Search company, investor...

Predict your next investment

Corporation
chnr.net

About China Natural Resources

China Natural Resources Inc. is engaged in mining, processing, and selling zinc concentrate, iron concentrate and sulfuric concentrate.

Headquarters Location

Shenzhen, Guangdong,

China

Want to inform investors similar to China Natural Resources about your company?

Submit your Analyst Briefing to get in front of investors, customers, and partners on CB Insights’ platform.

Latest China Natural Resources News

China Natural Resources : SALE AND PURCHASE AGREEMENT - Form 6-K

Jul 30, 2023

5-day change Yesterday at 08:17 pm PRECISE SPACE-TIME TECHNOLOGY LIMITED BETWEEN: 1. FEISHANG GROUP LIMITED., a company incorporated in the British Virgin Islands with limited liability, and whose registered office is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 ("Purchaser"); and 2. CHINA NATURAL RESOURCES, INC., a company incorporated in the British Virgin Islands with limited liability and listed on The Nasdaq Capital Market under the symbol "CHNR", and whose registered office is at Sea Meadow House, Blackborne Highway, PO Box 116, Road Town, Tortola, British Virgin Islands ("Vendor"). RECITALS: (A) Precise Space-Time Technology Limited is a company incorporated in Hong Kong with limited liability with company number 2638400 and its registered office at Room 2205, 22/F, West Tower, Shun Tak Centre, 200 Connaught Road Central, Sheung Wan, Hong Kong (the "Company"). The entire issued share capital of the Company as at the date of this Agreement is owned by the Vendor and is comprised of 10,000 ordinary shares paid up as to HK$10,000. (B) As at the date of this Agreement, the Company, via Shenzhen New Precise Space-Time Technology, which in turn via Shenzhen Qianhai, owns 51% of the equity interests in Shanghai Onway, which is principally engaged in the provision of equipment in rural wastewater treatment and provision of engineering, procurement and construction activities in relation to wastewater treatment in the PRC. The corporate structure and details of the Company and its subsidiaries are set out in Schedule 1. (C) (D) (E) The Vendor has agreed to sell, and the Purchaser has agreed to buy, the Sale Shares (as defined below) upon the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows:- 1. "Applicable Laws" any constitutions, enactments, ordinances, regulations, orders, notices, judgments, common law, treaties and any other legislations or laws of any relevant jurisdictions or competent authorities; "Business Day" "CNY" "Completion" "Completion Date" the Business Day on which the last outstanding Condition (other than the Conditions which can only be fulfilled upon Completion) shall have been fulfilled or waived (or such other date agreed by the Purchaser and the Vendor in writing) on which Completion is to take place or such other date as the parties hereto may agree; "Conditions" "Encumbrances" any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third-party right or interest, other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, any title transfer or retention arrangement) having similar effect, and "Encumber" shall be construed accordingly; "Hong Kong" "HK$" "Management Accounts" the unaudited consolidated balance sheet of the Company made up as at the Management Accounts Date and the unaudited consolidated profit and loss accounts of the Company for the six months ended on the Management Accounts Date; "Management Accounts Date" "Management Accounts Receivables" Receivables which due from the Company to the Vendor as reflected on the unaudited consolidated financial statements of the Company as of December 31, 2022, in the amount of CNY129,958,419; "NASDAQ" "Material Adverse Change" any change (or effect) which has a material and adverse effect on the financial position, business or prospects or results of operations, of the Company as a whole; "PRC" or "China" "post-Completion Obligation(s)" any of the post-Completion obligations referred to in Clause 5.2.3(b) in relation to stamping of the contract notes of the Sale Shares; or any other Completion obligation in this Agreement as may be designated by the Purchaser in writing as a post-Completion Obligation; "Sale Shares" the entire issued share capital in the Company held by the Vendor, comprised of 10,000 ordinary shares and paid-up as to HK$10,000 as at the date hereof; "Shanghai Onway" 上海昂未环保发展有限公司(Shanghai Onway Environmental Development Co., Ltd.), a limited liability company established under the laws of the PRC; "Shenzhen New Precise" 深圳市精准新时空科技有限公司(Shenzhen New Precise Space-Time Technology Co., Ltd.), a limited liability company established under the laws of the PRC, which holds 100% of the equity interests in Shenzhen Qianhai as the date of this Agreement; "Shenzhen Qianhai" 深圳市前海飞尚环境投资有限公司(Shenzhen Qianhai Feishang Environmental Investment Co., Ltd.), a limited liability company established under the laws of the PRC, which holds 51% of the equity interests in Shanghai Onway as the date of this Agreement; "SEC" "Share" "Tax" or "Taxation" (1)any form of tax whenever created or imposed and whether of Hong Kong, the United States or elsewhere, payable to or imposed by any taxation authority and including, without limitation, profits tax, provisional profits tax, interest tax, salaries tax, property tax, land appreciation tax, taxes on income, estate duty, capital duty, stamp duty, payroll tax and other similar liabilities or contributions and any other taxes, levies, duties, charges, imposts, social security contributions, rates or withholdings similar to, corresponding with, or replacing or replaced by any of the foregoing and including an amount equal to any deprivation of any relief from taxation; and (2)all charges, interests, penalties and fines, incidental or relating to any Taxation falling within (1) above; "Total Consideration" "United States" or "US" "US$" "Warranties" the representations warranties and undertakings given by the Vendor under this Agreement to the Purchaser as contained in Clause 6 and Schedule 2 and "Warranty" means any one of them; "Warranty Expiry Date" "%" 1.2.1 references to "Clauses", "Recitals" and "Schedules", unless the context otherwise requires, are references to clauses, recitals and schedules to this Agreement; and 1.2.2 a reference to a "party", unless the context otherwise requires, is a reference to a party to this Agreement. 