China Natural Resources Reports Full Year 2021 Results

Exhibit 15.2








HONG KONG, MAY 17, 2022 – China Natural Resources Inc. (NASDAQ: CHNR) (the “Company”) today announced its results of operations for the twelve months ended December 31, 2021. For the convenience of the reader, amounts in Chinese Yuan (“CNY”) have been translated into United States dollars (“US$”) at the rate of US$1.00 = CNY6.3559 as quoted by on December 31, 2021.


Mr. Wong Wah On Edward, Chairman and Chief Executive Officer of the Company, commented, “We continued to make meaningful progress on the strategic diversification of our business in 2021. Our progress was, however, slowed by the COVID-19 pandemic, resulting shutdowns, logistic complications, and the steep global increase in operating costs and inflation. In addition, our operations in the rural wastewater treatment industry in 2021 resulted in a near-term reduction in our revenue level, but we believe our actions will be a catalyst for increased revenue growth and profitability. We are already seeing initial positive signs from our efforts to streamline our operations and our cost reduction plan, while at the same time focusing on continued exploration of the Moruogu Tong Mine. As we recently noted, we expect commodities prices to remain high, with demand continuing to outstrip supply. With even greater urgency placed on exploration opportunities and the potential for higher valuations of assets such as the Moruogu Tong Mine, we also recently announced plans to increase investments in the Moruogu Tong Mine. We are also evaluating other attractive business opportunities and believe that we will be able to further leverage our expertise and capital to create even greater value for shareholders.”


Financial Results for the Twelve Months Ended December 31, 2021


As of December 31, 2021, the Company had two operating segments: wastewater treatment and exploration and mining. Revenue for the twelve months ended December 31, 2021 was CNY18.74 million (approximately US$2.95 million), as compared to revenue of approximately CNY42.50 million (approximately US$6.69 million) for the twelve months ended December 31, 2020. The decrease in revenue was mainly caused by the completion of the construction phase of a public-private partnership wastewater treatment project in January 2021.


Net loss for the twelve months ended December 31, 2021 was approximately CNY54.97 million (approximately US$8.65 million) as compared to net profit of approximately CNY22.92 million (approximately US$3.61 million) for the twelve months ended December 31, 2020. The turn to loss in 2021 from profit in 2020 was mainly due to the recognition of fair value loss of approximately CNY38.35 million (approximately US$6.03 million) in the twelve months ended December 31, 2021 and fair value gain of approximately CNY31.33 million (approximately US$4.93 million) in the twelve months ended December 31, 2020, relating to the Company’s holdings in Feishang Anthracite Resources Limited, a company listed on the Hong Kong Stock Exchange, designated as financial assets at fair value through profit or loss, and the impact of warrants issued to institutional investors in a private placement in January 2021, which were designated as derivative financial liabilities.



The Company had a cash balance of approximately CNY58.36 million (approximately US$9.18 million) at December 31, 2021.


On January 20, 2021, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company issued and sold on January 22, 2021, in a registered direct offering, an aggregate of 3,960,000 of its common shares at a price of US$1.85 per share, and in a concurrent private placement, warrants initially exercisable for the purchase of an aggregate of 1,584,000 of its common shares with an initial exercise price of US$2.35 per share. Because the changes in equity from this private placement transaction are dominated in US$, the US$ amount is the actual transaction amount and the corresponding CNY amount was translated from US$ at the applicable exchange rate as of the transaction date, January 22, 2021.


About China Natural Resources:

China Natural Resources, Inc. (NASDAQ: CHNR), a British Virgin Islands corporation, through its operating subsidiaries in the People’s Republic of China (the “PRC”), is currently engaged in the provision of equipment for rural wastewater treatment, engineering, procurement and construction services related to wastewater treatment in the PRC, the acquisition and exploitation of mining rights in Inner Mongolia, including preliminary exploration for nickel, lead, silver and other nonferrous metal, and is actively exploring further business opportunities in the healthcare sector, natural resources sector and other sectors.


Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the U.S. federal securities laws. These statements include, without limitation, statements regarding the intent, belief and current expectations of the Company, its directors or its officers with respect to: the impact of the Company’s actions on its future financial performance; the Company’s performance in the rural wastewater treatment industry in the PRC; the impact of rising commodity prices; the level of demand for nickel, lead, silver, lithium, copper and other precious minerals; the potential presence of minerals in the Moruogu Tong Mine; and the ability of the Company to extract any minerals found in the Moruogu Tong Mine in an economically viable manner. 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 statements as a result of various factors. Among the risks and uncertainties that could cause the Company’s actual results to differ from its forward-looking statements are: the impact on the Company’s financial position of its investment in the wastewater treatment sector of the PRC; the growth potential of the wastewater treatment and environmental protection industries in the PRC; possible downturns in the sectors that the Company may invest in; the results of the next assessment by the Staff of the Nasdaq Listing Qualifications department of the Company’s compliance with the Nasdaq Listing Rules; uncertainties related to governmental, economic and political circumstances in the PRC; uncertainties related to metal price volatility; uncertainties related to the Company’s ability to acquire a mining permit for the Moruogu Tong Mine; uncertainties regarding the ability to profitably extract minerals from the Moruogu Tong Mine, as well as the nature of any such minerals; uncertainties regarding the successful integration, costs, revenues and profitability associated with the Company’s recently acquired wastewater treatment business; uncertainties related to the Company’s ability to fund operations and planned capital expenditures; uncertainties related to possible future increases in operating expenses, including costs of labor and materials; uncertainties related to the impact of the COVID-19 pandemic; uncertainties related to the political situation between the PRC and the United States, and potential negative impacts on companies with operations in the PRC that are listed on exchanges in the United States; uncertainties relating to geopolitical turmoil or conflict; and other risks detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. 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. Except as required by law, the Company undertakes no obligation to update any forward-looking statements.


For more information please contact:

David Pasquale

Global IR Partners

New York Office Phone: +1-914-337-8801 or





(Amounts in thousands, except share and per share data)


    Year Ended December 31,  
    2020     2021     2020     2021  
    CNY     CNY     US$     US$  
    (As adjusted*)           (As adjusted*)        
Revenue     42,498       18,735       6,686       2,948  
Cost of sales     (39,215 )     (18,494 )     (6,170 )     (2,910 )
Gross profit     3,283       241       516       38  
Selling and distribution expenses     (758 )     (922 )     (119 )     (145 )
Administrative expenses     (18,853 )     (22,869 )     (2,966 )     (3,598 )
Other income/(losses)     1,616       (183 )     254       (29 )
OPERATING LOSS     (14,712 )     (23,733 )     (2,315 )     (3,734 )
Fair value gain/(loss) on financial instruments, net     31,334       (38,349 )     4,930       (6,034 )
Impairment losses on financial assets     (4,162 )     (3,330 )     (655 )     (524 )
Finance costs     (3,749 )     (4,359 )     (590 )     (686 )
Finance income     15,468       16,935       2,434       2,665  
PROFIT/(LOSS) BEFORE INCOME TAX     24,179       (52,836 )     3,804       (8,313 )
INCOME TAX EXPENSE     (1,258 )     (2,135 )     (198 )     (336 )
PROFIT/(LOSS) FOR THE YEAR     22,921       (54,971 )     3,606       (8,649 )
ATTRIBUTABLE TO:                                
Owners of the Company     24,336       (48,152 )     3,829       (7,576 )
Non-controlling interests     (1,415 )     (6,819 )     (223 )     (1,073 )
      22,921       (54,971 )     3,606       (8,649 )
Basic and diluted                                
- Earnings/(loss) per share     0.78       (1.18 )     0.12       (0.19 )








AS OF DECEMBER 31, 2020 AND 2021

(Amounts in thousands)


