023

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

    Re:
    China Natural Resources, Inc.

    Registration Statement on Form F-3

    File No. 333-268454

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, China
Natural Resources, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on
Form F-3 (File No. 333-268454), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on February
10, 2023, or as soon as practicable thereafter.

    CHINA NATURAL RESOURCES, INC.

    By:
    /s/ Wong Wah On Edward

    Name:
    Wong Wah On Edward

    Title:
    Chairman and Chief Executive Officer

CORRESP
1
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Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

February 3, 2023

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

    Re:
    China Natural Resources, Inc.

    Amendment No. 1 to Registration Statement on Form F-3

    Filed December 30, 2022

    File No. 333-268454

Dear Ms. Packebusch:

On behalf of China Natural Resources,
Inc., a British Virgin Islands company (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter dated January 11, 2023 (the “Comment Letter”),
relating to the above-referenced filing of the Company’s Amendment No. 1 to Registration Statement on Form F-3 (the “Amended
Form F-3”).

Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have
not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and
the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms
used but not defined herein have the meanings set forth in the Amended Form F-3.

Liz Packebusch

February 3, 2023

Page 2

Amendment No. 1 to Registration
Statement on Form F-3 filed December 30, 2022

Cover Page

 1. Your discussion of limitations on cash transfers appears to be limited to the PRC. Please
revise to also discuss limitations applicable to Hong Kong, given that certain of the entities in your corporate structure
are formed under Hong Kong law. Please make consistent revisions
on page 5.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 5 accordingly.

ENFORCEABILITY OF CIVIL
LIABILITIES, page 43

 2. We note your response to prior comment 8, including revised disclosure stating that all of your
directors are located outside the United States in Hong Kong, and all of your assets and officers are located outside the United States
in the PRC. Please revise to clarify where Mr. Wong Wah On Edward is located, given that he is both your Chairman of the Board
of Directors and your President and Chief Executive Officer.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 43 accordingly.

General

 3. Consistent with your December 30, 2022 response to the comment relating to your Form 20-F for the fiscal
year ended December 30, 2021, please revise your disclosure to discuss any restrictions, limitations, rules, or regulations under
Hong Kong law that are commensurate to those of the PRC.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 3 accordingly.

* * * * * *

If the Staff has any questions or comments
regarding the foregoing, please contact the undersigned by telephone at (202) 739-5091 or
via email at leland.benton@morganlewis.com.

    Sincerely,

    /s/ Leland S. Benton

 cc: Wong
                                            Wah On Edward, President and Chief Executive Officer, China Natural Resources, Inc.

Zhu Youyi, Chief
Financial Officer, China Natural Resources, Inc.

David A. Sirignano,
Esq, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
January 17, 2023
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
File No. 000-26046
Dear Youyi Zhu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
January 11, 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.
Amendment No. 1 to Registration Statement on Form F-3
Filed December 30, 2022
File No. 333-268454
Dear Zhu Youyi:
            We have reviewed your amended registration statement 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed December 30, 2022
Cover Page
1.Your discussion of limitations on cash transfers appears to be limited to the PRC. Please
revise to also discuss limitations applicable to Hong Kong, given that certain of the
entities in your corporate structure are formed under Hong Kong law. Please make
consistent revisions on page 5.
ENFORCEABILITY OF CIVIL LIABILITIES, page 43
2.We note your response to prior comment 8, including revised disclosure stating that all of
your directors are located outside the United States in Hong Kong, and all of your assets

 FirstName LastNameZhu Youyi
 Comapany NameChina Natural Resources, Inc.
 January 11, 2023 Page 2
 FirstName LastName
Zhu Youyi
China Natural Resources, Inc.
January 11, 2023
Page 2
and officers are located outside the United States in the PRC. Please revise to clarify
where Mr. Wong Wah On Edward is located, given that he is both your Chairman of the
Board of Directors and your President and Chief Executive Officer.
General
3.Consistent with your December 30, 2022 response to the comment relating to your Form
20-F for the fiscal year ended December 30, 2021, please revise your disclosure to discuss
any restrictions, limitations, rules, or regulations under Hong Kong law that are
commensurate to those of the PRC.
            You may contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Karina Dorin,
Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Leland S. Benton

CORRESP
1
filename1.htm

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

December 30, 2022

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer O’Brien

    Re:
    China Natural Resources, Inc.

    Form 20-F for Fiscal Year Ended December 31, 2021

    Response dated November 16, 2022

    File No. 000-26046

Dear Ms. O’Brien:

On behalf of China Natural Resources,
Inc., a British Virgin Islands company (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter dated December 12, 2022 (the “Comment Letter”),
relating to the above-referenced filing of the Company’s Annual Report on Form 20-F (the “Form 20-F”) and the
Company’s prior response dated November 16, 2022 to the Staff’s prior comments (the “Prior Response”).

Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have
not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and
the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms
used but not defined herein have the meanings set forth in the Form 20-F.

Jennifer O’Brien

December 30, 2022

Page 2

Form 20-F for Fiscal Year Ended
December 31, 2021

Item 3. Key Information

D. Risk Factors, page 1

 1. We note your response to prior comment 3. Please revise your disclosure to state that all the legal
and operational risks associated with having operations in the People’s Republic of China (“PRC”) also apply to operations
in Hong Kong and Macao. In addition, please include disclosure similar to the statement in your response regarding management’s
understanding with regard to restrictions, limitations, rules, or regulations under Hong Kong law that are commensurate to hose of the
PRC with respect to items (i) through (v) identified in your response.

Response:

In response to the Staff’s
comment, the Company respectfully submits that Hong Kong and Macau currently operate under different sets of laws from mainland China,
and the national laws and regulations of the PRC are not applicable to business operations in Hong Kong or Macau. Set forth below for
the Staff’s consideration are the Company’s proposed revisions to the first paragraph in the introductory section of Item
3.D. The Company undertakes to make conforming changes in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed
new text is underlined below.

D. Risk Factors

We are not a Chinese operating
company but a BVI holding company with operations conducted by our subsidiaries established in the PRC and Hong Kong, and which owns equity
interests, directly or indirectly, of the operating subsidiaries. See “Item 4.C. INFORMATION ON THE COMPANY – Organizational
Structure” for further information regarding our subsidiaries’ names, places of incorporation, and equity ownership. We are
subject to legal and operational risks associated with being based in the PRC and Hong Kong and having all of our operations in the PRC,
discussed in greater detail below. The legal and operational risks associated with being based in and having operations in mainland
China also apply to operations in Hong Kong and Macau. While entities and businesses in Hong Kong and Macau operate under different sets
of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply to a company’s
operations in Hong Kong and Macau, if the laws applicable to mainland China become applicable to entities and business in Hong Kong and
Macau in the future. As of the date of this Annual Report, we do not have material operations in Hong Kong or Macau. It is management’s
understanding that there are no restrictions, limitations, rules, or regulations under Hong Kong law that are commensurate to those of
the PRC with respect to (i) payment of dividends and other distributions from the Company’s subsidiaries to the Company, (ii) currency
conversion that may affect payment of dividends or foreign currency denominated obligations, (iii) offshore financing activities, (iv)
anti-monopoly laws, or (v) data protection and cybersecurity, that have impacted or may impact the Company’s ability to conduct

Jennifer O’Brien

December 30, 2022

Page 3

its business, accept foreign
investments, or list on a U.S. or other exchange. The Chinese government may intervene or influence the operation of our Hong Kong
subsidiaries and PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business and may intervene
in or influence their operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in
China-based issuers, which could result in a material change in our operations and/or the value of our common shares. Further, rules and
regulations in China can change quickly with little advance notice, and any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

* * * * * *

If the Staff has any questions
or comments regarding the foregoing, please contact the undersigned by telephone at (202)
739-5091 or via email at leland.benton@morganlewis.com.

    Sincerely,

    /s/ Leland S. Benton

    cc:
    Wong Wah On Edward, President and Chief Executive Officer, China Natural Resources, Inc.

    Zhu Youyi, Chief Financial Officer, China Natural Resources, Inc.

    David A. Sirignano, Esq, Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

December 30, 2022

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

    Re:
    China Natural Resources, Inc.

    Registration Statement on Form F-3

    Filed November 18, 2022

    File No. 333-268454

Dear Ms. Packebusch:

On behalf of China Natural Resources,
Inc., a British Virgin Islands company (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter dated December 12, 2022 (the “Comment Letter”),
relating to the above-referenced filing of the Company’s Registration Statement on Form F-3 (the “Form F-3”).

Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have
not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and
the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms
used but not defined herein have the meanings set forth in the Form F-3.

Liz Packebusch

December 30, 2022

Page 2

Registration Statement on Form
F-3 filed November 18, 2022

Cover Page

 1. We note your disclosure that the PCAOB has yet to determine that it may inspect your auditor in relation
to its audit work to its satisfaction, and that your common shares will be prohibited from trading in the United States under the HFCAA
in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the HFCAA
are enacted. Please disclosure here, if true, that your auditor is subject to the determinations announced by the PCAOB on December 16,
2021. Please make similar revisions to your disclosure regarding same in your prospectus summary, at page 6, and your risk factor summary,
at page 7.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 6-7 accordingly.

 2. Please update your disclosure regarding the Statement of Protocol here and elsewhere to reflect that
the PCAOB will be required to assess its determinations regarding inspections by the end of 2022.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and pages 6-7 and 12-13 accordingly.

 3. Please revise to identify clearly here and in your prospectus summary the entity (including the domicile)
in which investors are purchasing an interest.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 3 accordingly.

 4. We note your disclosure regarding transfers of cash and assets between you and your subsidiaries. Please
expand your disclosure to discuss whether any transfers, dividends or distributions have been made to investors and quantify the amounts
where applicable.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on the cover page and page 6 accordingly.

 5. Please clarify that all of the legal and operational risks associated with having operations in the
PRC also apply to operations in Hong Kong and Macau.

Response: In response
to the Staff’s comment, the Company respectfully submits that Hong Kong and Macao currently operate under different sets of laws
from mainland China, and the national laws and regulations of the PRC are not applicable to business operations in Hong Kong or Macau.
The Company has revised the disclosure on the cover page and page 3 accordingly.

Liz Packebusch

December 30, 2022

 Page 3

Prospectus Summary,
page 3

 6. We note your disclosure in the first paragraph of page 3. Please expand your summary of risk factors
to disclose or discuss in greater detail the risk that your corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references
to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system
in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 7 accordingly.

Risk Factors

Uncertainties with respect
to the PRC legal system could adversely affect us., page 9

 7. Given the Chinese government’s significant oversight and discretion over the conduct of your
business, please revise to highlight separately the risk that the Chinese government may intervene or influence
your operations at any time, which could result in a material change in your operations and/or the value of the securities you are registering.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 10 accordingly.

ENFORCEABILITY OF CIVIL
LIABILITIES, page 43

 8. We note your disclosure that all of your assets and all of your directors and officers are located
outside the United States. Please revise to clarify those of your officers and directors who are located in the PRC, and those that are
located in Hong Kong, if any.

Response: The Company
acknowledges the Staff’s comment and has revised the disclosure on page 43 accordingly.

Liz Packebusch

December 30, 2022

 Page 4

 General

 9. Please confirm your understanding that we will not be in a position to accelerate the effectiveness
of your registration statement until our comments relating to your Form 20-F for the fiscal year ended December 31, 2021 have been resolved.

Response: The Company
acknowledges the Staff’s comment and confirms such understanding.

* * * * * *

If the Staff has any questions
or comments regarding the foregoing, please contact the undersigned by telephone at (202)
739-5091 or via email at leland.benton@morganlewis.com.

    Sincerely,

    /s/ Leland S. Benton

    cc:
    Wong Wah On Edward, President and Chief Executive Officer, China Natural Resources, Inc.

    Zhu Youyi, Chief Financial Officer, China Natural Resources, Inc.

    David A. Sirignano, Esq, Morgan, Lewis & Bockius LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                               December 12, 2022

       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.
                                                            Registration
Statement on Form F-3
                                                            Filed November 18,
2022
                                                            File No. 333-268454

       Dear Zhu Youyi:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 by amending your registration
statement and providing the
       requested information. 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 filed November 18, 2022

       Cover Page

   1.                                                   We note your disclosure
that the PCAOB has yet to determine that it may inspect your
                                                        auditor in relation to
its audit work to its satisfaction, and that your common shares will be
                                                        prohibited from trading
in the United States under the HFCAA in 2024 if the PCAOB is
                                                        unable to inspect or
fully investigate auditors located in China, or in 2023 if proposed
                                                        changes to the HFCAA
are enacted. Please disclose here, if true, that your auditor is
                                                        subject to the
determinations announced by the PCAOB on December 16, 2021. Please
                                                        make similar revisions
to your disclosure regarding same in your prospectus summary, at
                                                        page 6, and your risk
factor summary, at page 7.
 Zhu Youyi
FirstName LastNameZhu
China Natural Resources, Youyi
                         Inc.
Comapany12,
December  NameChina
              2022    Natural Resources, Inc.
December
Page 2    12, 2022 Page 2
FirstName LastName
2.       Please update your disclosure regarding the Statement of Protocol here
and elsewhere to
         reflect that the PCAOB will be required to assess its determinations
regarding inspections
         by the end of 2022.
3.       Please revise to identify clearly here and in your prospectus summary
the entity (including
         the domicile) in which investors are purchasing an interest.
4.       We note your disclosure regarding transfers of cash and assets between
you and your
         subsidiaries. Please expand your disclosure to discuss whether any
transfers, dividends or
         distributions have been made to investors and quantify the amounts
where applicable.
5.       Please clarify that all of the legal and operational risks associated
with having operations
         in the PRC also apply to operations in Hong Kong and Macau.
Prospectus Summary, page 3

6.       We note your disclosure in the first paragraph of page 3. Please
expand your summary of
         risk factors to disclose or discuss in greater detail the risk that
your corporate structure and
         being based in or having the majority of the company   s operations in
China poses to
         investors. In particular, describe the significant regulatory,
liquidity, and enforcement
         risks with cross-references to the more detailed discussion of these
risks in the prospectus.
         For example, specifically discuss risks arising from the legal system
in China, including
         risks and uncertainties regarding the enforcement of laws and that
rules and regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you are registering for sale. Acknowledge any risks that
any actions by the
         Chinese government to exert more oversight and control over offerings
that are conducted
         overseas and/or foreign investment in China-based issuers could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
Risk Factors
Uncertainties with respect to the PRC legal system could adversely affect us.,
page 9

7.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of the securities you are
registering.
ENFORCEABILITY OF CIVIL LIABILITIES, page 43

8.       We note your disclosure that all of your assets and all of your
directors and officers are
         located outside the United States. Please revise to clarify those of
your officers and
         directors who are located in the PRC, and those that are located in
Hong Kong, if any.
 Zhu Youyi
China Natural Resources, Inc.
December 12, 2022
Page 3
General

9.    Please confirm your understanding that we will not be in a position to
accelerate the
      effectiveness of your registration statement until our comments relating
to your Form 20-F
      for the fiscal year ended December 31, 2021 have been resolved.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Karina Dorin,
Staff Attorney, at (202) 551-3763 with any other questions.

                                                           Sincerely,
FirstName LastNameZhu Youyi
                                                           Division of
Corporation Finance
Comapany NameChina Natural Resources, Inc.
                                                           Office of Energy &
Transportation
December 12, 2022 Page 3
cc:       Leland S. Benton
FirstName LastName
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

November 16, 2022

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer O’Brien

 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 Ms. O’Brien:

On behalf of China Natural Resources,
Inc., a British Virgin Islands company (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter dated November 7, 2022 (the “Comment Letter”),
relating to the above-referenced filing of the Company’s Annual Report on Form 20-F (the “Form 20-F”) and the
Company’s prior response to the Staff’s prior comments (the “Prior Response”).

Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company, which we have
not independently verified. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and
the headings used in the Comment Letter, and the text of the Staff’s comments is reproduced in italics below. Capitalized terms
used but not defined herein have the meanings set forth in the Form 20-F.

Jennifer O’Brien

November 16, 2022

Page 2

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.

Response: Set forth
below for the Staff’s consideration are the Company’s proposed revisions to the proposed disclosure under the heading of “Transfers
of Cash and Assets Between our Company and Our Subsidiaries” contained in the Prior Response. The Company undertakes to make conforming
changes in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed new text is underlined and removed text
is struck through.

Transfers of Cash and Assets Between Our
Company and Our Subsidiaries

Cash and asset transfers through
the Group are primarily attributed to: (1) capital contributions from the Company to its subsidiaries; (2) shareholder
loans from the Company to its subsidiaries; and (3) dividends paid from the subsidiaries to the Company. Under PRC laws
and regulations, we are subject to various restrictions on intercompany fund transfers and foreign exchange controls. To the extent
our cash is in the PRC or a PRC entity, the funds may not be available for the distribution of dividends to our investors, including
our U.S. investors, or for other use outside of the PRC, due to the interventions in or the imposition of restrictions and limitations
by the PRC government on our ability by the PRC government to transfer cash. The PRC government imposes controls
on the convertibility of Renminbi RMB into foreign currencies and, in certain cases, the remittance of currency
out of mainland China. Our PRC subsidiaries receive substantially all revenue in RMB. Our PRC subsidiaries may pay dividends, if any,
only out of their accumulated after-tax profits upon determined in accordance with Chinese accounting standards and
regulations, only after satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with
Chinese accounting standards and regulations, and would be subject to the PRC dividend withholding tax at a tax rate of 10% for
any dividends paid by the Company’s PRC subsidiaries from their earnings derived after January 1, 2008, to the Company’s Hong
Kong subsidiaries, or a reduced rate of 5% if certain conditions are met. If the PRC foreign exchange control system prevents us from
obtaining sufficient foreign currency to satisfy foreign currency demands, we may not be able to pay dividends in foreign currencies to
our shareholders, including U.S. shareholders. PRC regulation of loans to and direct investment in PRC entities by offshore holding
companies and governmental control of currency conversion may delay or prevent us from using our funds to make loans or additional capital
contributions to our PRC subsidiaries, which could materially and adversely affect the liquidity of our PRC subsidiaries and our ability
to fund and expand our business in the PRC and cause the value of our securities to significantly decline or become worthless. We cannot
assure you that the PRC government will not intervene in or impose restrictions on our ability to make intercompany cash transfers or
dividends to investors, including U.S. investors.

Jennifer O’Brien

November 16, 2022

Page 3

During
the three years ended December 31, 2021, aAll cash or asset transfers between the Company and our subsidiaries during
the three years ended December 31, 2021, are set forth in the table below. There were no cash or asset transfers between the Company
and our subsidiaries during the six months ended June 30, 2022. The purpose of the outbound transfers, in the form of shareholder
loans, was to pay off the subsidiaries’ expenses. The purpose of the inbound transfers, in the form of loan repayments, was to centralize
the treasury function of the Group. There are no fixed repayment terms and no tax implication for these transfers. The
Company did not make any capital contributions to, or receive any dividends from, our subsidiaries during these periods.

    Transferor
    Transferee
    Year ended December 31,
    Six Months ended June 30,

    2019

    2020

    2021

    2021

    2022

    2022

    HK$
    HK$
    HK$
    US$
    HK$
    US$

    Outbound Transfers

    China Natural Resources, Inc.
    Feishang Mining
    —
    —
    50,000
    6,410
    —
    —

    China Coal
    8,000
    8,000
    8,000
    1,026
    —
    —

    Feishang Yongfu
    8,000
    8,000
    8,000
    1,026
    —
    —

    Feishang Dayun

    8,000

    8,000

    8,000

    1,026

    —

    —

    Total

    24,000

    24,000

    74,000

    9,488

    —

    —

    Inbound Transfers

    Feishang Mining
    China Natural Resources, Inc.
    —
    150,000
    —
    —
    —
    —

    China Coal
    —
    30,000
    —
    —
    —
    —

    Feishang Yongfu
    —
    50,000
    30,000
    3,846
    —
    —

    Feishang Dayun

    —

    50,000

    30,000

    3,846

    —

    —

    Total

    —

    280,000

    60,000

    7,692

    —

    —

 2. In addition to the above, please further expand your disclosure to i) address your ability to 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.

Response: The
Company’s proposed revisions to the proposed disclosure under the heading of “Transfers of Cash and Assets Between our
Company and Our Subsidiaries” contained in the Prior Response is set forth above in response to comment 1. The Company
undertakes to make conforming changes in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed new
text is underlined and removed text is struck through.

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.

Jennifer O’Brien

November 16, 2022

Page 4

Response:

(a) In response to the Staff’s
comment, the Company respectfully submits that while its principal executive offices are located in Hong Kong, and certain of the entities
in its corporate structure are formed under Hong Kong law, it has no operations in Hong Kong, limiting any potential operational risks
as a result of Hong Kong law. In addition, it is management’s understanding that there are no restrictions, limitations, rules,
or regulations under Hong Kong law that are commensurate to those of the PRC with respect to (i) payment of dividends and other distributions
from the Company’s subsidiaries to the Company, (ii) currency conversion that may affect payment of dividends or foreign currency
denominated obligations, (iii) offshore financing activities, (iv) anti-monopoly laws, or (v) data protection and cybersecurity, that
have impacted or may impact the Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other
exchange.

The Company believes that
it is not subject to Macao law because it does not operate any business or have any employees in Macao.