1.3 Headings in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement. 2. 2.1 Subject to the terms and conditions of this Agreement, the Vendor agrees to sell as beneficial owner, and the Purchaser agrees to purchase, the Sale Shares and each right attaching to such shares at or after the Completion Date, free of all Encumbrances. 3. 3.1 The aggregate consideration payable for the Sale Shares, shall be CNY95,761,119 (the "Base Purchase Price") comprising (i) a consideration of CNY-34,197,300 for the consolidated net assets of the Company (the "Base Net Assets"), being the higher value of the Company's consolidated net assets set forth in the Company's unaudited consolidated financial statements as of December 31, 2022, a copy of which has been attached to this Agreement as exhibit to Schedule 4, or such value as determined by the Valuation Report (as defined below) and (ii) a consideration of CNY129,958,419 for the Management Accounts Receivables due to the Vendor, as adjusted in accordance with Section 3.2 below (as adjusted, the "Adjusted Purchase Price" or "Total Consideration"). 3.2 3.2.1 On or before the one hundred and twentieth (120th) day after the Completion Date, the Vendor shall prepare and deliver to the Purchaser a statement setting forth its calculation of the Net Assets of the Company as of the Management Accounts Date (the "Management Accounts Net Assets"). The Vendor and the Purchaser will cooperate with each other and their respective representatives in good faith and in all reasonable respects as may be requested by the opposite Party in preparing and reviewing the Management Accounts Net Assets. 3.2.2 If the Management Accounts Net Assets is lower than the Base Net Assets, the Parties agree that there shall be no adjustment to the Base Purchase Price relating to such difference between the Management Accounts Net Assets and the Base Net Assets; if the Management Accounts Net Assets is higher than the Base Net Assets, the Parties agree that the Base Purchase Price shall be adjusted upwards for such difference between the Management Accounts Net Assets and the Base Net Assets (the "Post-Closing Adjustment Amount"). 3.3 Upon the terms of this Agreement, the consideration shall be paid by the Purchaser to the Vendor (or otherwise set off against any outstanding amount remaining due from the Vendor to the Purchaser under any promissory note or indebtedness) in the following manner: 3.3.1 CNY28,728,336, approximately thirty percent (30%) of the Base Purchase Price, shall be due and payable within three (3) Business Days of the signing of this Agreement; 3.3.2 CNY57,456,671, approximately sixty percent (60%) of the Base Purchase Price, shall be due and payable in accordance with Clause 5.3.2; 3.3.3 CNY9,576,112, approximately ten percent (10%) of the Base Purchase Price, together with the Post-Closing Adjustment Amount, shall be due and payable within three (3) Business Days of availability of the Management Accounts Net Assets. 4. 4.1.1 the passing of the necessary resolutions by both the Purchaser and the Vendor approving this Agreement and all other transactions contemplated hereunder and the granting of such regulatory approvals as may be necessary, including without limitation in accordance with the listing rules and other applicable laws; 4.1.2 the representation, warranties and/or undertakings given by the Vendor under this Agreement shall remain true, accurate and not misleading throughout the period from the date of this Agreement to the Completion Date, and there having been no breach by any party of this Agreement; and 4.1.3 (if required) all requisite waivers, consents and approvals from any relevant governments or regulatory authorities or other relevant third parties in connection with the transactions contemplated by this Agreement required to be obtained on the part of the Purchaser having been obtained. 4.2 In the event that the conditions set out in Clause 4.1 shall not have been fulfilled (or waived in accordance with the terms of this Agreement) at or before 12:00 noon (Hong Kong time) on the Long Stop Date, this Agreement shall lapse and be of no further effect (save for Clauses 5, 7, 8, 9, 10 and 11) which shall continue to take effect), and no party to this Agreement shall have any liability and obligation to the other parties, save in respect of any antecedent breaches of this Agreement. 5. 5.1 Subject to fulfilment of all the conditions set out in Clause 4.1 or the effective waiver thereof in accordance with the terms of this Agreement, Completion shall take place at or before 4:00 p.m. (Hong Kong time) on the Completion Date at such place as shall be agreed by the parties hereto when all of the business required under Clause 5 shall be transacted. 