EX-15.1 2 ex15x1.htm EXHIBIT 15.1

Exhibit 15.1

 

 

CHINA NATURAL RESOURCES REPORTS FIRST HALF 2024 RESULTS

 

HONG KONG, December 31, 2024 – China Natural Resources Inc. (NASDAQ: CHNR) (the “Company”) today announced its results of operations for the six months ended June 30, 2024. 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 = CNY7.2673 as quoted by www.ofx.com on June 30, 2024, except as otherwise disclosed.

 

Mr. Wong Wah On Edward, Chairman of the Company, commented, “We are prudently investing in our exploration activities as we work to extract further value from the Wulatehouqi Moruogu Tong Mine. Although the acquisition of William Minerals has encountered delay, we are using our best endeavors to resolve the condition precedent to the closing of the acquisition. We will move forward and leverage our mining expertise as we continue to execute on our long-term business strategy.”

 

Financial Results for the Six Months Ended June 30, 2024

Administrative expenses for the six months ended June 30, 2024 were CNY4.00 million (US$0.55 million), as compared to expenses of CNY4.88 million for the same period in 2023. The decrease was mainly due to the professional service fees incurred in 2023 in relation to the Company’s potential acquisition of Zimbabwe lithium mines.

 

Other income for the six months ended June 30, 2024 was nil, as compared to CNY0.50 million for the same period in 2023. The decerease was mainly caused by other income relating to impairment reversal of other receivables, which were fully impaired and written off in prior years but collected in 2023.

 

Fair value gain on financial instruments for the six months ended June 30, 2024 was CNY3.86 million (US$0.53 million), as compared to a loss of CNY0.09 million for the same period in 2023. The amount represented the fluctuation of fair values of the Company’s outstanding warrants.

 

The loss for the period from discontinued operations, net of tax was nil for the period ended June 30, 2024, as compared with CNY4.96 million for the same period in 2023. The loss in 2023 was the result of an expected credit loss assessment of receivables and contract assets, due to the fact that the amount of uncollected and aged receivables and contract assets was relatively higher than the amount in 2022.

 

Loss for the six months ended June 30, 2024 was CNY0.12 million (US$0.02 million) as compared to CNY9.46 million for the six months ended June 30, 2023. The decrease in loss was mainly due to fair value gain on financial instruments – warrants, and the disposal of loss-generating water treatment business in 2023.

 

The Company had a US$1.21 million balance of cash and cash equivalents at June 30, 2024.

 

About China Natural Resources:

China Natural Resources, Inc. (NASDAQ: CHNR) is currently a holding company that operates in exploration and mining business. Upon the completion of Precise Space-Time Technology disposition on July 28, 2023, the Company is engaged in the acquisition and exploitation of mining rights in Inner Mongolia, including exploring for lead, silver and other nonferrous metal, and is actively exploring business opportunities in the healthcare and other non-natural resource sectors. In 2023, China Natural Resources agreed to acquire Williams Minerals, which operates a lithium mine in Zimbabwe, for a maximum consideration of US$1.75 billion. Currently, we are actively working with all involved parties to close the deal as soon as possible. Williams Minerals is owned by China Natural Resources’ controlling shareholder, Feishang Group Limited, and a non-affiliate, Top Pacific (China) Limited.

 

 

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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 potential presented by the exploration and mining sector in the People’s Republic of China (the “PRC”) and other industry sectors in the PRC generally; the impact on the Company’s financial position, growth potential and business of in the sale of Precise Space-Time Technology and Shanghai Onway specifically; the experience, supply chain and customer relationships and market insights of the Precise Space-Time Technology team; and the Company’s ability to locate and execute on strategic opportunities in non-natural resources sectors. 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 the Company’s actual results to differ from its forward-looking statements are uncertainties associated with metal price volatility; uncertainties concerning the viability of mining and estimates of reserves at the Company’s Wulatehouqi Moruogu Tong Mine in Inner Mongolia; uncertainties regarding our ability to acquire a mining permit and to extract mineral reserves located in the Moruogu Tong Mine in an economically feasible manner; uncertainties related to our ability to fund operations and capital expenditures; uncertainties relating to the acquisition of Williams Minerals that were not discovered by us through our due diligence investigation; uncertainties related to the completion of the acquisition of Williams Minerals which is conditional upon satisfaction or waiver of various conditions; failure to complete the acquisition of Williams Minerals may have a material adverse effect on the Company’s business, financial condition and results of operations; uncertainties related to the realization of the anticipated benefits associated with it; the potential lack of appetite for the Company’s current holdings as consideration for a transaction; uncertainties related to geopolitical events and conflicts, such as the conflict between Russia and Ukraine; uncertainties regarding the impact of climate change on our operations and business; uncertainties related to possible future increases in operating expenses; the fluctuations of interest rates and foreign exchange rates; 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 the Company’s ability to fund operations; uncertainties related to possible future increases in operating expenses, including costs of labor and materials; 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; 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.