(b) Set forth below for
the Staff’s consideration are the Company’s proposed revisions to the risk factor titled “Failure to make adequate
contributions to various mandatory social security plans as required by PRC regulations may subject us to penalties.” The Company
undertakes to make conforming changes in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed new text
is underlined and removed text is struck through.

Failure to make adequate contributions
to various mandatory social security plans as required by PRC regulations may subject us to penalties.

Under the PRC Social Insurance Law
and the Administrative Measures on Housing Fund, our PRC subsidiaries are required to participate in various government sponsored employee
benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and to contribute
to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees up to a maximum amount
specified by the local government from time to time at locations where they operate the businesses. The requirements of employee
benefit plans have not been implemented consistently by the local governments in China given the different levels of economic development
in different locations. If the local governments deem our subsidiaries’ contribution to be not insufficient,
our subsidiaries may be subject to late contribution fees or fines in relation to any underpaid employee benefits, and our financial condition
and results of operations may be adversely affected.

In Hong Kong, employers are required
to select and join a provident fund scheme (“MPF Scheme”) in accordance with the statutory requirements of the Mandatory Provident
Fund Schemes Ordinance for all employees in Hong Kong and to make contributions to the MPF Scheme based on the minimum statutory contribution
requirement of 5% of the eligible employees’ relevant aggregate income, subject to a capped amount. Any non-compliance with statutory
requirements with respect to our employees located in Hong Kong may result in enforcement being taken by the relevant authorities, which
could lead to financial penalties or imprisonment.

Jennifer O’Brien

November 16, 2022

Page 5

(c) Set forth below for
the Staff’s consideration are the Company’s proposed revisions to the risk factor titled “Because our assets are
located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for
you to enforce your rights based on the U.S. federal securities laws against us or our officers and directors or to enforce a judgment
of a United States court against us or our officers and directors in the PRC.” The Company undertakes to make conforming changes
in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed new text is underlined and removed text is struck through.

Because our
assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult
for you to enforce your rights based on the U.S. federal securities laws against us or our officers and directors or to enforce a judgment
of a United States court against us or our officers and directors in the PRC.

We
are a BVI company, our officers and directors are nonresidents of the United States, our assets are located in the PRC and Hong Kong,
and our operations are conducted in the PRC. We do not maintain a business presence in the United States. Therefore, it may not be possible
to effect service of process on such persons in the United States, and it may be difficult to enforce any judgments rendered against us
or them. Moreover, there is doubt whether courts in the BVI, or the PRC, or Hong Kong would enforce (a)
judgments of United States courts against us, our directors or officers based on the civil liability provisions of the securities laws
of the United States or any state, or (b) in original actions brought in the BVI, or the PRC, or Hong Kong,
liabilities against us or any nonresidents based upon the securities laws of the United States or any state.

 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.

Response: The Company
respectfully submits that there are no such regulatory actions related to data security or anti-monopoly concerns in Hong Kong or Macao
that 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. Set forth below for the Staff’s consideration are the Company’s proposed revisions to the second paragraph
in the proposed revisions to the introductory section of Item 3.D. contained in the Prior Response. The Company undertakes to make conforming
changes in future Annual Reports on Form 20-F. For the Staff’s convenience, the proposed new text is underlined.

Recent statements and
regulatory actions by the Chinese government, such as those related to data security or anti-monopoly concerns, could have a significant
impact on our ability to conduct our business, accept foreign investments, or maintain our listing on the Nasdaq Capital Market (“Nasdaq”)
or list on another U.S. or foreign exchange. There have not been comparable developments in Hong Kong yet, but such developments may
occur.

Jennifer O’Brien

November 16, 2022

Page 6

 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.

Response: The Company
respectfully submits that there are no laws in Hong Kong or Macao regardi

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

 FirstName LastNameYouyi Zhu
 Comapany NameChina Natural Resources, Inc.
 November 7, 2022 Page 2
 FirstName LastNameYouyi Zhu
China Natural Resources, Inc.
November 7, 2022
Page 2
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.

 FirstName LastNameYouyi Zhu
 Comapany NameChina Natural Resources, Inc.
 November 7, 2022 Page 3
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

September 28, 2022

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer O’Brien

 Re: China Natural Resources, Inc.

   Form 20-F for Fiscal Year Ended December 31, 2021

   Filed May 17, 2022

   File No. 000-26046

Dear Ms. O’Brien:

On behalf of China Natural Resources,
Inc., a British Virgin Islands company (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission contained in its letter dated August 30, 2022 (the “Comment Letter”),
relating to the above-referenced filing of the Company’s Annual Report on Form 20-F (the “Form 20-F”).

Set forth below are the Company’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Company. For the convenience
of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter, and the
text of the Staff’s comments is reproduced in italics below. Capitalized terms used but not defined herein have the meanings set
forth in the Form 20-F.

Jennifer O’Brien

September 28, 2022

Page 2

Form 20-F for Fiscal Year Ended
December 31, 2021

Item 3. Key Information

D. Risk Factors, page 1

 1. Please further expand your introductory section to address the following:

 · How
                                            recent statements and regulatory actions by China’s government, such as those related
                                            to data security or anti-monopoly concerns, have or may impact your ability to conduct your
                                            business, accept foreign investments, or list on a U.S. or other foreign exchange.

 · Whether
                                            and how the Holding Foreign Companies Accountable Act (“HFCAA”) and related regulations
                                            will affect your company.

 · That
                                            you have been included in the list of issuers identified under the HFCAA.

 · The
                                            risk that rules and regulations in China can change quickly with little advance notice.

Response: Set forth
below for the Staff’s consideration are the Company’s proposed revisions to the introductory section of Item 3.D. The Company
undertakes to make conforming changes in future Annual Reports on Form 20-F, pending developments relating to the Statement of Protocol
Agreement entered into by the China Securities Regulatory Commission, China’s Ministry of Finance and the Public Company Accounting
Oversight Board on August 26, 2022. For the Staff’s convenience, the proposed new text is underlined below.

 D. Risk Factors

We are
not a Chinese operating company but a BVI holding company with operations conducted by our subsidiaries established in the PRC and Hong
Kong, and which owns equity interests, directly or indirectly, of the operating subsidiaries. See “Item 4.C. INFORMATION ON THE
COMPANY – Organizational Structure” for further information regarding our subsidiaries’ names, places of incorporation,
and equity ownership. We are subject to legal and operational risks associated with being based in the PRC and Hong Kong and having all
of our operations in the PRC, discussed in greater detail below. The Chinese government may intervene or influence the operation of our
Hong Kong subsidiaries and PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business and may
intervene in or influence their operations at any time or may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in our operations and/or the value of our common shares. Further, rules
and regulations in China can change quickly with little advance notice, and any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or be worthless.

Jennifer O’Brien

September 28, 2022

Page 3

Recent
statements and regulatory actions by the Chinese government, such as those related to data security or anti-monopoly concerns, could have
a significant impact on our ability to conduct our business, accept foreign investments, or maintain our listing on the Nasdaq Capital
Market (“Nasdaq”) or list on another U.S. or foreign exchange. For example, on June 10, 2021, the Standing Committee of the
PRC National People’s Congress promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security
Law imposes data security and privacy obligations on entities and individuals carrying out data activities and introduces a data classification
and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will
cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered
with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure
for data activities that may affect national security and imposes export restrictions on certain data an information. We believe that
our business is not in an industry related to national security, but we cannot preclude the possibility that PRC government authorities
may publish explanations contrary to our understanding or broaden the scope of such reviews in the future, in which case our future activities
may be closely scrutinized or prohibited. Moreover, given the PRC authorities have significant discretion in interpreting and applying
their laws, rules and regulations, if we undertake a transaction in the PRC that involves data security or an industry that the PRC government
is focusing on, we could be subject to review by the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration
of China (“CAC”) or other applicable governmental agency. Such review could be time consuming, could cause us to incur significant
costs in responding to such agencies and/or rectifying any potential issues noted by such agencies or completely abandon a potential transaction.
Further, on July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State
Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law. These opinions
emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based
companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the
risks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State Council issued a draft
of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the
Draft Provisions, and the CSRC issued a draft of the Administrative Measures for the Filing of Overseas Securities Offering and Listing
by Domestic Companies, or the Draft Administrative Measures, for public comment. The Draft Provisions and the Draft Administrative Measures
propose to establish a new filing-based regime to regulate overseas offerings of stock, depository receipts, convertible corporate bonds,
or other equity securities, and overseas listing of these securities for trading, by PRC companies. If it is determined in the future
that approval and filing from the CSRC or other regulatory authorities or other procedures are required for our offshore offerings and/or
listings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures and any
such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing such filing
procedures for our offshore offerings, including by our inadvertent conclusion that such approval or filing was not required when in fact
it was, or a rescission of any such approval or filing if obtained by us, could subject us to sanctions by the CSRC or other PRC regulatory
authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends
outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings
into China or take other actions that could materially and adversely affect our business, financial condition, results of operations,
and prospects, as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also may take actions
requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities offered.
Additionally, the PRC government has issued a series of anti-monopoly laws and regulations since 2021, paying more attention to corporate
compliance. We believe that these regulations currently have and will have little impact on us, but we cannot guarantee that regulators
will agree with us or that these regulations will not affect our business operations in the future.

Jennifer O’Brien

September 28, 2022

Page 4

The
Public Company Accounting Oversight Board (“PCAOB”) is currently unable to inspect our auditor in relation to their audit
work, and our common shares will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act (“HFCAA”)
in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the HFCAA
are enacted. We have been identified by the SEC in its “conclusive list of issuers identified under the HFCAA,” indicating
that we are among those companies formally subject to the delisting provisions of the HFCAA. While the PCAOB, the CSRC and PRC Ministry
of Finance entered into a Statement of Protocol on August 26, 2022, designed to allow the PCAOB to fully investigate auditors located
in China, it remains unclear whether the PCAOB will determine that it is able to do so.

An investment
in our common shares involves a high degree of risk and should be considered speculative. You should carefully consider the following
risks set out below and other information before investing in our common shares. If any event arising from these risks occurs, our business,
prospects, financial condition, results of operations or cash flows could be adversely affected, the trading price of our common shares
could decline and all or part of your investment may be lost.

Risk Factors Summary, page 1

 2. Please revise the order of your Risk Factor Summary to place the risk factors related to being based
in China and Hong Kong and having all of your operations in China, including Risks Relating to Our PRC Operations and Doing Business in
the PRC, as the first risk factors identified in the summary, and as the first risk factors in the detailed risk factor discussion that
follows after the summary section.

Response: Set forth
below for the Staff’s consideration are the Company’s proposed revisions to the Risk Factor Summary section. Please note that
in response to Staff Comments 4 and 5, two new risk factors will be added to the Annual Report on Form 20-F, and accordingly added to
the Risk Factor Summary. For the Staff’s convenience, the proposed new text is underlined below and removed text is struck through.
The Company undertakes to make conforming changes in future Annual Reports on Form 20-F consistent with the proposed revisions and to
reorder the detailed risk factor discussion that follows after the summary section accordingly.

Risk Factor Summary

Risks Relating to
Our PRC Operations and Doing Business in the PRC

 • Changes in China’s economic, political or social conditions or government
policies could adversely affect our business and operations, and uncertainties with respect to the PRC legal system could adversely affect
us.

 • PRC laws and regulations governing our current business operations are sometimes
vague and uncertain.

 • PRC regulation of loans to and direct investment in PRC entities by offshore
holding companies may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries.

 • Inflation in the PRC, or a slowing PRC economy, could negatively affect
our profitability and growth.

 • Our PRC subsidiaries are subject to restrictions on paying dividends and
making other payments to us.

 • Governmental control of currency conversion may affect payment of any dividends
or foreign currency denominated obligations, and the value of your investment.

 • The Public Company Accounting Oversight Board is currently unable to inspect
our auditor in relation to their audit work; our common shares will be prohibited from trading in the United States under the Holding
Foreign Companies Accountable Act in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or 2023 if
proposed changes to the law are enacted.

 • It may be difficult for overseas regulators to conduct investigations or
collect evidence within China.

Jennifer O’Brien

September 28, 2022

Page 5

 • If we fail to protect our intellectual property rights, it could harm our
business and competitive position.

 • PRC regulations establish complex procedures for some acquisitions conducted
by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

 • We and our PRC subsidiaries are required to maintain a series of licenses,
permits, and approvals from PRC authorities to operate our business in the PRC, and failure to maintain or renew such licenses, permits,
or approvals in a timely manner could materially affect our business.

 • The approval of and/or filing with the China Securities
Regulatory Commission or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and,
if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

 • Failure to comply with PRC regulations and other legal obligations concerning
data protection and cybersecurity may materially and adversely affect our business, as we routinely collect, store and use data during
the conduct of our business.

 • We may be classified as a “resident enterprise” for PRC enterprise
income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

 • Any failure to comply with PRC regulations regarding the registration requirements
for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

 • Failure to make adequate contributions to mandatory social security plans
as required by PRC laws may subject us to penalties.

 • Enforcement of stricter labor laws and regulations may increase our labor
costs.

 • If the chops of our PRC subsidiaries are not kept safely, are stolen or
are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities cou

CORRESP
1
filename1.htm

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

Tel. +1.202.739.3000

Fax: +1.202.739.3001

www.morganlewis.com

Leland S. Benton

Partner

+1.202.739.5091

leland.benton@morganlewis.com

September 14, 2022

VIA EDGAR AS CORRESPONDENCE

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer O’Brien

 Re: China Natural Resources, Inc.

   Form 20-F for Fiscal Year Ended December 31, 2021

   Filed May 17, 2022

   File No. 000-26046

Dear Ms. O’Brien:

China Natural Resources, Inc. (the
“Company”) is in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission
dated August 30, 2022 (the “Comment Letter”), pursuant to which the Staff provided comments regarding the Company’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2021. As discussed with Ms. O’Brien on September 13, 2022, on
behalf of the Company, we are respectfully requesting an extension until October 5, 2022, to respond to the Comment Letter.

If the Staff has any questions or
comments regarding the foregoing, please contact the undersigned by telephone at (202) 739-5091 or via email at leland.benton@morganlewis.com.

    Sincerely,

    /s/ Leland S. Benton

 cc: Wong Wah On Edward, President and Chief Executive Officer, China Natural Resources, Inc.

   Zhu Youyi, Chief Financial Officer, China Natural Resources, Inc.

   David A. Sirignano, Esq., Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
August 30, 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
File No. 000-26046
Dear Mr. Zhu:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 20-F for Fiscal Year Ended December 31, 2021
Item 3. Key Information
D. Risk Factors, page 1
1.Please further expand your introductory section to address the following:

•How recent statements and regulatory actions by China’s government, such as those
related to data security or anti-monopoly concerns, have or may impact your ability
to conduct your business, accept foreign investments, or list on a U.S. or other
foreign exchange.

•Whether and how the Holding Foreign Companies Accountable Act (“HFCAA”) and
related regulations will affect your company.

•That you have been included in the list of issuers identified under the HFCAA.

 FirstName LastNameYouyi Zhu
 Comapany NameChina Natural Resources, Inc.
 August 30, 2022 Page 2
 FirstName LastNameYouyi Zhu
China Natural Resources, Inc.
August 30, 2022
Page 2
•The risk that rules and regulations in China can change quickly with little advance
notice.
Risk Factor Summary, page 1
2.Please revise the order of your Risk Factor Summary to place the risk factors related to
being based in China and Hong Kong and having all of your operations in China,
including Risks Relating to Our PRC Operations and Doing Business in the PRC, as the
first risk factors identified in the summary, and as the first risk factors in the detailed risk
factor discussion that follows after the summary section.
Risks Relating to Our PRC Operations and Doing Business in the PRC
PRC regulation of loans to and direct investment in PRC entities ..., page 12
3.We note the disclosure under this risk factor, and the risk factors on page 13 regarding
restrictions on paying dividends and governmental control of currency conversion. Please
further expand your discussion regarding liquidity risks to provide a clear description of
how cash is transferred through your organization. Quantify any cash flows and transfers
of other assets by type that have occurred between the holding company and its
subsidiaries and direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe, in more detail, your ability to transfer cash
between entities, across borders, and to U.S. investors. Describe, in more detail, any
limitations on your ability to distribute earnings from the company, including your
subsidiaries, to the parent company and U.S. investors.
The approval of and/or filing with the CSRC or other PRC government authorities ..., page 17
4.We note your disclosure regarding permissions requirements from the China Securities
Regulatory Commission (CSRC). Please further elaborate on this disclosure to address the
following:

•Disclose each permission or approval that you or your subsidiaries are required to
obtain from Chinese authorities to operate your business and to offer the securities
being registered to foreign investors.

•In addition to the CSRC, state whether you or your subsidiaries are covered by
permissions requirements from the Cyberspace Administration of China (CAC) or
any other governmental agency that is required to approve your operations.

•State affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied.

•Describe the consequences to you and your investors if you or your subsidiaries: (i)

 FirstName LastNameYouyi Zhu
 Comapany NameChina Natural Resources, Inc.
 August 30, 2022 Page 3
 FirstName LastName
Youyi Zhu
China Natural Resources, Inc.
August 30, 2022
Page 3
do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws,
regulations, or interpretations change and you are required to obtain such permissions
or approvals in the future.
5.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
            In closing, 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.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Acceleration Request

China Natural Resources, Inc.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

February 18, 2021

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meissner

Re:

China Natural Resources, Inc.

Registration Statement on Form F-3

Filed February 9, 2021

File No. 333-252895

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, China Natural Resources, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (File No. 333-252895), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on February 19, 2021, or as soon as practicable thereafter.

CHINA NATURAL RESOURCES, INC.

By:

 /s/ Wong Wah On Edward

Name:

 Wong Wah On Edward

Title:

 Chairman and Chief Executive Officer

United States securities and exchange commission logo
February 16, 2021
Edward Wong
Chairman and Chief Executive 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.
Registration Statement on Form F-3
Filed February 9, 2021
File No. 333-252895
Dear Mr. Wong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       David A. Sirignano, Esq.

CORRESP
1
filename1.htm

Acceleration Request

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

November 18, 2019

CORRESP - VIA EDGAR

United States Securities and

Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Form F-3 Registration Statement

SEC File No. 333-233852

Acceleration Request

Ladies and Gentlemen:

The undersigned issuer hereby requests acceleration of the effective date of its registration statement on Form F-3 (SEC File No. 333-233852) to Wednesday, November 20, 2019 at 10:00 am, or as soon thereafter as is practicable.

Please notify our counsel Steven Weinberger, Esq., by telephone (561-210-8516) or by email (steve@southfloridacorporatelaw.com), once the registration statement has been declared effective.

 Very truly yours,

 CHINA NATURAL RESORCES, INC.

 By:

 /s/ Yue Ming Wai Bonaventure

 Yue Ming Wai Bonaventure

 Chief Financial Officer

CORRESP
1
filename1.htm

Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

November 12, 2019

‘CORRESP’

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ronald (Ron) Alper, Esq.

Pamela Long, Assistant Director

Re:

Registration Statement on Form S-3

Filed September 19, 2019

SEC File No. 333-233852

Ladies and Gentlemen:

Reference is made to (a) the Registration Statement on Form F-3 (the “Registration Statement”) filed by China Natural Resources, Inc. (the “Company”) on September 19, 2019 and (b) the Staff’s letter dated October 3, 2019 providing its comment with respect to the Registration Statement.

The Staff provided the following comment to the Company:

1.

We note that you are registering debt securities, and that you have indicated that a form of indenture will be filed with or furnished to the SEC at the time of any offering of debt securities. For the indenture to be qualified under the Trust Indenture Act of 1940, you must file the form of indenture pre-effectively. Please file a pre-effective amendment to the registration statement that includes the form of indenture as an exhibit. For guidance, refer to Item 601(b)(4) of Regulation S-K and Trust Indenture Act Compliance and Disclosure Interpretations 201.02 and 201.04.

The Company responds to the Staff’s comment as follows:

The Company is contemporaneously filing herewith Amendment No. 1 to the Registration Statement to:

·

File the form of debenture as Exhibit 4.5 and update language in the prospectus consistent with the inclusion of the form of debenture as an exhibit;

·

Incorporate by reference the Company’s six-month financial statements as at June 30, 2019 (unaudited) in accordance with Item 5(b)(2) of Form F-3 and Item 8A of Form 20-F;

·

Incorporate by reference the Company’s 2019 annual Information Statement; and

·

Update disclosure under “Prospectus Summary” and elsewhere in the prospectus (e.g., Capitalization Table, Exchange Rate Table, Public Float computation, etc.).

Please let us know whether the Staff has any further questions or comments.

 Thank you for your anticipated attention.

 Very truly yours,

 CHINA NATURAL RESOURCES, INC.

 By:

 /s/ Yue Ming Wai Bonaventure

 Yue Ming Wai Bonaventure

 Chief Financial Officer

October 3, 2019
Yue Ming Wai Bonaventure
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.
Registration Statement on Form F-3
Filed September 19, 2019
File No. 333-233852
Dear Mr. Bonaventure:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
General
1.We note that you are registering debt securities, and that you have indicated that a form of
indenture will be filed with or furnished to the SEC at the time of any offering of debt
securities. For the indenture to be qualified under the Trust Indenture Act of 1940, you
must file the form of indenture pre-effectively. Please file a pre-effective amendment to
the registration statement that includes the form of indenture as an exhibit. For guidance,
refer to Item 601(b)(4) of Regulation S-K and Trust Indenture Act Compliance and
Disclosure Interpretations 201.02 and 201.04.

