CHNR agrees to acquire copper smelter located in Inner Mongolia
HONG KONG, February 29, 2008 – CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR), a company based in the People’s Republic of China (“PRC”), today announced that, on February 20, 2008 it entered into an agreement (the “Agreement”) with Feishang Group Limited (“FGL”) pursuant to which China Natural Resources will acquire 100% of the issued and outstanding capital stock (the “Shares”) of Mark Faith Technology Development Limited and its operating subsidiary (“Mark Faith”) from FGL, a related party.
The purchase price for the Shares is equal to the lesser of (i) the audited consolidated net asset value of the Mark Faith as at December 31, 2007 and (ii) RMB24,252,464 (approximately US$3,300,000). In addition, China Natural Resources will pay FGL RMB47,291,576 (approximately US$6,500,000) in satisfaction of outstanding indebtedness of Mark Faith to FGL. China Natural Resources paid FGL RMB30,000,000 (approximately US$4,110,000) at the time the Agreement was signed and the balance of RMB41,544,040 (approximately US$5,691,000) is payable at a closing that is expected to occur on or before March 7, 2008.
Mark Faith owns all of the outstanding capital stock of Bayannaoer City Feishang Copper Company Limited ("Feishang Copper”), a company established under the laws of the People's Republic of China ("PRC") in Inner Mongolia. Feishang Copper principally engages in the smelting and refining of copper for distribution in the PRC. Feishang Copper commenced trial production at less than full capacity in May 2007, and it is expected that commercial production will commence in early July 2008, subject to receipt of necessary certifications and permits from the relevant PRC government authorities.
Based on the unaudited management accounts of Feishang Copper as at December 31, 2007, Feishang Copper had total assets of approximately RMB458 million (approximately US$62,740,000) and total liabilities of approximately RMB387 million (approximately US$53,014,000), of which approximately RMB259 million (approximately US$35,479,000), represented advances from related companies. Following completion of the acquisition, China Natural Resources intends to gradually fund additional capital contributions to Feishang Copper to enable it to reduce this debt. For the year ended December 31, 2007, Feishang Copper recorded net sales of RMB297 million (US$40,685,000) and a net loss of RMB5 million (US$685,000). Feishang Copper has not yet commenced formal production and did not operate at full capacity during the year ended December 31, 2007. The foregoing financial information of Feishang Copper was prepared by management, has not been audited and was prepared in accordance with generally accepted accounting principles in the PRC. This information may differ materially from the financial condition, results of operations and operating data of Feishang Copper to be reported by China Natural Resources following consolidation and completion of the audit process in accordance with accounting principles generally accepted in the United States. Shareholders and prospective investors are cautioned not to place undue reliance on this information. Results of operations presented above may not be indicative of results of operations that may be achieved in subsequent periods.
Mr. Feilie Li, the Company’s CEO and Chairman commented “This is an important step taken by us towards adopting an integrated operating model that includes mining, ore processing, smelting and refining of copper and other non-ferrous metals. Our core strategy is to expand our coal and non-ferrous metal reserves through acquisitions followed by the further development of our coal and non-ferrous metal processing capability. The proposed acquisition of the copper smelter shall enable us to move down the supply chain by utilizing copper concentrate for refining into metal and chemical products.”
For the convenience of the reader, amounts in Renminbi (“RMB”) have been translated into United States dollars (“US$”) at the rate of US$1.00=RMB7.30 quoted by the People’s Bank of China as at December 31, 2007. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate, or that the translation into US$ is in accordance with US generally accepted accounting principles.
The purchase price for the Shares is equal to the lesser of (i) the audited consolidated net asset value of the Mark Faith as at December 31, 2007 and (ii) RMB24,252,464 (approximately US$3,300,000). In addition, China Natural Resources will pay FGL RMB47,291,576 (approximately US$6,500,000) in satisfaction of outstanding indebtedness of Mark Faith to FGL. China Natural Resources paid FGL RMB30,000,000 (approximately US$4,110,000) at the time the Agreement was signed and the balance of RMB41,544,040 (approximately US$5,691,000) is payable at a closing that is expected to occur on or before March 7, 2008.
Mark Faith owns all of the outstanding capital stock of Bayannaoer City Feishang Copper Company Limited ("Feishang Copper”), a company established under the laws of the People's Republic of China ("PRC") in Inner Mongolia. Feishang Copper principally engages in the smelting and refining of copper for distribution in the PRC. Feishang Copper commenced trial production at less than full capacity in May 2007, and it is expected that commercial production will commence in early July 2008, subject to receipt of necessary certifications and permits from the relevant PRC government authorities.
Based on the unaudited management accounts of Feishang Copper as at December 31, 2007, Feishang Copper had total assets of approximately RMB458 million (approximately US$62,740,000) and total liabilities of approximately RMB387 million (approximately US$53,014,000), of which approximately RMB259 million (approximately US$35,479,000), represented advances from related companies. Following completion of the acquisition, China Natural Resources intends to gradually fund additional capital contributions to Feishang Copper to enable it to reduce this debt. For the year ended December 31, 2007, Feishang Copper recorded net sales of RMB297 million (US$40,685,000) and a net loss of RMB5 million (US$685,000). Feishang Copper has not yet commenced formal production and did not operate at full capacity during the year ended December 31, 2007. The foregoing financial information of Feishang Copper was prepared by management, has not been audited and was prepared in accordance with generally accepted accounting principles in the PRC. This information may differ materially from the financial condition, results of operations and operating data of Feishang Copper to be reported by China Natural Resources following consolidation and completion of the audit process in accordance with accounting principles generally accepted in the United States. Shareholders and prospective investors are cautioned not to place undue reliance on this information. Results of operations presented above may not be indicative of results of operations that may be achieved in subsequent periods.
Mr. Feilie Li, the Company’s CEO and Chairman commented “This is an important step taken by us towards adopting an integrated operating model that includes mining, ore processing, smelting and refining of copper and other non-ferrous metals. Our core strategy is to expand our coal and non-ferrous metal reserves through acquisitions followed by the further development of our coal and non-ferrous metal processing capability. The proposed acquisition of the copper smelter shall enable us to move down the supply chain by utilizing copper concentrate for refining into metal and chemical products.”
For the convenience of the reader, amounts in Renminbi (“RMB”) have been translated into United States dollars (“US$”) at the rate of US$1.00=RMB7.30 quoted by the People’s Bank of China as at December 31, 2007. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate, or that the translation into US$ is in accordance with US generally accepted accounting principles.