 

 

 

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CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

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

 

 

   Six Months Ended June 30, 
   2023   2024   2024 
   CNY   CNY   US$ 
   (Unaudited)   (Unaudited)   (Unaudited) 
CONTINUING OPERATIONS               
Administrative expenses   (4,879)   (3,996)   (550)
Other income   500         
Fair value (loss)/gain on financial instruments   (86)   3,862    531 
Finance costs   (44)   (30)   (4)
Finance income   3    42    6 
                
LOSS BEFORE INCOME TAX   (4,506)   (122)   (17)
                
Income tax expense            
                
LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS   (4,506)   (122)   (17)
                
DISCONTINUED OPERATIONS               
Loss for the period from discontinued operations, net of tax   (4,955)        
                
LOSS FOR THE PERIOD   (9,461)   (122)   (17)
                
ATTRIBUTABLE TO:               
Owners of the Company               
   From continuing operations   (4,506)   (122)   (17)
   From discontinued operations   (6,236)        
Non-controlling interests               
   From continuing operations            
   From discontinued operations   1,281         
                
    (9,461)   (122)   (17)
                
LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY:               
Basic and diluted               
- For loss from continuing operations   (0.55)   (0.01)    
- For loss from discontinued operations   (0.76)        
- Loss per share   (1.31)   (0.01)    

 

 

 

 

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CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JUNE 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023

(Amounts in thousands)

 

 

   December 31,   June 30, 
   2023   2024   2024 
   CNY   CNY   US$ 
   (Audited)   (Unaudited)   (Unaudited) 
             
ASSETS               
                
NON-CURRENT ASSETS               
Property, plant and equipment   53    54    7 
Right-of-use assets   346         
Other non-current assets   247,530    254,238    34,984 
                
TOTAL NON-CURRENT ASSETS   247,929    254,292    34,991 
                
CURRENT ASSETS               
Prepayments   1,107    1,067    147 
Other receivables   18    21    3 
Cash and cash equivalents   4,753    8,779    1,208 
                
TOTAL CURRENT ASSETS   5,878    9,867    1,358 
                
TOTAL ASSETS   253,807    264,159    36,349 

 

LIABILITIES AND EQUITY               
                
CURRENT LIABILITIES               
Trade payables   100    100    14 
Other payables and accruals   82,610    79,405    10,926 
Derivative financial liabilities       4,419    608 
Lease liabilities   360    376    52 
Due to related companies   9,069    6,221    856 
Due to the Shareholder   85,673    77,317    10,639 
                
TOTAL CURRENT LIABILITIES   177,812    167,838    23,095 
                
TOTAL LIABILITIES   177,812    167,838    23,095 
                
EQUITY               
Issued capital   450,782    450,782    62,029 
Other capital reserves   758,775    770,874    106,074 
Accumulated losses   (1,122,851)   (1,122,973)   (154,524)
Other comprehensive losses   (10,711)   (2,362)   (325)
                
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY   75,995    96,321    13,254 
NON-CONTROLLING INTERESTS            
                
TOTAL EQUITY   75,995    96,321    13,254 
                
TOTAL LIABILITIES AND EQUITY   253,807    264,159    36,349 

 

 

 

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CHINA NATURAL RESOURCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

AS OF JUNE 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023

(Amounts in thousands)

 

 

The condensed consolidated statements of profit or loss of the Company for the six months ended June 30, 2024 and 2023, and the condensed consolidated statements of financial position of the Company as of December 31, 2023 and June 30, 2024, have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The condensed consolidated statements of profit or loss and the condensed 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 year ended December 31, 2023 contained in the Company’s Annual Report on Form 20-F as filed with the Commission on April 30, 2024.

 

 

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