 FirstName LastNameYue Ming Wai  Bonaventure
 Comapany NameChina Natural Resources, Inc.
 October 3, 2019 Page 2
 FirstName LastName
Yue Ming Wai  Bonaventure
China Natural Resources, Inc.
October 3, 2019
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ronald (Ron) Alper at 202-551-3329 or Pam Long at 202-551-3765 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Steven I. Weinberger

March 5 , 201 3

Via E-mail
Mr. Feilie  Li
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. Li:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  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 rules require .

        Sincerely,

        /s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

February 27, 2013

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Tia Jenkins, Senior Assistant Chief Accountant

James Giugliano, Staff Accountant

Brian Bhandari, Staff Accountant

John Coleman, Mining Engineer

Re:

China Natural Resources, Inc.

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

Staff Letter of Comment dated February 13, 2013

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated February 13, 2013, relating to our Annual Report on Form 20-F for the year ended December 31, 2011 (the “Annual Report”).

We respond to the Staff’s comments as follows:

Staff Letter dated February 12, 2013

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

Coal Mining Operations

1.

We note your response to comment 3 from our letter dated December 21, 2012. Additionally we note from your disclosure that your coal reserves are JORC compliant and that they may differ substantially from the protocols recognized in the United States. Only mineral reserves meeting the standards and terminology defined within Industry Guide 7 may be disclosed in filings with the United States Securities and Exchange Commission. In future filings provide additional disclosure to clarify.

 1 / 3

Response to Staff Comment 1:

The Company has discussed the Staff’s comment with Behre Dolbear and proposes to disclose in future filings, in place of the disclosure that the Company’s JORC-compliant protocols may differ materially from protocols recognized in the United States, the following or substantially similar disclosure:

While there are technical accounting variations between proven and probable reserves determined under JORC-compliant protocols and protocols compliant with Industry Guide 7, management understands that those variations do not result in any material differences between the proven and probable reserves of the Company, whether determined under JORC-compliant protocols or protocols compliant with Industry Guide 7.

2.

We note that your materials designated as non-reserve coal are also defined as inferred resources. A non-reserve coal deposit is a coal bearing body that has been sufficiently sampled and analyzed in trenches, outcrops, drilling and underground workings to assume continuity between sample points, and therefore warrants further exploration stage work. This coal does not qualify as a commercially viable coal reserve until a final comprehensive evaluation based upon unit cost per ton, recoverability, and other material factors concludes legal and economic feasibility. Non-reserve coal deposits should not be based on geologic inference. In future filings please remove any non-reserve materials that are based on geologic inference.

Response to Staff Comment 2:

In future filings the Company proposes to remove any references to non-reserve materials that are based on geologic inference.

3.

In future filings please ensure your mineral reserves correspond to your fiscal year end.

Response to Staff Comment 3:

In future filings, presentation of the Company’s mineral reserves will correspond to its fiscal year end.

 2 / 3

We acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosure 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.

If you have any further questions or comments, please contact us or our counsel, Steven I. Weinberger, Esq., 1200 Federal Highway, Suite 200, Boca Raton, FL 33432, (561) 210-8516 (telephone), (888) 825-6417 (fax) and steve@southfloridacorporatelaw.com (email).

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chairman and Chief Executive Officer

 3 / 3

February 13, 201 3

Via E-mail
Mr. Feilie  Li
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
  Response dated January 25, 2013
  File No. 000 -26046

Dear Mr. Li:

We have reviewed your response 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 t o 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

Coal Mining Operations page 31

1. We note your response to comment 3 from our letter dated December 21, 2012.
Additionally we note from you r disclosure that your coal reserves are JORC compliant
and that they may differ substantially from the protocols recognized in the United States.
Only mineral reserve s meeting the standards and terminology  defined within Industry
Guide 7 may be disclosed in filings with the United States Securities and Exchange
Commission .  In future filings please provide additional disclosure to clarify.

2. We note that your materials designated as non -reserve coal are a lso defined as inferred
resources.  A non -reserve coal deposit is a coal bearing body that has been sufficiently

Mr. Feilie  Li
China Natural Resources, Inc.
February 13, 201 3
Page 2

 sampled and analyzed in trenches, outcrops, drilling and underground workings to
assume continuity between sample points, and therefore warrant s further exploration
stage work.  This coal does not qualify as a commercially viable coal reserve until a final
comprehensive evaluation based upon unit cost per ton, recoverability, and other material
factors concludes legal and economic feasibility. No n-reserve coal deposits should not be
based on geologic inference.  In future filings please remove any non -reserve materials
that are based on geologic inference.

3. In future filings please ensure your mineral reserves correspond to your fiscal year end .

 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 questions.

        Sincerely,

        /s/Tia L. Jenkins

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

CORRESP
1
filename1.htm

Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

January 25, 2013

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Tia Jenkins, Senior Assistant Chief Accountant

James Giugliano, Staff Accountant

Brian Bhandari, Staff Accountant

John Coleman, Mining Engineer

Re:

China Natural Resources, Inc.

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

Staff Letter of Comment dated December 21, 2012

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated December 21, 2012, relating to our Annual Report on Form 20-F for the year ended December 31, 2011 (the “Annual Report”).

We respond to the Staff’s comments as follows:

Staff Letter dated December 21, 2012

Form 20-F for the 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.

 1 / 11

Response to Staff Comment 1:

We have reviewed the information on our website and determined that certain of the disclosure related to discontinued or disposed of operations. We have now removed the out-of-date information from our website.

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 Instructions to Item 4.D of Form 20-F.

Response to Staff Comment 2:

The following summarizes our production and sales tonnages for each of our coal mines. We propose to include a substantially similar summary of production and sale tonnages in future filings, starting with the Annual Report on Form 20-F for the fiscal year ended December 31, 2012.

We propose to add the following information in the last paragraph under the caption “Business of Guizhou Yongfu (Yongsheng Mine)”:

As Yongsheng Mine is a newly constructed anthracite mine which commenced construction in 2009, no summary of production and sale tonnages has been provided.

We propose to add the following information in the last paragraph under the caption “Business of Guizhou Dayun (Dayun Mine)”:

As Dayun Mine is a newly constructed anthracite mine which commenced construction in late 2011, no summary of production and sale tonnages has been provided.

We propose to include the following information in the last paragraph under the caption “Business of Baiping Mining (Baiping Mine)”:

The following table summarizes the production quantity and sales quantity of our anthracite products for the period ended from March 18, 2010 (date of acquisition) to December 31, 2010, the year ended December 31, 2011 and the year ended December 31, 2012.

 2010

 2011

 2012

Production quantity (in tonnes):

Anthracite

 65,046

 159,185

 [●]

Sales quantity (in tonnes):

Anthracite

 71,158

 152,564

 [●]

 2 / 11

We propose to include the following information in the last paragraph under the caption “Business of Dayuan Coal (Dayuan Mine)”:

The following table summarizes the production quantity and sales quantity of our anthracite products for the period ended from March 18, 2010 (date of acquisition) to December 31, 2010, the year ended December 31, 2011 and the year ended December 31, 2012. As Dayuan Mine underwent an upgrading mine development project in 2011, no summary of production and sale tonnages is provided for 2011.

 2010

 2011

 2012

Production quantity (in tonnes):

Anthracite

 9,555

 -

 [●]

Sales quantity (in tonnes):

Anthracite

 10,847

 -

 [●]

We propose to include the following information in the last paragraph under the caption “Business of Gouchang Coal (Gouchang Mine)”:

The following table summarizes the production quantity and sales quantity of our anthracite products for the period ended from March 18, 2010 (date of acquisition) to December 31, 2010, the year ended December 31, 2011 and the year ended December 31, 2012. As Gouchang Mine had not completed its upgrading mine development project until March 2011, no summary of production and sale tonnages is provided for 2010.

 2010

 2011

 2012

Production quantity (in tonnes):

Anthracite

 -

 96,068

 [●]

Sales quantity (in tonnes):

Anthracite

 -

 89,245

 [●]

We propose to include the following information in the last paragraph under the caption “Business of Linjiaao Coal (Zhulinzhai Mine)”:

As Zhulinzhai Mine was undergoing an upgrading mine development project for the period from June 2009 to October 2011, no summary of production and sale tonnages is provided.

 3 / 11

We propose to include the following information in the last paragraph under the caption “Business of Xinsong Coal (Liujiaba Mine)”:

The following table summarizes the production quantity and sales quantity of our anthracite products for the period ended from March 18, 2010 (date of acquisition) to December 31, 2010, the year ended December 31, 2011 and the year ended December 31, 2012. As Liujiaba Mine underwent an upgrading mine development project in 2011, there was no production in 2011; however a summary of sale tonnages of anthracite in 2011 from the production in the previous year is provided.

 2010

 2011

 2012

Production quantity (in tonnes):

Anthracite

 84,473

 -

 [●]

Sales quantity (in tonnes):

Anthracite

 84,357

 1,438

 [●]

3.

Please forward to our engineer, as supplemental information 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. Please 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 provided 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.

Response to Staff Comment 3:

In response to the Staff’s comments, the Company has provided to John Coleman, Mining Engineer, the September 2011 Behre Dolbear technical reports requested by the Staff in its letter of comment (the “Supplemental Information”). The Supplemental Information has been submitted in CD format as Adobe PDF files, to the address referenced by the Staff. The submission includes (a) the name and phone number for a technical person that the SEC engineer may call; (b) a written request for return of the Supplemental Information pursuant to Rule 12b-4 of Regulation 12B; and (c) a pre-paid, pre-addressed shipping envelope to facilitate return of the Supplemental Information.

 4 / 11

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 this category in each fiscal year. Please provide us with draft disclosure of your planned changes.

Response to Staff Comment 4:

In response to the Staff’s comment, the Company proposes to expand the disclosure, in future filings, to address the nature of the assets included in construction-in-progress at each balance sheet date, and the costs accumulated in each category in each fiscal year.

The Company respectfully advises the Staff that it proposes to add the following disclosure to Footnote 4 “Property, Plant and Equipment” of the Company’s financial statements starting with the Company’s financial statements for the year ended December 31, 2012.

F-pages – Note under Property, Plant and Equipment

Construction in progress consists of

 December 31,

 2011

 2012

 CNY

 CNY

 US$

Mine construction

 239,096

 [●]

 [●]

Civil construction

 65,145

 [●]

 [●]

Machinery and equipment

 39,878

 [●]

 [●]

Capitalized staff cost and design expenditures

 27,056

 [●]

 [●]

Borrowing cost capitalization

 34,540

 [●]

 [●]

Other capitalizable costs

 32,816

 [●]

 [●]

 438,531

 [●]

 [●]

 5 / 11

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.

Response to Staff Comment 5:

In response to the Staff’s comment, the Company proposes to include the following disclosure in our future filings, starting with the 2012 Form 20-F, to address our critical accounting policy considerations concerning impairment of our long-lived assets.

Impairment of non-financial assets

An impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available data from binding sales transactions in arm’s length transactions of similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

The Company further advises the Staff that the cash generating units are the individual mines owned by the Company and that the Company has also assessed any potential indicators of impairment at the cash generating unit level as at December 31, 2011. The Company concluded that there are no indicators of impairment for the following reasons:

·

The non-ferrous mine, the Yangchong Mine and coal mines that are in commercial production, namely the Baiping Mine and Gouchang Mine, are profitable.

 6 / 11

·

The coal mines, that are in development stage, namely the Yongsheng Mine, the Dayun Mine, the Dayuan Mine, the Zhulinzhai Mine and the Liujiaba Mine, to which the recent operating losses are attributed, to have been forecasted by the Company to be profitable once they have reached the commercial production stage due to the shortage of coal available in Guizhou Province where the coal mines are located.  Given previous experiences with the coal mines that are already in commercial production, the Company is confident that the all necessary permits for commercial production will be obtained for the mines that are in development.  Furthermore, the construction progress of these coal mines is consistent with the original planned timelines. A non-ferrous mine, the Sichong Mine, also contributed to the Company’s operating loss in 2011 inasmuch as the Sichong Mine was in the exploration stage in 2011. The exploration work of Sichong Mine was completed subsequent to 2011, and the next stage of prospecting work has commenced.  The Company forecasts the Sichong Mine to be profitable once it reaches the commercial stage.

·

In addition, the Company’s principal shareholder has confirmed its continuous financial support of the Company, thereby supporting the funding necessary for the construction of the coal mines being developed.  This was disclosed in the last paragraph of “Liquidity and Capital Resources” section on page 60 of the 2011 Form 20-F, as well as in footnote 2.1 “Basis of Preparation” on page F-12.

As a result, the Company did not perform an impairment test in 2011 or subsequently in 2012.

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

6.

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

Response to Staff Comment 6:

In response to the Staff’s comment, the Company respectfully advises the Staff that the IFRIC Interpretation 20 is not applicable to the Company, as all mines owned by the Company since establishment are underground mines, and the Company did not operate any surface mining operations and does not expect to engage in any surface mining activities in the future. As a result, the adoption of IFRIC Interpretation 20 is not expected to impact the financial statements of the Company in future filings.

 7 / 11

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 reported, within the time periods specified by the Securities and Exchange Commission.” The definition of disclosure controls and procedures in Rule 13a-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 management, 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 disclosure to include your determination of the effectiveness of disclosure controls and procedures, as fully defined.

Response to Staff Comment 7:

We confirm that we will expand our description of disclosure controls to include our determination of the effectiveness of disclosure controls and procedures, as fully defined, in future filings starting with the 2012 Form 20-F.

Notes to the Consolidated Financial Statements, page F-11

Note 2.3 – Summary of Significant Accounting Policies, page F-13

(e) Property, Plant and Equipment, page F-15

8.

Please confirm in future filings you will revise your 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 planned revisions.

Response to Staff Comment 8:

In response to the Staff’s comment, the Company respectfully submits that the Company has not historically incurred, and does not expect to incur, any stripping costs, whether pre-production or production-stage.  This is in line with the Company’s response to Staff Comment 6 wherein it indicated that IFRIC Interpretation 20 would not be applicable to the Company.  However, in response to the Staff’s comments, the Company respectfully advises the Staff that it proposes to revise its disclosure to clarify the accounting for mine development costs in future filings.

The Company proposes to add the following disclosure to Footnote 2.3 “Summary of Signifi

CORRESP
1
filename1.htm

Correspondence

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

January 14, 2013

“CORRESP”

United States Securities and

Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:  Mr. James Giugliano

 Re:

 China Natural Resources, Inc.

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

 Staff Letter of Comment dated December 21, 2012

 SEC File No. 0-26046

Ladies and Gentlemen:

We acknowledge receipt of the Staff’s comment letter dated December 21, 2012 (received January 11, 2013); and confirm our intention to respond to the Staff’s comments on or before January 25, 2013.

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chief Executive Officer

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

October 20, 2010

Mr. Li Feilie Chief Executive 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
Filed May 26, 2010 Response Letter Dated August 30, 2010 File No. 000-26046
  Dear Mr. Li Feilie:
 We have completed our review of your fili ngs, and do not have any further comments at
this time.
Sincerely,
     H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

August 30, 2010

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Chris White, Branch Chief

Donald F. Delaney, Staff Accountant

George Schuler, Mining Engineer

H. Roger Schwall, Assistant Director

Parker Morrill

Laura Nicholson

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2009

Staff Letter of Comment dated July 30, 2010

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated July 30, 2010 relating to our Annual Report on Form 20-F for the year ended December 31, 2009 (the “Annual Report”).

We respond to the Staff’s comments as follows:

Form 20-F for the Fiscal Year Ended December 31, 2009

General

1.

Please provide the disclosure required by Item 16G (Corporate Governance) of Form 20-F.

Response to Staff Comment 1:

While the Company believes that the requested disclosure is included under Item 6.C – “Board Practices; NASDAQ Requirements” beginning on page 54 of the Form 20-F, the Company proposes to include the following disclosure under Item 16.G of Form 20-F:

Our Common Shares are currently listed on the NASDAQ Capital Market and, for so long as our securities continue to be listed, we will remain subject to the rules and regulations established by the NASDAQ Stock Market as being applicable to listed companies. NASDAQ rules include various corporate governance requirements applicable to listed securities. While all NASDAQ-listed companies are subject to certain of these corporate governance requirements, foreign private issuers such as our company are exempt from other corporate governance requirements if the laws of their home jurisdiction do not

United States Securities and

     Exchange Commission

August 30, 2010

Page 2 of 35

otherwise require compliance. Since our home jurisdiction does not mandate compliance with some of these NASDAQ rules, we have opted out of compliance with them. A more detailed description of the NASDAQ requirements that we are not subject to is contained elsewhere in this report under Item 6.C – “Board Practices; NASDAQ Requirements.”

Risk Factors, page 3

2.

We note that the report from your auditors states that you have significant transactions and relationships with affiliated companies, and that because of these relationships, it is possible that the terms of these transactions may not be the same as those that would result from transactions among unrelated parties. Please add related risk factor disclosure. See Item 3.D of Form 20-F. In addition, please clarify whether your audit committee or your independent directors approve your related party transactions.

Response to Staff Comment 2:

While the Company believes that the risk factor requested by the Staff is specifically covered by the risk factor entitled “As a ‘foreign private issuer’ we are not subject to certain rules promulgated by NASDAQ that other NASDAQ-listed issuers are required to comply with, some of which are designed to provide information to and protect investors” appearing on page 9 of the Form 20-F, we propose to include the following risk factor in Item 3.D of Form 20-F:

As a foreign private issuer, we are exempt from certain NASDAQ rules, including those relating to the review of related party transactions. As a result, related party transactions may not receive the type of independent review process that other NASDAQ-listed companies receive, and the terms of these transactions may not be as favorable as could be obtained from unrelated parties.

We have historically engaged in a substantial number of transactions with related parties, predominantly with our Chairman and Chief Executive Officer and/or companies that he owns or controls. These transactions are described in greater detail elsewhere in this report. In general, NASDAQ rules require that related party transactions be reviewed by an audit committee or other committee comprised of independent directors. However, under NASDAQ rules applicable to Foreign Private Issuers such as our company, we are exempt from certain NASDAQ requirements, including the requirement applicable to independent director review of related party transactions. This exemption is available to us because the laws of the British Virgin Islands, our home jurisdiction, do not require independent review of related party transactions.

Notwithstanding the foregoing, non-recurring related party transactions (i.e., related party transactions that are not in the ordinary course of business) are approved by our board of directors, following disclosure of the related party’s interest in the transaction, and, in all cases, board approval has historically included the unanimous approval of our independent directors. In addition, our annual audited financial statements, including the related party transactions reported therein, are approved by our audit committee, which is comprised solely of independent directors. However, except to the limited extent described above, these transactions are not individually reviewed or approved solely by independent directors, and our Chairman and Chief Executive Officer is often present during the approval process and is permitted to cast a vote as a

United States Securities and

     Exchange Commission

August 30, 2010

Page 3 of 35

Board member. While management believes that related party transactions are on terms at least as favorable to the company as could be obtained from unrelated parties, there is no assurance that such is the case, or that shareholders would not be better protected if we were not exempt from, or we voluntarily complied with, the NASDAQ rule.

We also propose to modify the language elsewhere in the Form 20-F to the extent necessary to be consistent with the foregoing.

Wuhu Feishang depends on a single customer for its zinc production…, page 6

3.

We note your disclosure that the loss of your single customer for your zinc production would materially and adversely affect your results of operations, and we note your reference to a sales contract with such customer. Please tell us why you have not filed such contract as an exhibit to your filing. See the Form 20-F Instructions as to Exhibits.

Response to Staff Comment 3:

The Company reviewed the requirements of Form 20-F relating to the filing of exhibits and concluded that the sales agreement with Huludao Zinc Industry Co., Ltd. was not material to an investor’s understanding of the Company or its business. While the loss of Huludao would materially and adversely affect the Company, the sales agreement merely sets out commercial terms and does not impose any purchase obligation on the part of the purchaser. However, in view of the Staff’s comment, the Company proposes to file the sales agreement with Huludao with its next periodic report.

Item 4. Information and Development of the Company, page 11

4.

We note that you have described the information on your company and discussed operating and financial review and prospects information based on your legal entity structure. Please tell us your consideration of providing this information based on your reportable segments as disclosed in the notes to your financial statements. We refer you to Items 4.B and 5 of Form 20-F.

Response to Staff Comment 4:

It appears that Item 4.B suggests, but does not mandate, presentation consistent with segment disclosure. Although the Form 20-F discusses the operating and financial review and prospects information based on our legal entity structure in Item 4.B, we did segregate major categories “Mining of Zinc, Iron and Other Non-ferrous Metal” on page 13, “Discontinued Operations/ Disposal Activities” on page 25, and “Coal Mining and Development” on page 27. These primarily correspond to the disclosure under “Exploration and Mining – Non-ferrous Metal”, “Copper Smelting” and “Exploration and Mining – Coal” in note 16 to the audited financial statements. Notwithstanding the foregoing, we propose to provide a more transparent presentation and discussion in our future filings that more clearly identifies which legal entities are included in each segment.

United States Securities and

     Exchange Commission

August 30, 2010

Page 4 of 35

Business Overview, Page 13

5.