5.2 5.2.1 in respect of the Sale Shares, duly executed instrument(s) of transfer and the related sold notes in respect of all such Sale Shares in favour of the Purchaser and/or such nominee(s) as the Purchaser may designate, such waivers or consents (if any) as the Purchaser may require to be signed by the Vendor to enable the Purchaser and/or its nominee(s) to be registered as a holder or holders of the Sale Shares; 5.2.2 5.2.3 contract notes duly executed by (i) the Vendor as transferor and (ii) the Purchaser as transferee in respect of the Sale Shares; and 5.3 5.3.1 deliver a certified true copy of the board resolutions of the Purchaser (certified as a true and complete copy by a director of the Purchaser) approving this Agreement and authorising one or more person(s) to execute and deliver this Agreement on its behalf (and to affix the common seal thereon, if applicable). 5.3.2 arrange for payment of CNY57,456,671, approximately sixty percent (60%) of the Base Purchase Price, to the Vendor by (i) delivering a cheque drawn on a licensed bank in the PRC in the sum of CNY57,456,671 and made payable to the Vendor (or to its nominee as directed by the Vendor in writing) or (ii) a set-off against any outstanding amount remaining due from the Vendor to the Purchaser under any promissory note or indebtedness in the amount of CNY57,456,671). 5.4 No party hereto shall be obliged to complete this Agreement or perform any obligations hereunder unless the other party complies fully with the requirements of Clauses 5.2 to 5.3. 5.5 In the event that the Completion cannot take place due to the default of the defaulting party, such defaulting party shall bear all the professional fees, expenses and/or costs in connection with the transactions contemplated under this Agreement incurred by the non-defaulting party and shall settle such fees, expenses and/or costs within 10 Business Days from the date of termination of this Agreement. 6. 6.1 The Vendor represents and warrants to the Purchaser that it has the legal right, full power, legal capacity and authority, and has obtained all necessary approvals, to enter into this Agreement and any other documents to be executed by such pursuant to or in connection with this Agreement and to exercise its rights and perform its obligations hereunder, and this Agreement and the said documents when signed shall constitute legal, valid and binding obligations on the Vendor and enforceable in accordance with their terms. 6.2 The Vendor represents and warrants to the Purchaser that upon Completion, the Sale Shares sold by the Vendor shall be fully paid up and are legally and beneficially owned by it, and it has the power, authority, legal capacity and has obtained authorisation to sell and transfer the Sale Shares to be sold by it, and that the Sale Shares to be sold by it shall be free of all Encumbrances with all rights attached thereto on the Completion Date. 6.3 If, after the signing of this Agreement and before Completion, any event shall occur or matter shall arise which results or may result in any of the Warranties of the Vendor being untrue, misleading or inaccurate in any respect, the Vendor shall immediately notify the Purchaser in writing thereof prior to Completion. 6.4 The total aggregate liability of the Vendor for any claim or claims of breaches under this Agreement (excluding other legal and other costs and expenses) shall not in any event exceed an amount equals to the Total Consideration. 6.5 No claim may be brought against the Vendor in respect of a breach of any of the Warranties after expiration of a period of 24 months from the Completion Date ("Warranty Expiry Date") and the Vendor shall not be liable in respect of a breach of any of the Warranties unless it shall have received written notice from the Purchaser prior to the Warranty Expiry Date giving reasonable details of the relevant claim and any such claim shall (if not previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn at the expiry of a period of six months after the Warranty Expiry Date unless proceedings in respect thereof shall have already been commenced against the Vendor. 6.6 The Purchaser's rights in respect of each of the Warranties shall survive Completion and continue in full force and effect notwithstanding Completion. 6.7 The Purchaser shall be entitled to claim both before and after Completion that any of the Warranties is or was untrue or misleading or has or had been breached even if the Purchaser discovered or could have discovered on or before Completion that the Warranty in question was untrue, misleading or had been breached and Completion shall not in any way constitute a waiver of any of the Purchaser's rights. 6.8 The Purchaser hereby acknowledges that the Vendor has relied upon a valuation report dated 31 December 2022 (the "Valuation Report") for determining the Base Purchase Price and which valuation report contains assumptions and other information supplied by the Vendor. The Vendor hereby warrants that all the assumptions in the valuation report and all other matters supplied by it for the purpose of compiling the valuation report will remain true and valid for a period of 24 months after Completion. 6.9 The Vendor hereby undertakes to indemnify and keep indemnified the Purchaser from and against all reasonable claims, liabilities, losses, damages, costs and expenses which the Purchaser may suffer or incur or which may be made against the Vendor either before or after the commencement of and arising out of, or in respect of, any action in connection with: (a) (b) the settlement of any claim that any of the Warranties is untrue or misleading or has been breached in any aspects; (c) any legal proceedings taken by the Purchaser claiming that any of the Warranties is untrue or misleading or has been breached and in which judgment is given for the Purchaser; and (d) 6.10 No claim shall lie against the Vendor (under or in relation to the Warranties or any provision of this Agreement) to the extent that such claim is attributable to any voluntary act, omission, transaction, or arrangement carried out directly by the Purchaser or on its behalf or by persons deriving title from the Purchaser after the Completion. 