    December 31,  
    2020     2021     2020     2021  
    CNY     CNY     US$     US$  
    (As adjusted*)           (As adjusted*)        
NON-CURRENT ASSETS                                
Property, plant and equipment     1,203       715       189       112  
Intangible assets     643       20,189       101       3,176  
Right-of-use assets     3,560       2,351       560       370  
Trade and bills receivable     31,676       9,501       4,984       1,495  
Contract assets     111,689       91,035       17,573       14,323  
Deferred tax assets     2,920       66       459       10  
Other non-current assets           10             2  
TOTAL NON-CURRENT ASSETS     151,691       123,867       23,866       19,488  
CURRENT ASSETS                                
Inventories     838       986       132       155  
Trade and bills receivable     29,771       41,526       4,684       6,533  
Contract assets     14,558       15,331       2,290       2,412  
Prepayments     384       2,236       60       352  
Other receivables     1,920       86,201       302       13,562  
Due from related companies     123,893             19,493        
Other current assets     6,747       4,942       1,062       778  
Financial assets at fair value through profit or loss     143,674             22,605        
Cash and cash equivalents     56,580       58,359       8,902       9,182  
TOTAL CURRENT ASSETS     378,365       209,581       59,530       32,974  
TOTAL ASSETS     530,056       333,448       83,396       52,462  





AS OF DECEMBER 31, 2020 AND 2021

(Amounts in thousands)


    December 31,  
    2020     2021     2020     2021  
    CNY     CNY     US$     US$  
    (As adjusted*)           (As adjusted*)        
CURRENT LIABILITIES                                
Trade payables     28,621       21,118       4,503       3,321  
Contract liabilities     690       690       109       108  
Other payables and accruals     9,750       12,098       1,534       1,903  
Income tax payable     18,612       9,254       2,928       1,456  
Dividends payable           5,048             794  
Interest-bearing loans and borrowings     3,000       3,000       472       472  
Derivative financial liabilities           1,710             269  
Lease liabilities     1,382       981       217       154  
Due to related companies     79,459       5,710       12,502       898  
Due to the Shareholder     7,149       14,050       1,125       2,211  
TOTAL CURRENT LIABILITIES     148,663       73,659       23,390       11,586  
NON-CURRENT LIABILITIES                                
Deferred tax liabilities     10,426       2,544       1,640       401  
Lease liabilities     2,168       1,208       341       191  
Interest-bearing loans and borrowings     77,000       74,000       12,115       11,643  
TOTAL NON-CURRENT LIABILITIES     89,594       77,752       14,096       12,235  
TOTAL LIABILITIES     238,257       151,411       37,486       23,821  
(DEFICIENCY IN ASSETS)/EQUITY                                
Issued capital     419,091       450,782       65,938       70,924  
Other capital reserves     787,987       719,110       123,977       113,141  
Accumulated losses     (1,031,187 )     (1,084,387 )     (162,241 )     (170,611 )
Other comprehensive loss     (3,164 )     (10,821 )     (498 )     (1,703 )
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY     172,727       74,684       27,176       11,751  
NON-CONTROLLING INTERESTS     119,072       107,353       18,734       16,890  
TOTAL EQUITY     291,799       182,037       45,910       28,641  
TOTAL LIABILITIES AND EQUITY     530,056       333,448       83,396       52,462  



The consolidated statements of profits or loss of the Company for the years ended December 31, 2020 and 2021 and the consolidated statements of financial position of the Company as of December 31, 2020 and 2021 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The consolidated statements of profit or loss and the consolidated statements of financial position have been derived from and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2020 and 2021 contained in the Company’s Annual Report on Form 20-F as filed with the U.S. Securities and Exchange Commission on May 17, 2022.



* The Company restated the comparative financial statements for the year ended December 31, 2020 to account for a common control transaction (the acquisition of Precise Space-Time Technology Limited and its wastewater treatment business) using the pooling of interest method.