Please clarify in this section the business of Yangpu Lianzhong Mining Co., Ltd.

Response to Staff Comment 5:

We propose to add the following disclosure under “Yangpu Lianzhong and China Coal” on page 20 of the Company’s Form 20-F:

In addition to holding a 48% interest in Hainan Non-ferrous Metal, until the third quarter of 2009, Yangpu Lianzhong also engaged in certain trading activities of blister copper. For the years ended December 31, 2008 and 2009, the only supplier of blister copper to Yangpu Lianzhong was Feishang Copper, a subsidiary of the Company until the third quarter of 2009. During the years ended December 31, 2008 and 2009, Yangpu Lianzhong sold blister copper to Wuhu Hengxin and Wuhu Hengchang, both of which are related parties, amounting to RMB26.21 million (US$3.84 million) and RMB63.03 million (US$9.23 million), respectively. The sales price was determined based on the average price per tonne of cathode copper over the five consecutive trading days subsequent to the delivery date, as published on the website of the Shanghai Future Exchange (http://www.shfe.com.cn), less RMB1,050. The Company believes that the terms of the related party transaction are consistent with customary commercial terms and are at least as favorable to the Company as could have been obtained from an unrelated party.

6.

Please discuss your sales to related parties in the context of your disclosure regarding your products at page 16 and your disclosure regarding your customers at page 19. In addition, please disclose how sales prices are determined with respect to the sale of your products to related parties.

Response to Staff Comment 6:

Please see response to Staff Comment 5.

United States Securities and

     Exchange Commission

August 30, 2010

Page 5 of 35

Organizational Structure, page 36

7.

Please revise your chart at page 36 to reflect the abbreviated terms that you use for your references to your subsidiaries and affiliates, as described on pages (i)-(iii).

Response to Staff Comment 7:

The Company proposes to replace the chart on page 36 of the Company’s Form 20-F with the following:

United States Securities and

     Exchange Commission

August 30, 2010

Page 6 of 35

Operating and Financial Review and Prospects, page 38

Operating Results, page 39

8.

We note your disclosure at page 16 regarding your sales of copper concentrate. Please tell us why you do not discuss such sales in connection with your operating results.

Response to Staff Comment 8:

We have not included the discussion of copper concentrates on page 39 of the Company’s Form 20-F because there were no such sales in 2009. In addition, sales of copper concentrates in 2008 were only seven tonnes (approximately RMB338,000 or US$49,510), which was considered immaterial.

9.

Please clarify, if true, that the sales of blister copper discussed at page 40 were made to related parties.

Response to Staff Comment 9:

The Company proposes to modify the fourth paragraph on page 40 of Form 20-F as follows:

Sales generated by Yangpu Lianzhong consisted of blister copper sold to Wuhu Hengchang, a related party. Sales of blister copper increased by RMB36.82 million (US$5.39 million), or 140.46%, from RMB26.21 million (US$3.84 million) in 2008 to RMB63.03 million (US$9.23 million) in 2009. The increase was contributed to by the increase of sales volume of blister copper, which was partly offset by a decrease in the selling price of blister copper. In 2009, we sold 1,669 tonnes of blister copper, representing an increase of 1,093 tonnes, or 189.77%, from 576 tonnes in 2008. The selling price of blister copper in 2009 decreased by RMB7,741 (US$1,134), or 17.01%, from RMB45,497 (US$6,664) in November 2008 to RMB37,756 (US$5,530) in August 2009.

Selling, General and Administrative Expense, page 41

10.

In each of your year-over-year comparative explanations, you state the change in SG&A was partially due to an increase or decrease in depletion of mining rights. Please tell us why you included depletion of mining rights in SG&A, and not as component of cost of sales in determining your gross profit measures presented in your statements of operations. Refer to SAB Topic 11:B, which states, “depreciation, depletion and amortization should not be positioned in the income statement in a manner which results in reporting a figure for income before depreciation.” If you have improperly excluded depletion from cost of sales, please explain to us how you plan on correcting this error.

Response to Staff Comment 10:

The Company’s accounting policy is to include depreciation, amortization and depletion of its mining rights and mining related capital assets in cost of sales. Depreciation and amortization related to corporate facilities and operations (non-mining related) are included in general and administrative expense. The

United States Securities and

     Exchange Commission

August 30, 2010

Page 7 of 35

2008 statement of operations includes approximately US$600,000 of amortization in general and administrative expense, which represents an adjustment posted to correct accumulated amortization in 2008. This adjustment was considered to be an immaterial correction and was not specifically related to 2008 sales; therefore, the amount was recorded to general and administrative expense. In addition, in accordance with SAB Topic 11:B, to avoid placing undue emphasis on “cash flow”, amortization and depreciation was not positioned in the income statement in a manner which resulted in reporting a figure for income before depreciation. The Company proposes in future filings to enhance its discussion and analysis regarding this specific change, and to clarify in the statements of operations’ line items where depreciation, depletion and amortization are presented, if other than in cost of sales.

Discontinued Operations, page 42

11.

Your disclosure on page 42 states that the decrease in other income (expense) for the nine months ended September 29, 2009 was “partially offset by the written back of inventory provision amounting to RMB 16.30 million (US$2.39 million).” Please explain how your accounting related to marking up the inventory value is consistent with the interpretive response in SAB Topic 5:BB.

Response to Staff Comment 11:

The discussion on page 42 of the Form 20-F describes the Company’s discontinued operation of Mark Faith Development Limited (“Mark Faith”). The purpose of this limited discussion was to provide certain information relating to the operations of Mark Faith up to the time of sale. The discussion regarding changes in sales, gross profit, SG&A expenses, other income and net income, all refer to components of Income From Discontinued Operations.

The discussion of the changes in other income (expense) and the reference to a change in the inventory reserve was intended to describe inventory that was recorded at its net carrying value (LCM) and was sold for greater than its carrying value. This discussion was not intended to imply that any inventory that had been previously marked down to the lower of cost or market was being adjusted to a greater amount.

We propose to clarify this disclosure in future filings.

Trend Information, page 45

12.

We note your disclosure that prior to the commencement of commercial operations at Guizhou Yongfu Mining Co. Limited or Guizhou Dayun Mining Co. Ltd., it is believed that the iron and zinc business of Wuhu Feishang Mining Development Co. Ltd. woul

CORRESP
1
filename1.htm

Correspondence

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

 August 5, 2010

“CORRESP”

United States Securities and

Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:

Mr. Donald F. Delaney

Re:

China Natural Resources, Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2009

Staff Letter of Comment dated July 30, 2010

SEC File No. 000-26046

Ladies and Gentlemen:

Reference is made to the Staff’s letter of comment dated July 30, 2010 relating to the above-referenced matter, and to the August 5, 2010 telephone conversation between Donald F. Delaney of the Division of Corporate Finance and Steven I. Weinberger of Schneider Weinberger & Beilly LLP, the Company’s counsel. Please be advised that the Company requires additional time to review, evaluate and respond to the Staff’s comments, and, to the extent deemed necessary in response to the Staff’s engineering comments, to prepare and/or assemble the necessary translations, maps, charts and drawings relating to the Company’s mining properties.

In furtherance of the foregoing, we hereby advise you that we expect to respond to the Staff’s July 30, 2010 letter by August 30, 2010, and we hereby request an extension of time until such date in order to provide our response.

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chief Executive Officer

July 30, 2010

Mr. Li Feilie Chief Executive 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
Filed May 26, 2010 File No. 000-26046
 Dear Mr. Li 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 advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 20-F for the Fiscal Year Ended December 31, 2009

 General

 1. Please provide the disclosure required by Item 16G (Corporat e Governance) of Form 20-
F.
 Risk Factors, page 3

 2. We note that the report from your auditors st ates that you have si gnificant transactions
and relationships with affiliated companies, a nd that because of these relationships, it is
possible that the terms of these transactions  may not be the same as those that would
result from transactions among unrelated pa rties.  Please add related risk factor
disclosure.  See Item 3.D of Form 20-F.  In addition, please clar ify whether your audit
committee or your independent directors appr ove your related part y transactions.

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 2

Wuhu Feishang depends on a single custom er for its zinc production…, page 6
 3. We note your disclosure that the loss of your single cust omer for your zinc production
would materially and adversely affect your results of operations, and we note your reference to a sales contract with such cust omer.  Please tell us why you have not filed
such contract as an exhibit to your filing.  S ee the Form 20-F Instruc tions as to Exhibits.

Item 4.  Information and Development of the Company, page 11

4. We note that you have described the in formation on your company and discussed
operating and financial review and prospect s information based on your legal entity
structure.  Please tell us your consideration of providing this info rmation based on your
reportable segments as disclose d in the notes to your financ ial statements.  We refer you
to Items 4.B and 5 of Form 20-F.
 Business Overview, page 13

5. Please clarify in this section the bus iness of Yangpu Lianzhong Mining Co., Ltd.

6. Please discuss your sales to related parties in  the context of your disclosure regarding
your products at page 16 and your disclosure  regarding your customers at page 19.  In
addition, please disclose how sa les prices are determined with  respect to th e sale of your
products to related parties.
 Organizational Structure, page 36

7. Please revise your chart at page  36 to reflect the abbreviate d terms that you use for your
references to your subsidiaries and affilia tes, as described on pages (i)-(iii).
 Operating and Financial Revi ew and Prospects, page 38

 Operating Results, page 39

 8. We note your disclosure at page  16 regarding your sales of copper concentrate.  Please
tell us why you do not discuss such sales in connection with your  operating results.
 9. Please clarify, if true, that the sales of bliste r copper discussed at page 40 were made to
related parties.
 Selling, General and Administrative Expense, page 41

 10. In each of your year-over-yea r comparative explanations, you state the change in SG&A
was partially due to an increase or decrease in depletion of mining rights. Please tell us
why you included depletion of mining rights in SG&A, and not as a component of cost of

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 3

sales in determining your gross profit meas ures presented in your statements of
operations.  Refer to SAB Topic 11:B, wh ich states, “depreciation, depletion and
amortization should not be positioned in the income statement in a manner which results
in reporting a figure for income before depr eciation."  If you have improperly excluded
depletion from cost of sales, please explain to us how you plan  on correcting th is error.

Discontinued Operations, page 42
 11. Your disclosure on page 42 states that the decr ease in other income (expense) for the nine
months ended September 29, 2009, was “partially offset by the written back of inventory
provision amounting to RMB 16.30 million (U S$2.39 million).”  Please explain how
your accounting related to marking up the i nventory value is consistent with the
interpretive response in SAB Topic 5:BB.
 Trend Information, page 45

 12. We note your disclosure that prior to the commencement of commercial operations at
Guizhou Yongfu Mining Co. Limited or Guiz hou Dayun Mining Co. Ltd., it is believed
that the iron and zinc business of Wuhu Feishang Mining Development Co. Ltd. would
“remain” as the primary contri butor to your turnover.  Howeve r, it appears that sales of
blister copper by Yangpu Lianzhong Mining Co.,  Ltd. have also comprised a significant
portion of your sales.  Please advise.
13. Similarly, please tell us whether your sale  of Mark Faith Technology Development
Limited will have a material effect on your gross profit related to your future sales of
blister copper, and on your consolidated revenue , income or profits.  In that regard, we
note that Bayannaoer City Feishang Copper C o. Ltd., a subsidiary of Mark Faith, was
engaged in the smelting and refining of copper.
 Directors, Senior Management and Employees, page 49

 Compensation, page 50

 14. With a view toward disclosure, please clarify why your chief executive officer, your executive vice president and your chief fina ncial officer earned no compensation from
you during your fiscal year ended December 31, 2009.
 Board Practices, page 52

 Nominating and Corporate Governance Committee;  Member Nominees for Director, page 53

 15. We note your disclosure regarding procedur es for “members” to propose candidates for
director.  Please clarify, if true, that these procedures appl y to proposals by your
shareholders.

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 4

Related Party Transactions, page 57
 16. Please disclose in this section the loan gua rantee provided by a company controlled by
your chief executive officer.  See Item 7.B of  Form 20-F.  In this regard, we note a
reference to such guarantee at page 43.
 Financial Statements

 Note 2 – Summary of Significant Accounting Policies

 (f) Property and Equipment, page F-16

 17. Please revise your disclosure in future filings to disclose your accounting policy for exploration and development costs incurred.  Your disclosure shoul d clearly explain how
you determine whether such costs are expensed or capitalized.
 Note 6 – Property and Equipment, page F-26

 18. Please revise your disclosure in future filin gs to describe the nature of the amounts
capitalized as construction in progress.  Please explain the specific projects that are
currently in construction, when you anticipat e that construction will be completed, and
the amount capitalized for each project.
 Note 11 – Income Taxes, page F-30

 19. Please explain why you do not have a deferred tax liability recorded for your property
and equipment.  In addition, explain the natu re of the permanent differences that are
reflected in your income ta x expense reconciliation.
 Note 12 – Related Party Balances  and Transactions, page F-33

 20. We note that you have recorded RMB68,740 of accounts receivable due from Wuhu
Hengchang, a related party controlled by Mr. Li. Feilie, as of December 31, 2009.  We
further note that the amount of receivables due from this related pa rty exceeds the amount
of related party revenue that you have recogni zed in fiscal year 2009.  Please explain how
you determined that collect ability is reasonably assu red, and hence how you have
determined that you have met the revenue recognition requirements of SAB No. 104.  As
part of your response, explain when you antic ipate that you will receive payment for your
related party accounts receivable.
 Note 16 – Segment Information, page F-39

 21. We note that several of the consolidated  segment total amounts do not agree to your
consolidated statements of operations for the years ended December 31, 2009 and 2008.

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 5

For example, total net sales, income (loss) from operations, and income tax expense reported in your segment footnote do not ag ree to your consolidated statements of
operations.  Please revise your disclosure to  provide the reconcilations required by FASB
ASC Topic 280-10-50-30 and 31.  In addition, tell us the nature and amount of each
significant reconciling item and how you have determined that your reporting complies
with FASB ASC Topic 280.
 22. Please tell us what consideration you gave to providing the amounts of investment in
equity method investees and tota l expenditures for additions to long-lived assets, for each
of your operating segments.  Refer to FASB ASC Topic 280-10-50-25, for additional
guidance.
 Exhibits

 23. It appears that any contracts related to your sales to relate d parties would be considered
material contracts.  Please file any such cont racts as exhibits to your filing.  See the Form
20-F Instructions as to Exhibits.
 Exhibits 12.1 and 12.2

24. We note each of your officers’ ce rtifications replaced the word “period” with “year,” in
several instances and, in Item 4(d), stated they had disclosed any change in internal
control, “that occurred during the Registrant’s  fourth fiscal quarte r,” rather than, “that
occurred during the period covered by th e annual report."  Please revise your
certifications in future filings to correspond ex actly with the form of certification set forth
in Instruction 12 to the E xhibits to Form 20-F.

Engineering Comments

Risks Relating to PRC Operations and Fo reign Private Issuer Status, page 9

25. We note your statement regarding the PRC govern ment’s concern for safety in the coal
mining industry.  In an appropriate section of  your filing, please include a discussion of
your safety performance refere ncing your safety programs a nd statistical measures your
organization utilizes to monitor performance,  such as occupational fatality and injury
frequency rates.  Please expa nd your discussion related to sa fety and health to include
these occupational injury and frequency statistics, comparisons to comparable national statistics, and your performance as demonstrated by these rates.
 Yang Chong Mine, page 18

 26. Please insert a small-scale map showing the location and access to each of your material
properties, as required by Instruction 1(a) to Item 4.D of Form 20-F.  Please note the
EDGAR program now accepts Adobe PDF files and digital maps, so please include these

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 6

maps in any amendments that are uploaded to  EDGAR.  It is relatively easy to include
automatic links at the appropriate locations within the document to GIF or JPEG files,
which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more info rmation, please consult the EDGAR manual, and
if additional assistance is required, please call Filer Support at (202) 551-3600 for Post-
Acceptance Filing Issues or (202) 551-8900 for Pre-Acceptance Filing Issues.  We believe the guidance in Instruction 1(a) to It em 4.D of Form 20-F would generally require
maps and drawings to comply  with the following features:

• A legend or explanation showing, by means of  pattern or symbol, every pattern or
symbol used on the map or drawing.

• A graphical bar scale should be included.  A dditional representations of scale such as
"one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relations hip to the state or
province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction wi th any map, the identity of
the geologist or engineer that prepared such data.

Any drawing should be simple enough or of suff iciently large scale to clearly show all
features on the drawing.
 27. Please disclose the information required under paragraph (b) of Industry Guide 7 for all
your material properties listed under this head ing.  For any properties  identified that are
not material, please include a statement to that  effect, clarifying your intentions.  For each
material property, include the following information:

• The location and means of access to your  property, including the modes of
transportation utilized to and from the property.

• Any conditions that must be met in order to  obtain or retain title to the property,
whether your have surface and/or mineral rights.

• A brief description of the rock formations  and mineralization of  existing or potential
economic significance on the property.

• A description of any work completed on the property and its  present condition.

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 7

• The details as to modernization and physic al condition of the plant and equipment,
including subsurface improvements and equipment.

• A description of equipment, infr astructure, and other facilities.

• The current state of expl oration of the property.

• The total costs incurred to date and all planned future costs.

• The source of power and water that can be utilized at the property.

• If applicable, provide a clear statement th at the property is without known reserves
and the proposed program is exploratory in nature.

You may refer to Industry Guide 7, paragraphs  (b) (1) through (5), for specific guidance
pertaining to the foregoin g, available on our website at the following address:
www.sec.gov/about/forms/industryguides.pdf

28. Please disclose the following information for each of your properties:

• The nature your ownership or  interest in the property.

• A description of all interest s in your properties, includi ng the terms of all underlying
agreements and royalties.

• Describe the process by which mineral right s are acquired at this location and the
basis and duration of your mineral rights, surface rights, mining claims or concessions.

• An indication of the type of claim or conce ssion such as placer or  lode, exploration or
exploitation, whether the mini ng claims are State or Fede ral mining claims, patented
or unpatented claims, mining leas es, or mining concessions.

• Please include certain identif ying information, such as the property names, claim
numbers, grant numbers, mining concession name or number, and dates of recording and expiration that is sufficient to enable the claims to be distinguished from other
claims that may exist in th e area or your properties.

• The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary  payments, annual maintenance fees, and
disclose who is responsible for paying these fees.

• The area of your claims, either  in hectares or in acres.

Mr. Li Feilie
 China Natural Resources
 July 30, 2010
Page 8

 29. Please refine your estimate of your proba ble reserves at the Yang Chong mine by
including the quantity (Tonnage ) and a grade (Quality).
 30. Please include a table of your annual mine pr oduction and concentrate sales for the last
five years.  Please display the tonnage and grade of both your mine production and concentrate sales in this table.
 Busines

CORRESP
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Acceleration Request

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

 January 20, 2010

VIA EDGAR

United States Securities and

Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C.  20549-6010

Re:

China Natural Resources, Inc.

Registration Statement on Form F-3

File No. 333-163702

Dear Sir/Madam:

The undersigned registrant hereby requests acceleration of the effective date of its Registration Statement on Form F-3 (SEC File No. 333-163702) to Friday, January 22, 2010 at 10:00 a.m., or as soon thereafter as is practicable.

We acknowledge that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

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

The undersigned acknowledges to the staff its awareness of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

 Respectfully yours,

 CHINA NATURAL RESOURCES, INC.

 By:

 /s/ Li Feilie

 Li Feilie

 Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

January 8, 2010
 Mr. Wong Wah On Edward Director, Secretary and Ch ief Financial Officer
China Natural Resources, Inc. Room 2205, 22/F, West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, H ong Kong

 Re: China Natural Resources, Inc.
  Registration Statement on Form F-3   Filed December 14, 2009   File No. 333-163702
Dear Mr. Wong:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. In your electronic filing, you have file d the body of your Form F-3 under the
description for Exhibit 5.1 and 23.2, and you have filed your Exhibit 23.1 consent
under the description for Form F-3.  Please amend your filing to file your documents under the proper descriptions.

Exhibit 5.1

 2. Please instruct counsel to re vise its legal opinion to opine  as to whether or not the
warrants to purchase common stock and/or  preferred stock are legal, binding

China Natural Resources, Inc.
Mr. Wong Wah On Edward January 8, 2010 Page 2
obligations of your company under the a pplicable contract law governing the
warrant agreement.

****

As appropriate, please amend your filing in response to these comments.  Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T.  Marked copies such as
those in HTML format that show changes w ithin paragraphs help us to expedite our
review.  Please furnish a cover letter with  each amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
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 all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to any comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are

China Natural Resources, Inc.
Mr. Wong Wah On Edward January 8, 2010 Page 3  aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Kevin Dougherty at (202)  551-3271, or in his absence, Mike
Karney at (202) 551-3847 with any questions.  If you require furthe r assistance, you may
contact the undersi gned at (202) 551- 3745.

     S i n c e r e l y ,

     H. Roger Schwall      A s s i s t a n t  D i r e c t o r
cc: Via Facsimile (561) 362-9612

 Steven I. Weinberger, Esq.  Schneider Weinberger & Beilly LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        October 7, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2008
Filed June 26, 2009
  File No. 0-26046

    Dear Mr. Feilie:
We have completed our review of your Form 20-F and related filings and have no
further comments at this time.           S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f    cc:  Mr. Steven I. Weinberger        Schneider Weinberger & Beilly LLP

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Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

October 5, 2009

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Chris White, Branch Chief

Gary Newberry, Staff Accountant

George Schuler, Mining Engineer

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2008

Staff Letter of Comment dated September 21, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated September 21, 2009 relating to our Annual Report on Form 20-F for the year ended December 31, 2008 (the “Annual Report”).