6.11 The Vendor represents and warrants that, in entering into this Agreement it is not in breach or violation of, and has not engaged in any acts, omissions or conduct which may cause it or the Purchaser to be in breach or violation of, any Applicable Laws. 7. 7.1 For the purpose of this Clause 7 "Confidential Information" means all information received or obtained as a result of entering into or performing, or supplied by or on behalf of a party in the negotiations leading to this Agreement and which relates to: 7.1.1 7.1.2 7.1.4 7.2 Each party ("Receiving Party") hereby undertakes to each other party ("Disclosing Party"), both during and after the term or termination of this Agreement, to preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose or transfer or use the Confidential Information for its own or any purposes other than for the sole purpose of the transactions or matters contemplated in this Agreement except: 7.2.1 7.2.2 7.2.3 with the prior written consent of the Disclosing Party and the party to whose affairs such Confidential Information relates; or 7.2.4 7.3 7.3.1 where the Confidential Information, before it is furnished to the Receiving Party, is in the public domain; or 7.3.2 where the Confidential Information, after it is furnished to the Receiving Party, enters the public domain otherwise than as a result of a breach by the Receiving Party of its obligations in this Clause 7; or 7.3.3 if and to the extent the Receiving Party makes disclosure of the Confidential Information to any person: (i) 8.1 This Agreement shall be binding on and shall enure for the benefit of each party's successors and assigns, but no party may assign any of its rights or obligations hereunder without the prior written consent of the other party. 8.2 8.3 The failure to exercise, or any delay in exercising, a right or remedy provided by this Agreement or by law shall not impair or constitute a waiver of such right or remedy or an impairment of or a waiver of any other right or remedy. 8.4 The Vendor will bear all the legal and professional fees, costs and expenses (including those incurred by the Purchaser) incurred in connection with the negotiation and preparation of this Agreement. 8.5 All stamp duty payable in connection with the sale and purchase of the Sale Shares shall be borne by the Vendor and the Purchaser respectively in accordance with its respective portion as vendor and purchaser. 8.6 This Agreement may be signed in any number of counterparts, each of which shall be binding on the party who shall have executed it and which together shall constitute but one agreement. 8.7 This Agreement sets forth the entire agreement and understanding between the parties in relation to the Company and the subject matter of this Agreement and supersedes all previous agreements, letters of intent, correspondence, understandings, agreements and undertakings (if any) between the parties with respect to the Company and the subject matter hereof, whether written or oral. 8.8 All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed. 8.9 Save as required by law or any relevant stock exchange or pursuant to any applicable listing rules, no press or other announcement shall be made in connection with the subject matter of this Agreement by any party without the prior approval of the other. 8.10 The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the continuation in force of the other provisions of this Agreement. 8.11 Except to the extent required by applicable law or applicable listing rules, or by any regulatory authority or stock exchange, no party shall (and shall procure that none of its directors, employees, independent contractors or subsidiaries shall) at any time disclose to any person (other than professional advisers who are subject to obligations of confidentiality) the terms of this Agreement or any trade secret or other confidential information relating to the Company or the parties, or make any use of such information other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this Agreement. 9.

China Natural Resources Acquisitions

1 Acquisition

China Natural Resources acquired 1 company. Their latest acquisition was Planta Metalurgica Antay Pacha on December 23, 2016.

Date

Investment Stage

Companies

Valuation
Valuations are submitted by companies, mined from state filings or news, provided by VentureSource, or based on a comparables valuation model.

Total Funding

Note

Sources

12/23/2016

$99M

Acquired

1

Date

12/23/2016

Investment Stage

Companies

Valuation

$99M

Total Funding

Note

Acquired

Sources

1

Discover the right solution for your team

The CB Insights tech market intelligence platform analyzes millions of data points on vendors, products, partnerships, and patents to help your team find their next technology solution.

Join a demo

CBI websites generally use certain cookies to enable better interactions with our sites and services. Use of these cookies, which may be stored on your device, permits us to improve and customize your experience. You can read more about your cookie choices at our privacy policy here. By continuing to use this site you are consenting to these choices.