6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2007.

Commission File Number 0-26046

China Natural Resources, Inc.

(Translation of registrant's name into English)

Room 2105, West Tower, Shun Tak Centre,

200 Connaught Road C., Sheung Wan, Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files of will file annual reports under cover of Form 20-F or Form 40 F. Form 20-F [X] Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12b3-2(b) under the Securities Exchange Act of 1934. Yes [  ] No [X].

If "Yes" is marked, indicated below the file number assigned to the registrant in connection with Rule 

12b3-2(b): 82-_________.

Entry into Material Definitive Agreement

In June 2007, Yunnan Feishang Mining Development Co. Ltd. (“Yunnan Feishang”) was formed as an indirect wholly-owned subsidiary of the Company.

On September 10, 2007, Yunnan Feishang entered into a Founder Shareholders Agreement with Hainan Jindi Industry Corporation (“Hainan Jindi”), Yangpu Fengyu Industry Development Co., Ltd. (“Yangpu Fengyu”) and six individual residents of the People’s Republic of China (“PRC”), to form Hainan Nonferrous Metal Mining Co., Ltd. (“Hainan Nonferrous”) as a stock company under the laws of the PRC.  Hainan Jindi, a state-owned enterprise, is a subsidiary of the Hainan Bureau of Geological Exploration, and Yunnan Feishang understands that the six individual PRC residents are members of management of Hainan Jindi.  Yangpu Fengyu is the nominee of Yunnan Feishang.  

Hainan Nonferrous will be formed to engage in the exploration, development, mining and sale of nonferrous metals in Hainan Province and other regions in the PRC.  It is expected that Hainan Nonferrous will acquire certain exploration rights to nonferrous metals from Hainan Jindi.  No exploration or mining rights have yet been acquired.

The Founder Shareholders Agreement provides that total capital contributions of RMB68,000,000 (US$8,935,611) will be made by the founders to Hainan Nonferrous, as follows: Hainan Jindi is to contribute 40%, Yunnan Feishang is to contribute 30%, Yangpu Fengyu is contribute 18% and the six individuals are to contribute a total of 12%.  Ownership of Hainan Nonferrous will correspond to the relative capital contributed by each party.  The interest of Yangpu Fengyu, as nominee, is beneficially owned by Yunnan Feishang.  The capital contributions are to be completed on or before October 10, 2007.

The Founder Shareholders Agreement provides that the board of directors of Hainan Nonferrous will consist of seven members, three of which will be designated by Hainan Jindi, three by Yunnan Feishang and one by the individual shareholders, as a group. Hainan Jindi has the right to designate the Chairman of Hainan Nonferrous, as well as its general manager, who will be responsible for the day-to-day operations of Hainan Nonferrous.  Therefore, Hainan Jindi will control the day-to-day operations of Hainan Nonferrous.  Inasmuch as the Company owns less than 50% of Hainan Nonferrous and it does not have sufficient voting power to control the board of directors, the Company expects to account for its interest in Hainan Nonferrous as an associated company.

For the convenience of the reader, amounts in Renminbi (“RMB”) have been translated into United States dollars (“US$”) at the rate of US$1.00 = RMB7.61 quoted by the People’s Bank of China as at June 30, 2007. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate, or that the translation into US$ is in accordance with US generally accepted accounting principles.

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This report includes forward-looking statements within the meaning of federal securities laws.  These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements.  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 of the Company, 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 ore reserve estimates, 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
46;s Securities and Exchange Commission filings. Although the Company’s management believes that the expectations reflected in forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to be accurate.

Exhibits

Exhibit No.	Description
99.1	Founder Shareholders Agreement of Hainan Nonferrous Metal Mining Co., Ltd. dated September 10, 2007 (English translation of original Chinese version)
99.2	Trust Agreement of Shareholding dated September 5, 2007 (English translation of original Chinese version)
99.3	Press release dated September 18, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA NATURAL RESOURCES, INC.
Date:  September 18, 2007	By:	/s/  LI FEILIE
		Li Feilie
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Founder Shareholders Agreement of Hainan Nonferrous Metal Mining Co., Ltd. dated September 10, 2007 (English translation of original Chinese version)
99.2	Trust Agreement of Shareholding dated September 5, 2007 (English translation of original Chinese version)
99.3	Press release dated September 18, 2007

EX-99.1

EXHIBIT 99.1

Founder Shareholders Agreement

of

Hainan Nonferrous Metal Mining Co., Ltd.

By and Among:

Hainan Jindi Industry Corporation.

Yunnan Feishang Mining Co., Ltd.

Yangpu Fengyu Industry Development Co., Ltd.

[ Li Xiaoping, Huang Shan, Yu Guangquan,]

[Lin Yingtao, Yi Wenkui, Zhou Tianyu,]

Content

Chapter I	Definitions and explanations	2
Chapter II	Founder shareholders	3
Chapter III	Stock company	4
Chapter IV	Business objective and business scope	5
Chapter V	Registered capital and contribution method	5
Chapter VI	Organization structure	7
Chapter VII	Finance, accounting and auditing	8
Chapter VIII	Profit appropriation and loss recovery	9
Chapter IX	Confidentiality	9
Chapter X	Force Majeure	11
Chapter XI	Liability for Breach of Contract	12
Chapter XII	Operation term, termination and dissolution of the company	12
Chapter XIII	Applicable laws and arbitration	13
Chapter XIV	Notice and correspondence	14
Chapter XV	Approval and effectiveness	15

WHEREAS, the Parties mutually agree to accept the principles provided in the Cooperation Agreement, which was signed by Hainan Jindi Industry Corporation and Shenzhen Feishang Industry Development Co., Ltd. on August 28, 2007.