We respond to the Staff’s comment as follows:

Form 20-F for the Fiscal Year Ended December 31, 2008

1.

We have considered your responses to our prior comments number two, three and four in our letter of July 20, 2009. We continue to believe these circumstances meet the definition of a correction of an error under Statement of Financial Accounting Standards 154. The stated policies in your Fiscal Year 2007 financial statements were to amortize mining rights based on estimated reserves and depreciate mine development costs over a life of 15-35 years, rather than amortizing based on proven and probable reserves as defined in Guide 7 and AICPA SEC International Practices Task Force Codification of Highlights as of March 2003. As such, both cases appear to be a change from an accounting principle that is not generally accepted to one that is generally accepted, and therefore is a correction of an error.

Based on your assessment of the materiality of the amounts involved, the guidance cited under Staff Accounting Bulletins 99 and 108 would require correction of these amounts in the financial statements for each year presented in any future filings. Please confirm that the effect of such corrections for years 2005 through 2008 will be made for the financial statements required to be presented in your Form 20-F for Fiscal Year 2009. Please call us to discuss any questions you have in regard to these requirements.

United States Securities and

     Exchange Commission

October 5, 2009

Page 2 of 2

Response to Staff Comment 1:

We confirm that our financial statements required to be presented in our Form 20-F for Fiscal Year 2009 will include the effect of corrections of amounts for years 2005 through 2008, as referenced in Staff Comment 1.

If you have any further questions or comments, please contact us or our counsel, Steven I. Weinberger, Esq., Schneider Weinberger & Beilly LLP, 2200 Corporate Blvd., NW, Suite 210, Boca Raton, FL 33431, (561) 362-9595 (telephone), (561) 362-9612 (fax) and steve@swblaw.net (email).

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chairman and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        September 21, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2008
Filed June 26, 2009 Response Letter Dated August 10, 2009
  File No. 0-26046

    Dear Mr. Feilie:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Form 20-F for the Fiscal Year Ended December 31, 2008

 1. We have considered your responses to our prior comments number two, three and four in our letter of July 20, 2009.  We continue to believe these circumstances meet the definition of a correction of an error under Statement of Financial Accounting Standards 154.  The stated policies in your Fiscal Year 2007 financial statements were to amortize mining rights based on estimated reserves and depreciate mine development costs over a life from 15-35 years, rather than amortizing based on proven and probable reserves as defined in Guide 7 and the AICPA SEC International Practices Task Force Codification of Highlights as of

Mr. Li Feilie
China Natural Resources Inc. September 21, 2009 Page 2
March 2003.  As such, both cases appear to be a change from an accounting principle that is not generally accepted to one that is generally accepted, and therefore is a correction of an error.

Based on your assessment of the materiality of the amounts involved, the guidance cited under Staff Accounting Bulletins 99 and 108 would require correction of these amounts in the financial statements for each year presented in any future filings.  Please confirm that the effect of such corrections for years 2005 through 2008 will be made for the financial statements required to be presented in your Form 20-F for Fiscal Year 2009.  Please call us to discuss any questions you have in regard to these requirements.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Gary Newberry at ( 202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f    cc:  Mr. Steven I. Weinberger        Schneider Weinberger & Beilly LLP

CORRESP
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Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

August 10, 2009

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Chris White, Branch Chief

Gary Newberry, Staff Accountant

George Schuler, Mining Engineer

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2008

Staff Letter of Comment dated July 24, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated July 24, 2009 relating to our Annual Report on Form 20-F for the year ended December 31, 2008 (the “Annual Report”).

We respond to the Staff’s comments as follows:

Form 20-F for the Fiscal Year Ended December 31, 2008

Quantitative and Qualitative Disclosures About Market Risk

Commodity price risk, page 67

1.

We note you hold copper future contracts as of December 31, 2008 as disclosed in your financial statements. Provide the quantitative and qualitative disclosures about market risk for these market risk sensitive instruments. Refer to Item 11(a) and (b) and related instructions in Form 20-F.

Response to Staff Comment 1:

Commodity Price Risk

From time-to-time, we enter into derivatives, including copper futures contracts, to mitigate the potential impact of fluctuations in the commodity price. We record these derivative contracts at fair value on our consolidated balance sheet as either an asset or liability.

United States Securities and

     Exchange Commission

August 10, 2009

Page 2 of 8

As of December 31, 2008, Feishang Copper had 350 lots of outstanding copper future contracts for non-effective hedging purpose (with a fair value of approximately RMB 4.1 million (US$600,000)) to sell a total of 1,750 metric tons (5 metric tons per lot) of copper on March 15, 2009, at RMB22,610 (US$3,312) per ton. The Company acquired Feishang Copper on March 4, 2008, and, accordingly, preceding year information is not presented. These copper future contracts were purchased in December 2008 on the Shanghai Futures Exchange through Haitong Futures Brokerage Co., Ltd. The details of these copper futures contracts, which were settled in cash before their maturity date in January 2009, are as follows:

Lot of contracts

 Position

 Maturity date

 Weighted average settlement price (per ton)

 Closing

price as at December 31, 2008 (per ton)

 RMB

 US$

 RMB

 US$

350

 Short

 March 15, 2009

 22,610

 3,312

 23,410

 3,429

The commodity price of copper fluctuates widely and is affected by factors beyond our control but which impact our earnings and cash flow. These copper futures contracts were settled in cash before their maturity date, in January 2009, and as a result the Company incurred a loss of approximately RMB6.04 million (US$885,000).

As the Company’s futures contracts were settled in January 2009, we propose to make such disclosures pursuant to Form 20-F in future filings for any new derivative instruments we may enter into.

Note 2 – Summary of Significant Accounting Policies

(g) – Property and equipment, page F-15

2.

We have considered your response to our prior comments number three in our letter of June 5, 2009. We do not agree with your conclusions. The amortization of mining assets would include the mine development costs and any other associated buildings and equipment used in the Yang Chong Mine and the Zao Yun Mine. Please revise your analysis under Staff Accounting Bulletin (SAB) 99 and 108 to present the impact of this change, which includes your mine development costs.

Response to Staff Comment 2:

The Company will amortize its mining assets (including mine development costs and any other associated buildings and equipment) based on its reserve estimates as of December 31, 2004 for the Yang Chong Mine, and as of December 31, 2005 for the Zao Yun Mine, and give subsequent effect to the reserves extracted and processed by our past mining activities, including the adjustment/ upgrades we have made to the reserves due to any continuing exploration, geologic study, or sampling activities.

The Company recalculated the amortization/ depreciation expense of mining rights and mining related assets based on the revised reserve estimates for 2008, 2007, 2006 and 2005, and determined that the differences between the recalculated amounts of amortization/ depreciation each period and the amount recorded each period was approximately RMB 3,201,000 (US$469,000), RMB 1,425,000 (US$195,000), RMB 1,399,000 (US$179,000), and RMB 4,006,000 (US$496,000) in 2008, 2007, 2006 and 2005, respectively.

United States Securities and

     Exchange Commission

August 10, 2009

Page 3 of 8

In connection with these calculations, management has reviewed the requirements of SAB 99, “Materiality” and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” for purposes of evaluating the materiality of the estimated amortization and depreciation related to the Company’s mining rights. Management determined that the impact on the Company’s balance sheets is not material, and the tax effected impact of the potential additional amortization/ depreciation is not significant in any of the impacted reporting periods. As such, management has concluded that it does not believe adjustments are necessary to the 2008, 2007, 2006 and 2005 consolidated financial statements.

A summary of this analysis is as follows:

Discussion

The SEC indicated in its comment letters dated June 5, 2009 and July 24, 2009 that amortization/ depreciation of mining rights/ mining related assets is to be based on established probable reserves as the denominator and that amortization of mining assets includes mine development costs and any other associated buildings and equipment. This approach differs from our previous calculation which includes mineralized material as the denominator on mining rights, and the use of a straight-line basis on mining related assets. We do not believe this is an error, but rather a change in accounting estimate with respect to the amortization of mining rights and depreciation of mining related asset because the probable reserve was not established until June 5, 2009. See response to Staff Comment 3, below.

Assessment of Materiality

SEC Staff Accounting Bulletin No. 99 – Materiality (“SAB 99”) is the relevant guidance to be applied to the facts of our situation. SAB 99 states that both quantitative and qualitative factors are to be taken into consideration when assessing materiality. Per SAB 99 “quantifying… the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations. Materiality concerns the significance of an item to users of a registrant’s financial statements. A matter is ‘material’ if there is substantial likelihood that a reasonable person would consider it important.”

SAB 99 also refers to Statement of Financial Accounting Concepts No. 2, which defined materiality as “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

SAB 99 specifically states, “In the context of a misstatement of a financial statement item, while the ‘total mix’ includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in the accounting and auditing literature for this analysis is that financial management and the auditor must consider both ‘quantitative’ and ‘qualitative’ factors in assessing an item’s materiality.”

United States Securities and

     Exchange Commission

August 10, 2009

Page 4 of 8

Quantitative Factors

An analysis of the numeric impact of the adjustments is as follows:

(Amount in thousands, except per share data)

 Year ended December 31, 2005

 Year ended

December 31, 2006

 Year ended December 31, 2007

 Year ended December 31, 2008

 RMB

 RMB

 RMB

 RMB

Total Assets

As reported

 104,643 (US$12,967)

 180,765 (US$23,159)

 582,081 (US$79,768)

 812,936 (US$119,065)

As adjusted

 100,509 (US$12,454)

 175,232 (US$22,451)

 575,122 (US$78,815)

 808,660 (US$118,438)

Difference

 4,134

 (US$513)

 5,533

 (US$708)

 6,959

 (US$953)

 4,276

 (US$627)

% thereon

 3.95%

 3.06%

 1.20%

 0.53%

Carrying Value of Mining Rights and Mining Related Assets

As reported

 15,347

 (US$1,902)

 17,799

 (US$2,280)

 16,865

 (US$2,311)

 11,959

 (US$1,752)

As adjusted

 11,213

 (US$1,389)

 12,266

 (US$1,572)

 9,906

 (US$1,358)

 7,683

 (US$1,125)

Difference

 4,134

 (US$513)

 5,533

 (US$708)

 6,959

 (US$953)

 4,276

 (US$627)

% thereon

 26.94%

 31.09%

 41.26%

 35.76%

Net Income

As reported

 44,046

 (US$5,458)

 72,548

 (US$9,295)

 24,735

 (US$3,390)

 76,028

 (US$11,135)

As adjusted

 40,641

 (US$5,036)

 71,359

 (US$9,143)

 23,524

 (US$3,224)

 78,429 (US$11,487)

Difference

 3,405

 (US$422)

 1,189

 (US$152)

 1,211

 (US$166)

 -2,401

 (US$-352)

% thereon

 7.73%

 1.64%

 4.90%

 -3.16%

Basic EPS

As reported

 4.41

 (US$0.55)

 6.36

 (US$0.81)

 1.86

 (US$0.26)

 3.94

 (US$0.58)

As adjusted

 4.07

 (US$0.50)

 6.26

 (US$0.80)

 1.77

 (US$0.24)

 4.06

 (US$0.60)

Diluted EPS

As reported

 4.36

 (US$0.54)

 5.26

 (US$0.67)

 1.43

 (US$0.20)

 3.41

 (US$0.50)

As adjusted

 4.02

 (US$0.50)

 5.17

 (US$0.66)

 1.36

 (US$0.19)

 3.52

 (US$0.52)

United States Securities and

     Exchange Commission

August 10, 2009

Page 5 of 8

The Company has already applied prospectively the effect of mining right adjustments in 2008. The adjustments of mining related assets will have an impact on the 2009 consolidated financial statements as the Company intends to apply prospectively the effect of adjustments in 2009.

Qualitative Factors

SAB 99 identifies certain qualitative considerations to take into account in assessing the materiality of an error which is not intended to be an exhaustive list. A summary of those considerations, and the Company’s analysis of the considerations to the case at hand is as follows:

1.

Is the misstatement subject to precise measurement? - NO.

2.

Does the misstatement mask a change in earnings or other trends? – NO.

3.

Does the misstatement hide a failure to meet analyst’s expectations? – NO.

4.

Does the misstatement change a loss into income or vice versa? – NO.

5.

Does the misstatement concern a segment or portion of the business playing a significant role in operations – N/A (the Company operated in only one segment through 2007).

6.

Does the misstatement affect compliance with regulatory requirements? – NO.

7.

Does the misstatement affect compliance with loan covenants or contractual requirements? – NO.

8.

Did the misstatement have the effect of increasing management compensation? – NO.

9.

Did the misstatement involve concealment of an unlawful transaction? – NO.

10.

Was the misstatement intentional? NO.

An additional qualitative consideration is that the Company is an early stage company with limited trading of its common stock. Management believes that investors are not currently evaluating the Company based primarily on operating results, but rather are focused on the amount of resource/ reserve that the Company possesses.

Conclusion

As stated above, we do not believe this is an error, but rather a change in accounting estimate in amortizing the Company’s mining rights and depreciating the mining related assets (see response to Staff Comment 3, below). Regardless, management does not consider the impact of these adjustments to be material to the consolidated financial statements taken as a whole and management does not believe restatements on Form 20-F for December 31, 2005, 2006, 2007 and 2008 are necessary or meaningful. We believe that the qualitative factors outweigh the quantitative factors under this set of facts and circumstances. We have concluded that the judgment of a reasonable person relying upon the report would not have been changed or influenced if the consolidated financial statements had been presented so as to include the differences discussed above at the time.

Our conclusion is based on the following factors. First, the Company is not currently valued on earnings or total assets. The factors most important to stakeholders (amount of resource/ reserve) were not affected by the adjustments. Second, while the adjustments may be quantitatively material in certain respects (December 31, 2005) it is not material in a number of others (December 31, 2005, 2006 and 2008) and a qualitative analysis of the quantitative impact also leads to a conclusion that the adjustment was not material. Specifically, we do not believe there is a meaningful difference between a RMB76.03 million (US$11.14 million) net income and a RMB78.43 million (US$11.49 million) net income for the year ended December 31, 2008, nor do we believe there is a meaningful difference between the RMB7.68 million (US$1.13 million) carrying amount of mining right and mining related assets compared to a RMB11.96 million (US$1.75 million) balance as of December 31, 2008. Third, the adjustment had no

United States Securities and

     Exchange Commission

August 10, 2009

Page 6 of 8

bearing on contractual requirements, loan covenants, expectations, compensation nor did it conceal an unlawful transaction. Fourth, the adjustment was a matter of judgment. Based upon all information known to management at December 31, 2008, management believed they were properly accounting for the transactions, and all published guidance on the relevant issues support management’s beliefs.

In connection with these calculations, we performed an analysis pursuant to the requirements of SAB 99, “Materiality” and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” for purposes of evaluating the materiality of the estimated amortization related to mining rights. We have determined that the impact on the Company’s prior year consolidated balance sheets is not material and the tax effected impact of the potential amortization and depreciation are not significant in any of the impacted reporting periods. As such we have concluded that no adjustments to the Company’s consolidated financial statements are necessary.

3.

We further believe the specific guidance under Statement of Financial Standards (SFAS) 154 applies to this situation. Please tell us why you consider this to be a revision of your accounting policy and not a correction of an error.

Response to Staff Comment 3:

The Company considered SFAS 154 with respect to Response No. 2 above. Management believes that the Company’s change in amortizing/ depreciating mining assets related to the Yang Chong Mine and Zao Yun Mine represents a change in accounting estimate, to be accounted for on a prospective basis. SFAS 154, paragraph 2d, defines a “change in accounting estimate” as “… a necessary consequence of the assessment, in conjunction with the periodic presentation of financial statements, of the present status and expected future benefits and obligations associated with assets and liabilities. Changes in accounting estimates result from new information”.

The Company believes that the change in accounting estimate is the result of new information which came to management’s attention in 2009 (based upon the SEC Staff’s review and determination that the Yang Chong and Zao Yun Mines ha

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        July 24, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2008
Filed June 26, 2009 Response Letter Dated June 19, 2009
  File No. 0-26046

    Dear Mr. Feilie:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Form 20-F for the Fiscal Year Ended December 31, 2008

Quantitative and Qualitative Disclosures About Market Risk

Commodity price risk, page 67
 1. We note you hold copper future contracts as of December 31, 2008 as disclosed in your financial statements.  Provide the quantitative and qualitative disclosures about market risk for these market risk sensitive instruments.  Refer to Item 11(a) and (b) and related instructions in Form 20-F.

Mr. Li Feilie
China Natural Resources Inc.
July 24, 2009 Page 2   Note 2 - Summary of Significant Accounting Policies

 (g) – Property and equipment, page F-15

 2. We have considered your response to our prior comment number three in our letter of June 5, 2009.  We do not agree with your conclusions. The amortization of mining assets would include the mine development costs and any other associated buildings and equipment used in the Yang Chong Mine and the Zao Yun Mine.  Please revise your analysis under Staff Accounting Bulletins (SAB) 99 and 108 to present the impact of this change, which includes your mine development costs.
  3. We further believe the specific guidance under Statement of Financial Accounting Standards (SFAS) 154 applies to this situation.  Please tell us why you consider this to be a revision of your accounting policy and not a correction of an error.
  4. Based on your responses to the comments above, tell us how you will present the effects of this revision in your financial statements.
  Note 14 – Fair Value of Financial Instruments

 (a)  derivative financial instruments, page F-38

 5. We note the reported gain from and ending balance of your derivative instruments.  Provide disclosures required by SFAS 133, paragraph 44(2) to enable users of your financial statements to understand the volume of your derivative activity.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

Mr. Li Feilie
China Natural Resources Inc. July 24, 2009 Page 3
You may contact Gary Newberry at ( 202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f    cc:  Mr. Steven I. Weinberger        Schneider Weinberger & Beilly LLP

CORRESP
1
filename1.htm

Response Letter

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

June 19, 2009

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Attn:

Chris White, Branch Chief

Gary Newberry, Staff Accountant

George Schuler, Mining Engineer

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2007

Staff Letter of Comment dated June 5, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the Staff’s letter dated June 5, 2009 relating to our Annual Report on Form 20-F for the year ended December 31, 2007 (the “Annual Report”).

We respond to the Staff’s comments as follows:

Form 20-F for the Fiscal Year Ended December 31, 2007

Evaluation of Disclosure Controls and Procedures

1.

We note management has concluded that disclosure controls and procedures were effective as of the end of the fiscal year. In light of the additional disclosures and restatement to be made based on our comments and your responses, please further consider the need to amend the Form 20-F to disclose management’s revised conclusion on the effectiveness of your disclosure controls and procedures, i.e., that disclosure controls and procedures were not effective as of the end of the fiscal year. If you determine such revision is not necessary, please tell us the facts and circumstances you considered in reaching your conclusion.

Response to Staff Comment 1:

In light of the matters identified in SEC comment letters received by the Company between September 2008 and June 2009, and in consideration of the Company’s Reponses to those letters, including the responses outlined below, management believes that the Company’s disclosure controls and procedures were effective at December 31, 2007, and that these disclosure controls and procedures were properly designed to ensure that information required to be disclosed in its Exchange Act reports was recorded, processed, summarized and reported, within the specified time periods. This conclusion is based primarily on the following:

United States Securities and

     Exchange Commission

June 19, 2009

Page 2 of 9

·

Management believes that all information available to the Company at December 31, 2007 was indeed subject to the Company’s disclosures controls and procedures, and this information was utilized in recording, processing, summarizing and reporting/ presenting the Company as a production stage entity, and in the Company’s accounting for its mining rights and reserves.

·

Notwithstanding its history of operations and profitability, the Company previously determined that its mining activities did not meet the requirements of Industry Guide 7 with respect to the disclosure of proven or probable reserves. Accordingly, the Company took the conservative approach and did not disclose proven or probable reserves. The Company does not believe that there is a basis, either within Industry Guide 7 or in SEC rules, regulations or interpretations, upon which to base disclosure of proven or probable reserves in the event the parameters of Industry Guide 7 do not exist. It was only following an SEC review of the Company’s feasibility studies that the Staff, in the exercise of its discretion, determined that the Company’s feasibility studies were sufficient to support the existence of probable reserves. Since the Company’s reference point was Industry Guide 7 and since the Company’s feasibility studies did not, on their face, meet the requirements of Industry Guide 7, the Company did not believe it was in a position to exercise the discretion that the Staff exercised in reaching a conclusion supporting the existence of probable reserves.

·

As a result of the foregoing, the Company has developed new estimates concerning its amortization of such mining rights, and has developed additional disclosures which the Company intends to present in future filings. This information however, was not available at December 31, 2007.

·

Under the foregoing circumstances, and the subjectivity of certain of the analyses considered by the Staff in it comments, the Company does not believe that there are material weaknesses or significant deficiencies in its disclosure controls and procedures so as to warrant a conclusion that disclosure controls and procedures were not effective at December 31, 2007.

·

The Company did consider whether its newly developed estimates and/or disclosures had any material impact on prior periods pursuant to SAB 99 and SAB 108, and determined that any such differences were not material (see Response to Staff Comment 3 below).

Note 2 – Summary of Significant Accounting Policies

(e) – Property and equipment, page F-12

2.

We have considered your response to our prior comments number seven, eight and ten in our letter of February 13, 2009. Capitalized costs for mineral rights that include prospecting and exploration permits, as described in EITF 04-2, should be amortized over the proven and probable reserves established and evaluated for impairment as required by Statement of Accounting Standards 142, paragraphs 12-14. Please revise your financial statements and footnotes accordingly.

Response to Staff Comment 2:

As of December 31, 2007, the net carrying value of the Company’s capitalized mineral rights (which the Company capitalized pursuant to EITF 04-02) are approximately RMB 583,000 (US$80,000).  As of

United States Securities and

     Exchange Commission

June 19, 2009

Page 3 of 9

December 31, 2007, the Company’s equity method investee, Hainan Nonferrous Metal, has capitalized mineral rights with a carrying value of approximately RMB 29,718,000 (US$4,073,000).  None of these capitalized mineral rights are supported by proven and/ or probable reserves. Therefore, the Company and its equity method investee have historically amortized these costs over the respective terms of the exploration rights.

Based on the discussion with the Staff on March 13, 2009, management determined that instead of amortizing such costs during each period, it is more appropriate to evaluate these costs for impairment each period.  Management believes that although the characterization has been amortization expense versus impairment charges each period, the net effect on the Company’s consolidated financial statements would not have been materially different.  The Company proposes to prospectively evaluate for impairment each period and characterize such expense as impairment charges in future periods.

3.

We have considered your response to our prior comment number nine in our letter of February 13, 2009 and your response to our prior comment in our letter of March 13, 2009. The amortization of your mining assets should be based on your reserve estimates as of December 31, 2004 for the Yang Chong Mine and as of December 13, 2005 for the Zao Yun Mine, and the reserves extracted and processed by your past mining activities, including the adjustments/upgrades you have made to your reserves due to any continuing exploration, geologic study, or sampling activities. Please revise your financial statements and footnotes accordingly.

Response to Staff Comment 3:

In response to the Staff’s comment, the Company will amortize its mining assets based on its reserve estimates as of December 31, 2004 for the Yang Chong Mine, and as of December 31, 2005 for the Zao Yun Mine, and the reserves extracted and processed by our past mining activities, including the adjustment/upgrades we have made to the reserves due to any continuing exploration, geologic study, or sampling activities.

The Company recalculated the amortization expense based on the revised reserve estimates for 2007, 2006 and 2005, and determined that the differences between the recalculated amounts of amortization each period and the amount recorded each period was approximately RMB 1,142,000 (US$157,000), RMB 1,208,000 (US$166,000), and RMB 1,201,000 (US$165,000) in 2007, 2006 and 2005, respectively.

In connection with these calculations, management has reviewed the requirements of SAB 99, “Materiality” and SAB 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” for purposes of evaluating the materiality of the estimated amortization related to the Company’s mining rights. Management determined that the impact on the Company’s balance sheets is not material and the tax effected impact of the potential additional amortization is not significant in any of the impacted reporting periods. As such, management has concluded that it does not believe adjustments are necessary to the 2007, 2006 and 2005 consolidated financial statements.

United States Securities and

     Exchange Commission

June 19, 2009

Page 4 of 9

A summary of this analysis is as follows:

Discussion

The SEC pointed out in its comment letter dated June 5, 2009 that amortization of the mining rights shall be based on established probable reserves as the denominator.  This is different from our previous calculation which includes mineralized material as the denominator.  We do not believe this is an error, but rather a revision of our accounting policy in respect to the amortization of mining rights.  We believe the Company’s accounting, which reflects the adjustment to amortization expense as a cumulative ‘catch up’ is appropriate as there is no specific guidance in the current authoritative literature and the adjustments properly state accumulated amortization based on the mining rights.

Assessment of Materiality

SEC Staff Accounting Bulletin No. 99 – Materiality (“SAB 99”) is the relevant guidance to be applied to the facts of our situation.  SAB 99 states that both quantitative and qualitative factors are to be taken into consideration when assessing materiality.  Per SAB 99 “quantifying… the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations.  Materiality concerns the significance of an item to users of a registrant’s financial statements.  A matter is ‘material’ if there is substantial likelihood that a reasonable person would consider it important.”

SAB 99 also refers to Statement of Financial Accounting Concepts No. 2, which defined materiality as “the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.”

SAB 99 specifically states, “In the context of a misstatement of a financial statement item, while the ‘total mix’ includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item.  The shorthand in the accounting and auditing literature for this analysis is that financial management and the auditor must consider both ‘quantitative’ and ‘qualitative’ factors in assessing an item’s materiality.”

Quantitative Factors

An analysis of the numeric impact of the adjustments is as follows:

(Amount in thousands, except per share date)

 Year ended December 31, 2005

 Year ended

December 31, 2006

 Year ended December 31, 2007

 RMB

 RMB

 RMB

Carrying Value of Mining Rights

As reported

 8,340 (US$1,033)

 10,893 (US$1,396)

 10,037 (US$1,375)

As adjusted

 7,658 (US$949)

 9,004 (US$1,154)

 7,005 (US$960)

Difference

 682 (US$85)

 1,890 (US$242)

 3,032 (US$416)

%  thereon

 8.17%

 17.35%

 30.21%

United States Securities and

     Exchange Commission

June 19, 2009

Page 5 of 9

(Amount in thousands, except per share date)

 Year ended December 31, 2005

 Year ended

December 31, 2006

 Year ended December 31, 2007

 RMB

 RMB

 RMB

Net Income

As reported

 44,046 (US$5,458)

 72,548 (US$9,295)

 24,735 (US$3,390)

As adjusted

 43,025 (US$5,331)

 71,521 (US$9,163)

 23,764 (US$3,257)

Difference

 1,021 (US$127)

 1,027 (US$132)

 971 (US$133)

%  thereon

 2.32%

 1.42%

 3.93%

Basic EPS

As reported

 4.41 (US$0.55)

 6.36 (US$0.81)

 1.86 (US$0.26)

As adjusted

 4.31 (US$0.53)

 6.27 (US$0.80)

 1.79 (US$0.25)

Diluted EPS

As reported

 4.36 (US$0.54)

 5.26 (US$0.67)

 1.43 (US$0.20)

As adjusted

 4.26 (US$0.53)

 5.19 (US$0.66)

 1.37 (US$0.19)

Quantitatively, the adjustments will have an impact on the 2008 consolidated financial statements as the Company intends to apply prospectively the effect of adjustments in 2008.

Qualitative Factors

SAB 99 identifies certain qualitative considerations to take into account in assessing the materiality of an error which is not intended to be an exhaustive list. A summary of those considerations, and the Company’s analysis of the considerations to the case at hand is as follows:

1.

Is the misstatement subject to precise measurement? -   NO.

2.

Does the misstatement mask a change in earnings or other trends? – NO.

3.

Does the misstatement hide a failure to meet analyst’s expectations? – NO

4.

Does the misstatement change a loss into income or vice versa? – NO.

5.

Does the misstatement concern a segment or portion of the business playing a significant role in operations – N/A (the Company operated in only one segment through 2007.)

6.

Does the misstatement affect compliance with regulatory requirements? – NO

7.

Does the misstatement affect compliance with loan covenants or contractual requirements? – NO.

8.

Did the misstatement have the effect of increasing management compensation? – NO.

9.

Did the misstatement involve concealment of an unlawful transaction? – NO.

10.

Was the misstatement intentional?  NO.

An additional qualitative consideration is that the Company is an early stage company with very limited trading of its common stock. Management believes that investors are not currently evaluating the Company based primarily on operating results, but rather are focused on the amount of resource/ reserve that the Company possesses.

United States Securities and

     Exchange Commission

June 19, 2009

Page 6 of 9

Conclusion

As stated above, we do not believe this is an error, but rather a revision of the Company’s accounting policy on amortization of mining rights. Regardless, the impact of these adjustments are not material to the consolidated financial statements taken as a whole and management does not believe restatements on Form 20-F for December 31, 2005, 2006 and 2007 are necessary or meaningful.  We believe that the qualitative factors outweigh the quantitative factors under this set of facts and circumstances. The “bottom line” is we do not believe a reasonable person would have formed a different conclusion regarding the Company if the consolidated financial statements had been revised to include the differences discussed above at the time.

Our conclusion is based on the following factors. First, the Company is not currently valued on earnings or total assets. The factors most important to stakeholders (amount of resource/ reserve) were not affected by the adjustment. Second, while the adjustments may be quantitatively material in certain respects (December 31, 2007) it is not material in a number of others (December 31, 2005 and 2006) and a qualitative analysis of the quantitative impact also leads to a conclusion that the adjustment was not material. Specifically, we do not believe there is a meaningful difference between a RMB23.8 million (US$3.3 million) net income and a RMB24.7 million (US$3.4 million) net income for the year ended December 31, 2007, nor do we see a meaningful difference between a RMB7.0 million (US$1.0 million) in the carrying amount of mining r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        June 5, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2007
Filed June 3, 2008 Response Letter Dated April 3, 2009
  File No. 0-26046

 Dear Mr. Feilie:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2007

Evaluation of Disclosure Controls and Procedures, page 54
 1. We note management has concluded that disclosure controls and procedures were effective as of the end of the fiscal year.  In light of the additional disclosures and restatement to be made based on our comments and your responses, please further consider the need to amend the Form 20-F to disclose management's revised conclusion on the effectiveness of your disclosure controls and procedures, i.e., that disclosure controls and procedures were not effective as of the end of the fiscal year.  If you determine such revision is not necessary, please tell us the facts and circumstances you considered in reaching your conclusion.

Mr. Li Feilie
China Natural Resources Inc.
June 5, 2009 Page 2  Note 2 - Summary of Significant Accounting Policies

 (e) – Property and equipment, page F-12

 2. We have considered your response to our prior comments number seven, eight and ten in our letter of February 13, 2009.  Capitalized costs for mineral rights that include prospecting and exploration permits, as described in EITF 04-2, should be amortized over the proven and probable reserves established and evaluated for impairment as required by Statement of Financial Accounting Standards 142, paragraphs 12-14.  Please revise your financial statements and footnotes accordingly.
  3. We have considered your response to our prior comment number nine in our letter of February 13, 2009 and your response to our prior comment in our letter of March 13, 2009.  The amortization of your mining assets should be based on your reserve estimates as of December 31, 2004 for the Yang Chong Mine and as of December 31, 2005 for the Zao Yun Mine, and the reserves extracted and processed by your past mining activities, including the adjustments/upgrades you have made to your reserves due to any continuing exploration, geologic study, or sampling activities.  Please revise your financial statements and footnotes accordingly.
  Note 13 – Concentration of risk, page F-23

 4. We have considered your response to our prior comment number 11.  Based on the revised carrying value of your mining assets,  tell us the facts and circumstances you considered in order to conclude that disclosure of the potential impairment of these assets under Statement of Position 94-6, paragraphs 12-19 is not required.   Please address the uncertainty regarding the remaining probable reserves in your response.

Engineering Comments

5. We received your reports that provided the basis for your reserve estimates as of December 31, 2004 for the Yangchong Mine and as of December 31, 2005 for the Zaoyun Mine.  For the purposes of this filing you are classified as being in the production stage with operating mines and not an exploration company.

A conservative reading of the Yangchong Zinc-Iron Mine reserve reports indicates that the materials you indicated as classes 111b and 122b are synonymous with probable reserves due to operating status of your properties as

Mr. Li Feilie
China Natural Resources Inc.
June 5, 2009 Page 3
of the date of acquisition and the subsequent profitable operation.  This same interpretation may also be applied to the Zaoyun mine which has operated since 2001.  The materials classed as 122 may also be classified as probable reserves based on this same conservative interpretation.  All other materials classified as 333 may be labeled as mineralized material in your filing, as it has been delineated by appropriate drilling and/or underground sampling to establish continuity and support an estimate of tonnage and an average grade of the selected metals.

Please adjust and update your reserve estimates to coincide to your current fiscal year, removing those reserves extracted and processed by your past mining activities, and including the adjustments/upgrades you have made to your reserves due to any continuing exploration, geologic study, and/or sampling activities which improves your geologic confidence such that some of your 333 or mineralized material may now be considered at a minimum, probable reserves or economic classes 121, 121b, 122, 122b, 111 or 111b.  Please describe these activities in your filing along with your updated reserve estimates.

Please note:   Mineralized material should only be reported as an in-place tonnage and grade, and should not be disclosed as units of product, such as ounces of gold or pounds of copper or zinc or iron.  In addition as footnotes or as part of your reserve tables, please disclose the following:

• Your reserve incorporates losses for mine dilution and mining recovery.

• The length of time mining activity will continue in years, based on current production levels and your proven and/or probable reserves.
• Your metallurgical recovery factor for each of your mines.
• All prices and currency conversion factors used to estimate your reserves.
• Your percent ownership of each mine and clarify whether quantities disclosed are for the entire mine/deposit or just your share

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.

Mr. Li Feilie
China Natural Resources Inc. June 5, 2009 Page 4  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Gary Newberry at ( 202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f    cc:  Mr. Steven I. Weinberger        Schneider Weinberger & Beilly LLP

CORRESP
1
filename1.htm

CHINA NATURAL RESOURCES, INC.

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

April 3, 2009

CORRESP

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:

Chris White, Branch Chief

Gary Newberry, Staff Accountant

George Schuler, Mining Engineer

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2007

Staff Letters of Comment dated February 13, 2009 and March 13, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

We are writing to respond to the staff’s letters dated February 13, 2009 and March 13, 2009, relating to our Annual Report on Form 20-F for the year ended December 31, 2007 (the “Annual Report”).

We respond to the staff’s comments as follows:

Staff Letter dated March 13, 2009

Form 20-F for the Fiscal Year Ended December 31, 2007

1.

In reference to our telephone conversation of March 13, 2009, please forward to our engineer, George K. Schuler as supplemental information and not as part of your filing, the information that establishes the legal, technical, and economic feasibility of your materials which may be designated as proven or probable reserves, as required by Section C of Industry Guide 7 pursuant to Rule 12b-4 of the Exchange Act. The information requested includes, but is not limited to:

·

Property and geologic maps

·

Description of your sampling and assaying procedures

·

Drill-hole maps showing drill intercepts

·

Representative geologic cross-sections and drill logs

·

Description and examples of your cut-off calculation procedures

·

Justification for the drill hole spacing used to classify and segregate proven and probable reserves

·

A detailed description of your procedures for estimating reserves

·

Copies of any pertinent engineering or geological reports, and executive summaries of feasibility studies or mine plans which including the cash flow analyses

·

A detailed permitting and government approval schedule for the project, particularly identifying the primary environmental or construction approval(s) and your current location on that schedule.

United States Securities and

     Exchange Commission

April 3, 2009

Page 2 of 9

For the initial suitability review of reserve estimates, the executive summary of a Bankable Feasibility or Preliminary Feasibility (Pre-Feasibility) Report is the best preliminary submission. These reports include cost estimates addressing capital (initial/start-up and sustaining), operating costs, and a life of mine cash flow estimate in addition to the exploration, mine operations, processing and sales data. Other economic measurements may be established from the cash flow estimate and are included in these summary documents. Should only an inferred resource estimate is available, no proven or probable reserves are possible, and a submission is not necessary.

To minimize the transfer of paper, please provide the requested information on a CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our engineer may call, if he has technical questions about your reserves.

In the even your company desires the return of this supplemental material, please make a written request with the letter of transmittal and include a pre-paid, pre-addressed shipping label to facilitate the return of the supplemental information. Please note that you may request the return of this information pursuant to the provisions of Rule 418(b).

If there are any questions concerning the above request, please phone Mr. George K. Schuler, Mining Engineer at (202) 551-3718. The supplemental information may be mailed to the Division of Corporation Finance 100 F Street NE Washington D.C. 20549-7010.

Response to Staff Comment 1:

We have provided to Mr. George K. Schuler, as supplemental information and not as part of the filing, the material requested by the staff in its letter of comment dated March 13, 2009, to the extent the information is possessed by the Company (the “Supplemental Information”). The Supplemental Information has been submitted in CD format, with Adobe PDF files, to the address referenced by the staff, and the submission includes (a) the name and phone number of a technical person the staff’s engineer may call if he has technical questions about our reserves, (b) a written request for return of the Supplemental Information pursuant to Rule 418(b) and (c) a pre-paid, pre-addressed shipping envelope to facilitate return of the Supplemental Information.

In light of Supplemental Information submitted by the Company, we respectfully request that the staff reconsider its prior indication that the Company must present itself as an exploration stage enterprise and that it may not imply its economic viability.

Staff Letter dated February 13, 2009

Form 20-F for the Fiscal Year Ended December 31, 2007

General

1.

We note General Instruction B(d) of Form 20-F, which states Regulation S-X applies to the financial statements presented in this report. Rule 5-04(a)(3) of Regulation S-X requires Schedule 1 – condensed financial information of the Registrant, if the stated conditions are met. Please provide this schedule or provide us with your calculations to show such schedule is not required.

United States Securities and

     Exchange Commission

April 3, 2009

Page 3 of 9

Response to Staff Comment 1:

According to Schedule I under Rule 5-04 of Regulation S-X, “The schedule prescribed by Rule 12-04 shall be filed when the restricted net assets (Rule 4-08(e)(3)) of consolidated subsidiaries exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year.”

Under PRC laws and regulations, there are certain foreign exchange restrictions on the Company’s PRC subsidiaries with respect to transferring certain of their net assets to the Company in the form of share capital.

In addition, each of the Company’s consolidated subsidiaries in the PRC is required to set aside a certain amount of its after-tax profits each year, if any, to fund certain statutory reserves. These reserves are not distributable in the form of cash dividends.

As of December 31, 2007, the Company’s total restricted net assets, which include share capital and statutory reserve funds of the Company’s PRC subsidiaries, were approximately RMB 50,000,000, representing 9.3 percent of total consolidated net assets of the Company which amounted to RMB 535,073,000.

Based on the foregoing analysis, the Company concluded that Schedule I under Rule 5-04 of Regulation S-X was not required to be included in the Company’s Form 20-F for the fiscal year ended December 31, 2007.

Liquidity and Capital Resources, page 32

2.

Please revise your disclosure to address the nature and extent of any legal or economic restrictions on the ability of subsidiaries to transfer funds to you in the form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on your ability to meet your cash obligations. Refer to Item 5.B.1(6) of Form 20-F.

Response to Staff Comment 2:

The Company proposes to amend its Form 20-F to include the following information and, as applicable, in future filings:

“Revenue and expenses of our PRC subsidiaries are denominated in Renminbi. We pay our corporate expenses in either Hong Kong dollars or US dollars. Conversion of Renminbi is strictly regulated by the Chinese Government. Under PRC foreign exchange rules and regulations, payment of routine transactions under current accounts, including trade and service transactions and payment of dividends, may be made in foreign currencies without prior approval from the Chinese State Administration of Foreign Exchange (“SAFE”) but are subject to procedural requirements. Strict foreign exchange control continues to apply to capital account transactions, such as direct investment and capital contribution. These transactions must be approved by SAFE.

United States Securities and

     Exchange Commission

April 3, 2009

Page 4 of 9

As of December 31, 2007, the breakdown of cash and cash equivalents (in thousands) held in different currencies are as follows:

Currency and Amount

 RMB Equivalent

 US$ Equivalent

RMB124,072

 124,072

 17,003

HK$257,085

 240,529

 32,965

US$16,317

 119,088

 16,317

Total

 483,689

 66,285

The Company’s cash and cash equivalents in HK$ and US$ were mainly generated from our financing activities including proceeds from the placement of shares and proceeds from the exercise of employees’ stock options. The Company expects to maintain a balanced portfolio of foreign currencies in order to meet its cash obligations in different currencies for its expenses, capital expenditures and acquisitions. Management does not anticipate any profit distribution from the Company’s PRC subsidiaries in the foreseeable future.”

3.

This discussion should also address your treasury policies and objectives in terms of the manner in which treasury activities are controlled, and the currencies in which cash or cash equivalents are held. Refer to Item 5.B.2 of Form 20-F.

Response to Staff Comment 3:

Please see response to Staff Comment 2.

Report of Independent Registered Public Accounting Firm, page F-1

4.

We note that the independent auditor issued the report in Denver, CO, while you are a British Virgin Islands corporation with operations in China. To the extent that your auditor relied on an opinion of other auditors, reference to that reliance should be made in the principle auditor’s report and the separate audit report of the other accountant is required to be filed. Please identify the principal auditor and where the accounting records for the operations in China and the British Virgin Islands are maintained. Refer to Rule 2-05 of Regulation S-X.

Response to Staff Comment 4:

The Company’s principal auditors are GHP Horwath, P.C. (“GHP Horwath”), who utilized Shu Lun Pan Horwath Hong Kong CPA Limited (“Shu Lun Pan”, a firm registered with the PCAOB and independent of the Company) as other auditors (as defined in AU543, Part of Audit Performed by Other Independent Auditors). The Company’s understanding is that Shu Lun Pan and GHP Horwath, P.C. are both member firms of Horwath International.

GHP Horwath advised us that they acted as principal auditors pursuant to AU543 and that their decision not to make reference in their audit report to Shu Lun Pan was based on AU543, ¶’s .04 and .05, in that they concluded that the part of the audit performed by Shu Lun Pan was acceptable to GHP Horwath, the work was performed under GHP Horwath’s guidance and control, and GHP Horwath performed steps they considered necessary to satisfy them as to the audit performed by the other auditors and accordingly was satisfied as to the reasonableness of the accounts for the purpose of inclusion in the financial statements on which they expressed their opinion.

The accounting records for the Company’s operations in China are maintained in China. There are no operations in the British Virgin Islands, and we do not maintain accounting records there.

United States Securities and

     Exchange Commission

April 3, 2009

Page 5 of 9

Consolidated Financial Statements, page F-2

5.

We note your response to prior comment one in our letter of September 19, 2008, in which you state you do not have proven reserves under Industry Guide 7. As such, your operations must be in the “exploration stage” as defined by Industry Guide 7(4)(i). Until such time as you establish reserves as defined in the Guide, revise your financial statement headnotes and footnotes to paragraph (a) of Industry Guide 7 and our website under Section 2.F.10 titled “Exploration Stage (Development Stage) Mining Companies” at http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm.

Response to Staff Comment 5:

The Company awaits the Staff’s review of the Supplemental Information and a final determination as to whether the Company’s reserves and historical operations require it to describe itself as an exploration stage company.

Notes to Consolidated Financial Statements

Note 1 – Organization and Principal Activities, page F-9

6.

Your footnote disclosure indicates you sell zinc, iron and other minerals. Your management discussion on page 30 discusses only the volume of zinc sold. Add disclosure as to what mineral or minerals are the primary source of your reported revenues, and how you accounted for the sale or credits received for any by-product minerals in your financial statements.

Response to Staff Comment 6:

The Company proposes to amend its Form 20-F to include the following information. The following information includes current disclosure that appears on page 30 of the Company’s Form 20-F, as well as revisions in response to the Staff comment. The information that constitutes a revision to existing disclosure appears below as underlined.

“Zinc is the primary source of the Company’s revenues, which accounted for 66%, 80% and 59% of the Company’s sales for the years 2005, 2006 and 2007, respectively.

Sales for the year ended December 31, 2007 decreased by 13% compared to the year ended December 31, 2006. The decrease was mainly due to a drop in the sales volume of zinc by 34% as actual zinc mined was 38% lower, and a decrease in the average selling price of zinc by 4% during the current year; partly offset by an increase in sales volume of iron and micaceous iron oxide-grey by 21% and 82%, respectively, and an increase in the average selling prices of iron and micaceous iron oxide-grey by 42% and 1%, respectively.

Sales for the year ended December 31, 2006 increased by 47% compared to year ended December 31, 2005. The increase was mainly attributable to the 152% surge in the average selling price of zinc, which was partly offset by the decrease in sales volume of zinc by 22% as the actual zinc mined was 2% lower during 2006. The increase was also due to the increase in sales volume of iron and micaceous iron oxide-grey by 1% and 17%, respectively, and the increase in the selling price of micaceous iron oxide-grey by 7%, partly offset by the decrease in the selling price of iron by 16%.

Revenue for sales of all products is recognized when title passes to the customer in accordance with the relevant sales agreement, generally upon product acceptance by the customer.”

United States Securities and

     Exchange Commission

April 3, 2009

Page 6 of 9

Note 2 – Summary of Significant Accounting Policies

(e) – Properties and equipment, page F-12

7.

Your policy indicates you capitalize and amortize mining rights, mine development and exploration rights. For each of these categories, tell us:

·

the amount you have capitalized that are the result of a business combination accounted for under Statement of Financial Accounting Standards (SFAS) 141,

·

the amount you have capitalized that are not the result of a business combination accounted for under SFAS 141.

Response to Staff Comment 7:

As of December 31, 2007, the Company has capitalized mining rights and exploration rights (the Company had no capitalized mine development costs), as follows (US$):

Capitalized as a result of business combination accounted for under SFAS No. 141:

Mining rights

 $1,264,794

Mine development

 -0-

Exploration rights

 -0-

Capitalized that are not the result of business combination accounted for under SFAS No. 141:

Mining rights

 $460,046*

Mine development

 -0-

Exploration rights

 $95,929**

* Consists of costs incurred and paid to the government in China to acquire 3- to 5-year extensions on the respective mining rights acquired under SFAS141.

** Excludes exploration rights acquired by the Company’s equity investee company, Hainan – see response to Staff Comment 8 below.

8.

In the absence of proven reserves, all mining activity, including amounts i

CORRESP
1
filename1.htm

CHINA NATURAL RESOURCES, INC.

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

March 23, 2009

“CORRESP”

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:

Mr. Gary Newberry

Re:

China Natural Resources, Inc. (the “Company”)

Form 20-F for the Year Ended December 31, 2007

Staff Letters of Comment dated February 13, 2009 and March 13, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

In furtherance of the above-referenced letters of comment and to the March 19, 2009 telephone conversation between Mr. Gary Newberry of the SEC’s Division of Corporate Finance and Steven I. Weinberger of Schneider Weinberger & Beilly LLC, the Company’s counsel. We hereby request an extension of time until April 3, 2009 for the Company to respond to the Staff’s letters dated February 13, 2009 and March 13, 2009.

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 13, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2007
Filed June 3, 2008 Response Letter Dated October 14, 2008
  File No. 0-26046

 Dear Mr. Feilie:
We have reviewed your response letter and have the following comment.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comment.  Please be as detailed as necessary in your explanation.  In our comment, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 20-F for the Fiscal Year Ended December 31, 2007

 1. In reference to our telephone conservation of March 13, 2009, please forward to our engineer, George K. Schuler as suppl emental information and not as part of
your filing, the information that establishes the legal, technical, and economic feasibility of your materials which may be designated as proven or probable reserves, as required by Section C of Industry Guide 7 pursuant to Rule 12b-4 of the Exchange Act.  The information requested includes, but is not limited to:

• Property and geologic maps

• Description of your sampling and assaying procedures

• Drill-hole maps showing drill intercepts

Mr. Li Feilie
China Natural Resources Inc.
March 13, 2009 Page 2
• Representative geologic cross-sections and drill logs

• Description and examples of your cut-off calculation procedures

• Cutoff grades used for each category of your reserves and resources

• Justifications for the drill hole spacing used to classify and segregate proven and probable reserves

• A detailed description of your procedures for estimating reserves

• Copies of any pertinent engineering or geological reports, and executive summaries of  feasibility studies or mine plans which including the cash flow analyses

• A detailed permitting and government approval schedule for the project, particularly identifying the primary environmental or construction approval(s) and your current location on that schedule.

For the initial suitability review of reserve estimates, the executive summary of a Bankable Feasibility or Preliminary Feasibility (Pre-Feasibility) Report is the best preliminary submission.  These reports include cost estimates addressing capital (initial/startup and sustaining), operating costs, and a life of mine cash flow estimate in addition to the exploration, mine operations, processing and sales data.  Other economic measurements may be established from the cash flow estimate and are included in these summary documents.  Should only an inferred resource estimate is available, no proven or probable reserves are possible, and a submission is not necessary.

To minimize the transfer of paper, please provide the requested information on a CD, formatted as Adobe PDF files and provide the name and phone number for a technical person our engineer may call, if he has technical questions about your reserves.

In the event your company desires the return of this supplemental material, please make a written request with the letter of transmittal and include a pre-paid, pre-addressed shipping label to facilitate the return of the supplemental information.  Please note that you may request the return of this information pursuant to the provisions of Rule 418(b).

Mr. Li Feilie
China Natural Resources Inc. March 13, 2009 Page 3
If there are any questions concerning the above request, please phone Mr. George K. Schuler, Mining Engineer at (202) 551 – 3718.  The supplemental information may be mailed to the Division of Corporation Finance 100 F Street NE Washington, D.C.  20549-7010
 Closing Comments

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your response to our comment.
 You may contact Gary Newberry at ( 202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f    cc:  Mr. Steven I. Weinberger        Schneider Weinberger & Beilly LLP

CORRESP
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CHINA NATURAL RESOURCES, INC.

CHINA NATURAL RESOURCES, INC.

Room 2205, 22/F, West Tower, Shun Tak Centre

168-200 Connaught Road Central

Sheung Wan, Hong Kong

 February 23, 2009

“CORRESP”

United States Securities and

Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:

Mr. Gary Newberry

Re:

China Natural Resources, Inc.

Form 20-F for the Year Ended December 31, 2007

Staff Letter of Comment dated February 13, 2009

SEC File No. 0-26046

Ladies and Gentlemen:

We hereby request an extension of time until March 20 2009 for the Company to respond to the Staff’s letter dated February 13, 2009. We also confirm the February 19, 2009 telephone conversation between our counsel, Schneider Weinberger &Beilly LLP and Mr. Gary Newberry of the SEC’s Division of Corporate Finance in which Mr. Newberry confirmed the Staff’s agreement to the requested extension.

 Very truly yours,

 /s/ Li Feilie

 Li Feilie

 Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        February 13, 2009

Mr. Li Feilie, Chief Executive Officer
China Natural Resources Inc. Room 2205, 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, 2007
Filed June 3, 2008 Response Letter Dated October 14, 2008
  File No. 0-26046

 Dear Mr. Feilie:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 20-F for the Fiscal Year Ended December 31, 2007

 General

 1. We note General Instruction B(d) of Form
  20-F, which states Regulation S-X
applies to the financial information presented in this report.  Rule 5-04(a)(3) of Regulation S-X requires Schedule I - condensed financial information of the Registrant, if the stated conditions are met.  Please provide this schedule or provide us with your calculations to show such schedule is not required.
    Liquidity and Capital Resources, page 32

Mr. Li Feilie
China Natural Resources Inc. February 13, 2009 Page 2    2. Please revise your disclosure to address the nature and extent of any legal or econom
ic restrictions on the ability of subsidiaries to transfer funds to you in the
form of cash dividends, loans or advances, and the impact such restrictions have had or are expected to have on your ability to meet your cash obligations.  Refer to Item 5.B.1(6) of Form 20-F.
 3. This discussion should also address your treasury policies and objectives in terms of
 the manner in which treasury activities are controlled, and the currencies in
which cash or cash equivalents are held.  Refer to Item 5.B.2 of Form 20-F.
 Report of Independent Registered Public Accounting Firm, page F-1

 4. We note that the independent auditor issued the report in Denver, CO, while you are a British Virgin Island corporation with operations in China.  To the extent that your auditor relied on an opinion of other auditors, reference to that reliance should be m
ade in the principle auditors’ report and the separate audit report of
the other accountant is required to be filed.  Please identify the principal auditor and where the accounting records for the operations in China and the British Virgin Islands are maintained.  Refer to Rule 2-05 of Regulation S-X.
 Consolidated Financial Statements, page F-2

 5. We note your response to prior comment one in our letter of September 19, 2008, in which you state you do not have proven reserves under Industry Guide 7.  As such, your operations m
ust be in the “exploration stage” as defined by Industry
Guide 7(4)(i).  Until such time as you establish reserves as defined in the Guide, revise your financial statement headnotes and footnotes to include a description of the Registrant as being in the "exploration stage".  See Instruction 1 to paragraph (a) of Industry Guide 7 and our website under Section II.F.10 titled “Exploration Stage (Development Stage) Mining Companies” at
http://www.sec.gov/divisions/cor pfin/guidance/cfactfaq.htm
.

Notes to Consolidated Financial Statements
 Note 1 – Organization and Principal Activities, page F-9

 6. Your footnote disclosure indicates you se ll zinc, iron and other m
 inerals.  Your
management discussion on page 30 discusses only the volume of zinc sold.  Add disclosure as to what mineral or minerals are the primary source of your reported revenues, and how you have accounted for the sale or credits received for any by-product minerals in your financial statements.

Mr. Li Feilie
China Natural Resources Inc. February 13, 2009 Page 3    Note 2 - Summary of Significant Accounting Policies

 (e) – Property and equipment, page F-12

 7. Your policy indicates you capitalize and amortize mining rights, mine developm
ent and exploration rights.  For each of these categories, tell us:
• the amount you have capitalized that are the result of a business combination accounted for under Statement of Financial Accounting Standards (SFAS)141,
• the amount you have capitalized that are not
 the result of a business
combination accounted for under SFAS 141.
 8. In the absence of proven reserves, all mining activity, including amounts incurred for m
ining rights, mine development and exploration rights not  accounted for
under SFAS 141, is considered exploration activity and should be expensed.  Please revise your financial statements, considering the requirements of SFAS 154, to expense these amounts, and revise your accounting policies accordingly.  See our website under Section II.F.1 titled “Mining Exploration Costs” at http://www.sec.gov/divisions/cor pfin/guidance/cfactfaq.htm
.
 9. The amount of mining rights and mine development assets you have capitalized that are the result of a business com
bination accounted for under SFAS 141
should not be amortized in the absence of proven reserves, but rather evaluated for impairment using the guidance under Emerging Issue Task Force Issue 04-3.  Please revise your financial statements and footnotes accordingly to report such impairment expense as appropriate.
 10. The amount of exploration rights you have capitalized that are the result of a business com
bination accounted for under SFAS 141 should be evaluated under
Emerging Issue Task Force Issue 04-2, paragraph 7 to determine whether they are mineral rights.  Tell us whether the capitalized exploration rights include an option to extract and retain at least a portion of the benefits from the mineral deposits.  To the extent such an option is not present, the exploration rights should be expensed as an exploration activity.  See our website under Section II.F.1 titled “Mining Exploration Costs” at
http://www.sec.gov/divisions/cor pfin/guidance/cfactfaq.htm
.

  Note 13 – Concentration of risk, page F-23

Mr. Li Feilie
China Natural Resources Inc. February 13, 2009 Page 4   11. The mining rights and mine development costs you have capitalized under SFAS 141 are subject to potential im
pairment in the near term due to a lack of proven
reserves.  Revise your footnotes to disclose this situation, as required by Statement of Position 94-6, paragraphs 12-19, or tell us the facts and circumstances you considered in order to conclude such disclosure is not required.
  Engineering Comments

 12. We note your response to prior comment 1, in which you indicate you do not have proven or probable reserves as defined by Industry Guide 7.  Absent reserves, your status for U.S. SEC filings is that  of an exploration com
pany, despite your
current mining and processing activities.  Please reflect this change of status within your filing and include a clear statement your company does not have any proven and probable reserves.
 13. In addition, the terms development and production have very specific meanings within Industry Guide 7 (see
www.sec.gov/about/forms/industryguides.pdf ).  These
terms reference the development stage, when companies are engaged in preparing reserves for production, and the production stage when companies are engaged in commercial-scale, profit-oriented extraction of minerals from the reserves.  Since you do not disclose any proven or probable reserves as defined by Guide 7, please remove the terms develop, development or production throughout your document, and replace this terminology, as needed, with the terms such as explore, exploration or other terminology that describes your activities without implying you are economically viable.
  Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 You may contact Gary Newberry at ( 202) 551-3761, or Kim Calder at (202) 551-
3701, if you have questions regarding comments on the financial statements and related

Mr. Li Feilie
China Natural Resources Inc. February 13, 2009 Page 5   matters.  You may contact George Schuler, Mining Engineer, at (202) 551-3718 with questions about engineering comments.  Please contact me at (202) 551-3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

CORRESP
1
filename1.htm

China Natural Resources

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

AMENDMENT NO. 1 TO

FORM 20-F

______________

(Mark One)

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ____________________

OR

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring shell company report ___________

Commission file number: 0-26046

CHINA NATURAL RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Room 2105, West Tower, Shun Tak Centre,

200 Connaught Road C., Sheung Wan, Hong Kong

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Common Shares, without par value

(Title of class)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 17,323,416 Common Shares as of December 31, 2007.

Indicate by check mark if the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨  No ý

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ¨  No ý

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨

 Accelerated Filer ¨

 Non-Accelerated Filer ý

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ý    Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes ¨  No ý

Explanatory Note:

On or about September 19, 2008, the Company received comments from the staff (“Staff”) of the United States Securities and Exchange Commission (“SEC”) relating to the Company annual report on Form 20-F for the year ended December 31, 2007, filed on June 3, 2008 (the “Annual Report”). This Amendment No. 1 to the Annual Report is filed to address the Staff’s comments. The revisions to the Annual Report relate primarily to the description of the Company’s business as set forth in Item 4, below. Amendment No. 1 amends and restates the Annual Report in its entirety.

CONVENTIONS

Unless otherwise specified, all references in this report to "U.S. Dollars," "Dollars," "US$," or "$" are to United States dollars; all references to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to "Renminbi" or "RMB" are to Renminbi Yuan, which is the lawful currency of the People's Republic of China ("China" or "PRC"). The accounts of the Company and its subsidiaries are maintained in either Hong Kong Dollars or Renminbi. The financial statements of the Company and its subsidiaries are prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars and from Hong Kong Dollars to U.S. Dollars are for the convenience of the reader. Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or from U.S. Dollars to Renminbi have been made at the single rate of exchange as quoted by the People's Bank of China (the "PBOC Rate") on December 31, 2007, which was U.S.$1.00 = RMB7.2971. Translations from Hong Kong Dollars to U.S. Dollars have been made at the single rate of exchange as quoted by the Hongkong and Shanghai Banking Corporation Limited on December 31, 2007, which was U.S.$1.00 = HK$7.7994. The Renminbi is not freely convertible into foreign currencies and the quotation of exchange rates does not imply convertibility of Renminbi into U.S. Dollars or other currencies. All foreign exchange transactions take place either through the Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People's Bank of China. No representation is made that the Renminbi or U.S. Dollar amounts referred to herein could have been or could be converted into U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.

References to the “Company” or “CNRI” are to China Natural Resources, Inc. (formerly known as Billion Luck Company Ltd.), a British Virgin Islands company, which was the surviving company after a merger between China Resources and CNRI on December 9, 2004 (the “Redomicile Merger”). Unless the context otherwise requires, the Company and/or CNRI includes the operations of its predecessor and subsidiaries.

References to "Central Government" refer to the national government of the PRC and its various ministries, agencies, and commissions.

References to "Common Stock" are to the Common Stock, $.001 par value, of China Resources. References to “Common Shares” are to the Common Shares, without par value, of CNRI after the Redomicile Merger.

References to "China Resources" are to China Resources Development, Inc., a Nevada company, and the predecessor to CNRI.

References to “Feishang Mining” are to Feishang Mining Holdings Limited, a British Virgin Islands corporation and, since February 3, 2006, a wholly-owned subsidiary of CNRI.

References to "GAAP" or “U.S. GAAP” are to generally accepted accounting principles of the United States.

References to "Hainan" are to Hainan Province of the PRC.

References to "HARC" are to Hainan Cihui Industrial Company Limited, a Sino-foreign joint stock company organized in the PRC, and a wholly-owned subsidiary of the Company. On October 3, 2006, the Company disposed of its entire interest in HARC, including its subsidiaries, First Goods And Materials Supply And Sales Corporation, Second Goods And Materials Supply And Sales Corporation and Hainan Zhongwei Trading Company Limited, to an unaffiliated third party.

References to “iSense” are to iSense Limited, a Hong Kong company whose capital was 100% acquired by the Company on August 29, 2003. On July 31, 2006, the Company disposed of its entire interest in iSense to the director and former shareholder of iSense.

i

References to "Local Governments" are to governments in the PRC, including governments at all administrative levels below the Central Government, including provincial governments, governments of municipalities directly under the Central Government, municipal governments, county governments, and township governments.

References to “Medi-China” are to Zhongwei Medi-China.com Limited, a Hong Kong company and a wholly-owned subsidiary of Silver Moon. Medi-China is currently inactive.

References to the "PRC" or "China" include all territory claimed by or under the control of the Central Government, except Hong Kong, Macau, and Taiwan.

References to "PRC Government" include the Central Government and Local Governments.

References to "Provinces" include provinces, autonomous regions, and municipalities directly under the Central Government.

References to "Series B Preferred Stock" are to the Series B Preferred Stock, $.001 par value, of China Resources. References to “Series B Preferred Shares” are to the Series B Preferred Shares, without par value, of CNRI, after the Redomicile Merger.

References to “Silver Moon” are to Silver Moon Technologies Limited, a British Virgin Islands company, whose capital is 80% owned by the Company. Silver Moon is currently inactive.

References to "Sunwide" are to Sunwide Capital Ltd., a British Virgin Islands company, which is a wholly-owned subsidiary of the Company. Sunwide is currently inactive.

References to “Wuhu” are to Wuhu Feishang Mining Development Co. Limited, a company organized in the PRC and a wholly-owned subsidiary of Feishang Mining.

References to “Yunnan Mining” are to Yunnan Feishang Mining Co. Limited, a company organized in the PRC and a wholly-owned subsidiary of Wuhu.

References to “Hainan Nonferrous Metal” are to Hainan Nonferrous Metal Mining Co. Limited, a PRC joint stock limited liability company, a 48% interest in which is collectively owned by Yunnan Mining and its nominee.

Forward-Looking Statements

This report contains statements that constitute forward-looking statements within the meaning of Federal securities laws. These statements appear in a number of places in this report and include, without limitation, statements regarding the intent, belief and current expectations of the Company, its directors or its officers with respect to the Company's policies regarding investments, dispositions, financings, conflicts of interest and other matters; and trends affecting the Company's financial condition or results of operations. Forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and actual results may differ materially from those in the forward-looking statement as a result of various factors. Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with metal price volatility, uncertainties associated with the Company’s reliance on third-party contractors and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including without limitation the information set forth in Item 3D of this report under the heading, "Risk Factors,". With respect to forward-looking statements that include a statement of its underlying assumptions or bases, the Company cautions that, while it believes such assumptions or bases to be reasonable and has formed them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material depending on the circumstances. When, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to future results, that expectation or belief is expressed in good faith and is believed to have a reasonable basis, but there can be no assurance that the stated expectation or belief will result or be achieved or accomplished.

ii

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

No disclosure is required in response to this Item.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

No disclosure is required in response to this Item.

ITEM 3.

KEY INFORMATION

A.

Selected Financial Information

On February 3, 2006 (the “Acquisition Date”), the Company consummated the acquisition of all of the issued and outstanding capital stock of Feishang Mining Holdings Limited (“Feishang Mining”), a British Virgin Islands corporation (the “Acquisition”). The acquisition of Feishang Mining by the Company was accounted for using the purchase method of accounting and is treated as a reverse acquisition because on a post-merger basis, the former Feishang Mining shareholder holds 86.4% of the outstanding Common Shares of the Company. As a result, Feishang Mining is deemed to be the acquirer for accounting purposes. Accordingly, the following selected financial data for the years ended December 31, 2003, 2004, 2005, 2006 and 2007, represent the operations of Feishang Mining and its wholly-owned subsidiary, Wuhu, through February 2, 2006 and the consolidated operations of Feishang Mining and the Company subsequent to February 2, 2006. We have retroactively restated our issued share capital to reflect the acquisition by Feishang Mining. The selected financial data are derived from (I) the audited financial statements of Anhui Fanchang Zinc and Iron Mine (the predecessor of Wuhu, see “history of Feishang Mining” below) for the four months ended April 30, 2003, (II) the audited financial statements of Wuhu for the eight months ended December 31, 2003; (III) the audited consolidated financial statements of Feishang Mining for the years ended December 31, 2004 and 2005, (IV) the audited consolidated financial statements of the Company for the year ended December 31, 2006 and 2007, and should be read in conjunction therewith. Details of the Company’s acquisition of Feishang Mining are described elsewhere in this report.

 In thousands, except share amounts

 Predecessor of

Wuhu (I)

 Wuhu (II)

 Feishang

Mining (III)

 Feishang

Mining (III)

 Company (IV)

 Company (IV)

 4 months ended

 8 months ended

 Year ended

 Year ended

 Year ended

 Year ended

 April 30,

 December 31,

 December 31,

 December 31,

 December 31,

 December 31,

 2003

 2003

 2004

 2005

 2006

 2007

 RMB

 RMB

 RMB

 RMB

 RMB

 RMB

Operating Statement Data

Net sales

 10,439

 31,893

 77,939

 98,962

 145,389

 125,963

Operating expenses

 (2,154

 )

 (4,541

 )

 (4,597

 )

 (9,172

 )

 (14,170

 )

 (38,541

 )

Income from continuing

operations before income taxes

778

7,460

41,992

52,381

100,265

36,786

Income from continuing

operations

753

7,460

41,992

44,046

85,108

24,735

Income/(loss) from discontinued

operations

(159

 )

(72

 )

12

—

(12,560

 )

—

Net Income, after deducting

share based compensation

expenses of RMB38,998

 (US$5,344) in 2007

 594

 7,388

 42,004

 44,046

 72,548

 24,735

 In thousands, except share amounts

 Predecessor of

Wuhu (I)

 Wuhu (II)

 Feishang

Mining (III)

 Feishang

Mining (III)

 Company (IV)

 Company (IV)

 4 months ended

 8 months ended

 Year ended

 Year ended

 Year ended

 Year ended

 April 30,

 December 31,

 December 31,

 December 31,

 December 31,

 December 31,

 2003

 2003

 2004

 2005

 2006

 2007

 RMB

 RMB

 RMB

 RMB

 RMB

 RMB

Income per share:

Basic

Continuing operations

 0.08

 0.75

 4.21

 4.41

 7.46

 1.86

Discontinued operations

 (0.02

 )

 (0.01

 )

 —

 —

 (1.10

 )

 —

 0.06

 0.74

 4.21

 4.41

 6.36

 1.86

Income per share:

Diluted

Continuing operations

 0.08

 0.66

 3.73

 4.36

 6.17

 1.43

Discontinued operations

 (0.02

 )

 (0.01

 )

 —

 —

 (0.91

 )

 —

 0.06

 0.65

 3.73

 4.36

 5.26

 1.43

Weighted average number

of shares outstanding

Basic

 9,980,593

 9,980,593

 9,980,593

 9,980,593

 11,402,372

 13,290,471

Diluted

 9,980,593

 11,249,369

 11,245,975

 10,110,036

 13,798,731

 17,347,024

 April 30,

 December 31,

 2003

 2003

 2004

 2005

 2006

 2007

Balance Sheet Data

Total assets

 71,334

 71,894

 89,601

 104,643

 180,765

 582,081

Current assets

 30,522

 28,416

 55

CORRESP
1
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SCHNEIDER WEINBERGER & BEILLY LLP

SCHNEIDER WEINBERGER & BEILLY LLP

Attorneys-at-Law

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33431-7307

James M. Schneider, P.A.

 Telephone

Steven I. Weinberger, P.A

 (561) 362-9595

Roxanne K. Beilly, P.A.

 Facsimile

 (561) 362-9612

 September 24, 2008

“CORRESP”

United States Securities and

Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn:

Mr. Gary Newberry

Re:

China Natural Resources, Inc.

Form 20F for the Fiscal Year Ended December 31, 2007

File No. 0-26046

Ladies and Gentlemen:

We are counsel to China Natural Resources, Inc. (the “Company”). This shall confirm the September 23, 2008 conversation between the undersigned and Mr. Gary Newberry of the SEC’s Division of Corporate Finance in which we requested on behalf of the Company, and Mr. Newberry agreed on behalf of the Staff, to extend the time for the Company to respond to the Staff’s letter dated September 19, 2008, until October 13, 2008. The reason for the request is, in light of the National Day holiday in China, to provide the Company with additional time to respond to the Staff’s comments.

 Very truly yours,

 /s/ STEVEN I. WEINBERGER

 Steven I. Weinberger

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 19, 2008
  Mr. Li Feilie, Chief Executive Officer China Natural Resources Inc. Room 2105, West Tower Shun Tak Centre 200 Connaught Road C. Sheung Wan  HONG KONG
 Re: China Natural Resources Inc.
  Form 20-F for Fiscal Year Ended December 31, 2007
Filed June 3, 2008
  File No. 0-26046

 Dear Mr. Feilie:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2007

Engineering Comments

Wuhu, page 16

1. We note your statement that mining rights are amortized based on actual units of production over estimated reserves of the mines.  Please disclose your mineral reserves for the Yang Chong and the Zao Yun Mines.  Regulation SK defines a

Mr. Li Feilie
China Natural Resources Inc.
September 19, 2008 Page 2

reserve as that part of a mineral deposit that could be economically and legally extracted at the time of the reserve determination (see 17 C.F.R. § 229.801) and it is the staff’s position that mineral reserves for a mineral property cannot be designated unless:

• Competent professional engineers conduct a detailed engineering and economic study, and this “bankable” or “final” feasibility study demonstrates that a mineral deposit can be mined profitably at a commercial rate.

• A historic three-year average commodity price is used in any reserve or
cash flow analysis used to designate reserves.

• The company has demonstrated that the mineral property will receive its governmental permits, and the primary environmental document has been filed with the appropriate governmental authorities.

In the event your mines are operating, please disclose your updated reserve estimates and your annual mine/processing plant production statistics along with your salable products.

If you believe that additional studies are required to demonstrate economic viability, you may report tonnage and grade information as mineralized material for some portion of the mineral deposit you intend to mine.  Mineralized material is a mineralized body which has been delineated by appropriate drilling and/or underground sampling to establish continuity and supports an estimate of tonnage and an average grade of the selected commodities.  This deposit will not qualify as a reserve until a comprehensive evaluation, based upon unit costs, grade, recoveries, and other factors concludes economic and legal feasibility.  Mineralized material should only be reported as an “in place” tonnage and grade, and should not be disclosed as units of product, such as ounces of gold or pounds of copper.  Note that “mineralized material” does not include: 1) material reported as reserves, and 2) volumes and grades estimated by using geologic inference, which are sometimes classed as “inferred” or “possible” by some evaluators.
 2. Please note that proven reserves presented in accordance with Industry Guide 7 may be combined with probable reserves only if the difference in the degree of assurance between the two classes of reserves cannot be readily defined.  Absent this condition, proven and probable reserves should be segregated.  In addition, please review your disclosure to ensure you do not prematurely indicate mining operations on properties before a proper feasibility study and economic viability determination has been conducted.

Mr. Li Feilie
China Natural Resources Inc.
September 19, 2008 Page 3

 3. We note your disclosure that the your sell Zinc, Iron, Micaceous iron oxide – grey,  and Copper concentrate using reference prices established on the Shanghai Metal Exchange.  Please disclose the basic descriptions and specifications of your salable products and list the average price you have received for each product over the last three years.
 4. Please describe your metallurgical process used to covert the ore types (sulfide or oxide) to salable products.  Please describe your salable products and the markets in which you are a participant.  Please describe how market prices are determined.
 Customers, page 18

 5. Please attach as exhibits, your material contracts affecting your zinc, copper, and iron smelting/purchase agreements with Huludao, Henchang, Bayannaoer West and others.
 Acquisition of Mining rights, page 20

 6. You describe exploration properties and it appears you should also expand your disclosure concerning the exploration plans for all your properties to address the following points.

• Disclose a brief geological justification for each of the exploration projects written in non-technical language.

• Give a breakdown of the exploration timetable and budget, including estimated amounts that will be required for each exploration activity, such as geophysics, geochemistry, surface sampling, drilling, etc. for each prospect.

• If there is a phased program planned, briefly outline all phases.

• If there are no current detailed plans to conduct exploration on the property, disclose this prominently.

• Disclose how the exploration program will be funded.

• Identify who will be conducting any proposed exploration work, and discuss what their qualifications are.

Mr. Li Feilie
China Natural Resources Inc.
September 19, 2008 Page 4

7. Detailed sampling provides the basis for the quality estimate or grade of your mineral discovery.  Please provide a brief description of the sample collection, sample preparation, and the analytical procedures used to develop your analytical results.  In addition, please disclose any Quality Assurance/Quality Control (QA/QC) protocols you have developed for your exploration program.  These
procedures would serve to inform potential investors regarding your sample collection and preparation, assay controls, sample custody, assay precision and accuracy procedures and protocols.
 Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.     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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Li Feilie
China Natural Resources Inc. September 19, 2008 Page 5

 You may contact Gary Newberry at (202) 551- 3761 if you have questions regarding comments on the financial statements and related matters.  You may contact George Schuler, Mining Engineer, at (202) 551- 3718 with questions about engineering comments.  Please contact me at (202) 551- 3461 with any other questions.          S i n c e r e l y ,             C h r i s  W h i t e          B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Via U.S. Mail and Fax
Mr. Tam Cheuk Ho
Chief Financial Officer
China Natural Resources
Room 2105
West Tower
Shun Tak Centre
200 Connaught Road C.
Sheung Wan, Hong Kong

								August 23, 2005

	RE:	China Natural Resources
		Form 20-F for the fiscal year ended December 31, 2004
		File No. 000-26046

Dear Mr. Ho:

	We have completed our review of your Form 20-F and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Larry Spirgel
								Assistant Director
??

??

??

??

Mr. David A. R. Evans
Salem Communications Corporation
November 29, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BP - x1-54596 - China Natural Resources, Inc. - Corresp

CHINA NATURAL RESOURCES, INC.

Room 2105, West Tower, Shun Tak Centre

200 Connaught Road C

Sheung Wan, Hong Kong

011-852-2810-7205 (telephone)

011-852-2810-6963 (facsimile)

August 19, 2005

VIA EDGAR

Mr. Larry M. Spirgel, Assistant Director

Mail Stop 3561

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attn: Kyle Moffatt, Accountant Branch Chief

Re:

China Natural Resources, Inc.

Form 20-F for the fiscal year ended December 31, 2004

File No. 000-26046

Dear Mr. Spirgel:

This letter provides responses to the comments contained in the Staff’s letter dated July 15, 2005, relating to the Company’s Form 20-F for the year ended December 31, 2004. The following numbered responses correspond to the numbered comments contained in the Staff’s letter dated July 15, 2005.

Form 20-F for the fiscal year ended December 31, 2004

General

1.

The Company is not an investment company. The Company operates various business ventures in the People’s Republic of China and Hong Kong, including copper trading, advertising, promotion and public relations, and is not in the business of investing in, reinvesting in, trading or holding securities. The shares the Company holds in Hainan Sundiro Motorcycle Co. Ltd. (“Sundiro”) were made for business, rather than investment, purposes.

Specifically, the Company acquired the Sundiro shares to support a strategic business relationship that was proposed between the Company and Sundiro. The Company acquired the Sundiro shares in 1997, at a time when the Company's operations made it the largest rubber distributor in Hainan province, and Sundiro was the largest motorcycle manufacturer in the province. The Company acquired the shares to support a proposed strategic alliance with Sundiro, pursuant to which the parties proposed to establish a tire manufacturing facility. Under the proposed alliance, the Company would supply rubber to the manufacturing facility, and Sundiro would become a major customer of the tire manufacturing operation. It was intended that the Company would become integrally involved in the management and operation of the tire manufacturing facility. The Company's acquisition of the Sundiro shares was taken in furtherance of Far Eastern business practices and in anticipation of a transaction such as the proposed venture between Sundiro and the Company, in order to evidence the Company's support of the venture and its confidence in Sundiro as a joint venture partner.

Mr. Larry Spirgel, Assistant Director

 August 19, 2005

Securities and Exchange Commission

 Page 2

Negotiations with Sundiro extended over a period of approximately one year. Unfortunately, the proposed transaction with Sundiro did not come to fruition due to declines in both the price of rubber and the demand for Sundiro motorcycles. Because the Sundiro shares that were acquired are not readily marketable, and the market value of the freely trading shares of Sundiro has not yet recovered from its low levels, the Company is not currently able to dispose of the Sundiro shares, except at a substantial loss. Because the Company believes that the value of the Sundiro shares will rise in the future, the Company does not believe that selling the shares at a loss would be in the best interests of the Company or its shareholders.

We also note that, since the time of its acquisition of the Sundiro shares, the Company has held one of six seats on Sundiro’s board of directors, and the Company’s board representative actively participates in board meetings and guides the board on many operational matters.

The Company therefore believes that the shares of Sundiro should not be treated as "investment securities," within the meaning of Sections 3(a)(1)(C) and 3(a)(2) of the Investment Company Act, because the investment was intended to support a collaborative and strategic business arrangement, and was not made for investment purposes. The Company intends to dispose of all or a substantial portion of the Sundiro shares as soon as is reasonably practical, in light of liquidity, market, economic and similar factors.

Item 15. Controls and Procedures, page 58

2.

The Company confirms that there was no change in its internal control over financial reporting that occurred during the Company’s fourth fiscal quarter in 2004 that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting. The disclosure required by Item 308(c) of Regulation S-K will be provided in future filings.

Report of Independent Registered Public Accounting Firm, page F-1

3.

GHP Horwath, P.C. (“GHP”) is a member of Horwath International, which is an international association of accounting firms comprised of approximately 110 member firms operating from 400 offices around the world. It is our understanding that GHP represents several companies having international operations. GHP serves as the Company’s principal auditor and assumes responsibility for the work of Horwath Hong Kong CPA Limited (“HHK”) in accordance with SAS No. 1, section 543. Horwath Hong Kong CPA Limited (“HHK”) is also a member of Horwath International. The majority of the audit fieldwork was performed by HHK in China and Hong Kong under the direction and supervision of GHP, and the Company worked closely with both Horwath firms throughout the audit. Both GHP and HHK are registered with the Public Company Accounting Oversight Board (“PCAOB”). We concluded that it is appropriate for GHP to serve as our independent registered public accountant because of their relationship with HHK, their ability to function as principal auditor and their registration with the PCAOB.

Summary of Significant Accounting Policies, page F-9

4.

Future filings will reflect the following disclosure, which clarifies the Company’s revenue recognition relating to copper transactions:

Copper inventories are recorded at cost on a first-in-first-out basis. The Company historically has not maintained copper inventories. The Company recognizes revenues pursuant to SAB 104 and related authoritative literature. Revenues from copper sales are recognized when the significant risks and rewards

Mr. Larry Spirgel, Assistant Director

 August 19, 2005

Securities and Exchange Commission

 Page 3

of ownership have passed to the customer. Factors such as customer acceptance return policies, post shipment obligations, warranties, credits and discounts, rebates, and price protection or similar privileges, have historically not been considered significant and have had no material impact on revenue recognition.

Foreign currency translation, page F-12

5.

Through December 31, 2004, the majority of the Company’s pre-tax losses have been incurred in the PRC and, through 2002, substantially all of the Company’s revenues were generated in the PRC. While iSense operations accounted for approximately 38% and 54% of revenues in 2003 and 2004, respectively, iSense assets represented only 2% of consolidated total assets as of December 31, 2004. It is the Company’s intention to pursue business opportunities in the PRC. We believe that these factors indicate that the PRC is the primary economic environment in which the Company operates and where the Company primarily generates and expends cash. Accordingly, we believe that the Renminbi is our functional currency.

Investments, page F-18

6.

The Company’s investment in Sundiro is in the form of “legal person shares,” which are restricted shares not freely tradable in public markets. At acquisition, the price paid by the Company for these shares was approximately 39% of the quoted market price of Sundiro’s freely trading shares. The Company has monitored the quoted market price of Sundiro’s freely trading shares which has shown continuous decline from RMB9 per share in 1997 to RMB2.5 per share in 2005. The Company believes that the market price of Sundiro’s freely traded shares are a reliable indicator of the value of the Company’s investment in the restricted shares and has assessed the investment for other than temporary declines by applying the 61% discount to the market price of the freely traded shares to estimate the fair value of the restricted shares. In the fourth quarter of 2004, the Company obtained an independent appraisal of its investment in Sundiro, and the appraisal concluded that a discount rate of 70% was more appropriate. This rate has since been applied in the Company’s assessment.

Comments or questions regarding the above responses should be directed to the undersigned at the telephone number set forth above or to our counsel, Steven I. Weinberger, Esq., Schneider Weinberger & Beilly LLP, 2200 Corporate Blvd., NW, Suite 210, Boca Raton, FL 33432, (561) 362-9595 (telephone) and (561) 362-9612 (fax).

  Very truly yours,

  /s/  TAM CHEUK HO

  Mr. Tam Cheuk Ho

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 0407

      							July 15, 2005

Via U.S. Mail
Mr. Tam Cheuk Ho
Chief Financial Officer
China Natural Resources
Room 2105
West Tower
Shun Tak Centre
200 Connaught Road C.
Sheung Wan, Hong Kong

	RE:	China Natural Resources
		Form 20-F for the fiscal year ended December 31, 2004
		File No. 000-26046

Dear Mr. Ho:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the fiscal year ended December 31, 2004

General

1. We note that your investment in Hainan Sundiro Motorcycle Co.,
Ltd. accounts for approximately 66% of your assets.  Provide us
with
your analysis of whether you are an investment company within the
Investment Company Act of 1940.  See Section 3(a) of the
Investment
Company Act.

Item 15. Controls and Procedures, page 58

2. We note your disclosure that "[t]here have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect internal controls subsequent to this
evaluation."  (emphasis added).  Item 308(c) of Regulation S-K
requires the disclosure of any change in your internal control
over
financial reporting identified in connection with an evaluation
thereof that occurred during your last fiscal quarter (or your
fourth
fiscal quarter in the case of an annual report) that has
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us that
there
was no change in your internal control over financial reporting
that
occurred during your fourth fiscal quarter in 2004 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.

Report of Independent Registered Public Accounting Firm, page F-1

3. We note that your audit report was signed by an audit firm
based
in Denver, Colorado.  We also note that you conduct your
operations
in China and Hong Kong, your revenues are generated in China and
Hong
Kong and all of your assets are located in China and Hong Kong.
Please tell us where the majority of audit work was conducted and
how
you concluded that it was appropriate to have an audit report
issued
by an auditor licensed in Colorado.

2. Summary of Significant Accounting Policies, page F-9

4. Please disclose your accounting policies for Copper inventory
and
sales of Copper.

(l) Foreign currency translation, page F-12

5. We note that the functional currency of substantially all of
your
operations is Renminbi.  However, we note throughout the filing
that
you conduct your operations in China and Hong Kong.  Item 4 A. and
B.
also states that your principal place of business is located in
Hong
Kong and that all sales from iSense were made in Hong Kong
dollars.
Since you have operations in both China and Hong Kong, tell us why
you believe that your functional currency is Renminbi as opposed
to
Hong Kong dollars.  Specifically refer to paragraphs 5-10 and
Appendix A of SFAS 52 in your response.

10. Investments, page F-18

6. Provide us with more details of the nature of your investment
in
Hainan Sundiro Motorcycle Co., Ltd.  Tell us how you are able to
value your investment in Sundiro by reference to the fair market
value of Sundiro`s publicly traded shares.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Michael Henderson, Staff Accountant at (202)
551-3364 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Tam Cheuk Ho
China Natural Resources
July 15, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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