WHEREAS, the Parties agree to jointly establish Hainan Nonferrous Metal Mining Co., Ltd. in accordance with the provisions of the Company Law of the People’s Republic of China and other applicable laws and regulations.

NOW THEREFORE, the Parties hereto agree to enter into this Agreement.

(The above covenants form an integral part of this Agreement).

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Chapter I Definitions and explanations

Article 1

Unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.	Hainan Jindi	Hainan Jindi Industry Corporation
2.	Yunnan Feishang	Yunnan Feishang Mining Co., Ltd.
3.	Yangpu Fengyu	Yangpu Fengyu Industry Development Co., Ltd.
4.	Natural person founder shareholders or natural person shareholder	The six (6) natural persons who intend to invest in Hainan Nonferrous
5.	The Parties	Hainan Jindi, Yunnan Feishang, Yangpu Fengyu and all the natural person founder shareholders.
6.	One Party	Hainan Jindi, Yunnan Feishang, Yangpu Fengyu or any natural person founder shareholders.
7.	Any other Party	From One Party’s point of view, it refers to any of the other Parties who own the registered capital of the company.
8.	Hainan Nonferrous or the Stock Company	“Hainan Nonferrous Metal Mining Co., Ltd.” as defined in Article 4 of this Agreement
9.	Third Party	Any other company, corporation, unit or individual, other than the Parties to this Agreement and Hainan Nonferrous.
10.	The Agreement or this Agreement	The Founder Shareholders Agreement of Hainan Nonferrous Metal Mining Co., Ltd. signed by the Parties.
11.	Articles of Association	Articles of Association of Hainan Nonferrous Metal Mining Co., Ltd. signed by the Parties, unless the context otherwise requires
12.	Company Law	Company Law of the People’s Republic of China.

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Chapter II Founder shareholders

Article 2

The Parties to this Agreement, being the founder shareholders who jointly establish the Stock Company, include:

Hainan Jindi Industry Corporation, with its address at 3/F., Communications Square, 49 Nansha Road, Haikou. The legal representative is Cai Renjie.

Yunnan Feishang Mining Co., Ltd., a limited liability company registered with Yunnan Administration Bureau for Industry and Commerce, with its address at Room 205, 14/F., Meiya Building, Middle Renmin Road, Kunming. The legal representative is Jia Zhigang.

Yangpu Fengyu Industry Development Co., Ltd., a limited liability company registered with HainanYangpu Administration Bureau for Industry and Commerce, with its address at 88 Yantian, Xinyingwan, Yangpu. The legal representative is Xie Yashi.

Li Xiaoping (Natural person founder shareholder), is a PRC resident (ID Card No. 432524197309110067), with address at the 3^rd residential group in Shanzhou Village, Shangmei Town, Xinhua County, Hunan Province.

Huang Shan (Natural person founder shareholder), is a PRC resident (ID Card No. 410504196302201016), with address at dormitory of Bureau of Geological Exploration of Hainan Province which is No.1, Jindi Road, Longhua District, Haikou City, Hainan Province.

Yu Guangquan (Natural person founder shareholder), is a PRC resident (ID Card No. 43062419681103971X), with address at the 10^th Group, Donghu Village, Wenxing Town, Xiangyin County, Hunan Province.

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Lin Yingtao (Natural person founder shareholder), is a PRC resident (ID Card No. 46000119840506073X), with address at No. 485, Lumo Road, Hongshan District, Wuhan City, Hubei Province.

Yi Wenkui (Natural person founder shareholder), is a PRC resident (ID Card No. 460031640424041), with address at dormitory of Bureau of Geological Exploration of Hainan Province which is No.1, Jindi Road, Longhua District, Haikou City, Hainan Province.

Zhou Tianyu (Natural person founder shareholder), is a PRC citizen (ID Card No. 460031196708150416), with address at dormitory of Bureau of Geological Exploration of Hainan Province which is No.1, Jindi Road, Longhua District, Haikou City, Hainan Province.

Chapter III The Stock Company

Article 3

The Parties agree to establish the Stock Company in Haikou, Hainan Province in accordance to the applicable provisions of Company Law, other laws and regulations in China. The Stock Company shall use the name provided in Article 4 , and location at the address provided in Article 5 of this Agreement. All the Stock Company’s activities shall comply with the applicable provisions of the laws and regulations of the People’s Republic of China as well as the provisions of this Agreement and the Articles of Association.

Article 4

The name of the Stock Company shall be “Hainan Nonferrous Metal Mining Co., Ltd.”, (which has been approved).

Article 5

The address of the Stock Company shall be located at Caihong Building, Haikou, Hainan Province. The Stock Company may lawfully establish branches and offices in any other places as required and in compliance with the laws.

Article 6

Hainan Nonferrous shall be a limited liability joint stock company established

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and registered by the Parties in accordance with the Company Law. The total assets of the Stock Company shall be divided into shares with the same nominal value, and the liabilities of the shareholders are limited to their respective amount of shares acquired. The Stock Company’s liabilities are limited to the extent of all of its assets.

Article 7

According to the Company Law and this Agreement, the Parties shall register the Stock Company with the Hainan Administration Bureau for Industry and Commerce and submit application for a business license within thirty (30) days after the Agreement becomes effective. The date of establishment of the Stock Company shall be the date of issuance of the business license.

Chapter IV Business objective and business scope

Article 8

The business objective of the Stock Company includes: to explore the mineral resources in Hainan and other regions with the capital and matured exploration technologies of the Parties; to translate the regional resources into economic benefits; to promote the development of regional economy; and to provide the Parties with satisfactory economic returns and social benefits.

Article 9

The business scope of the Stock Company includes: exploration, development and deep processing of mineral resources and trading of mineral products. The final business scope will be subject to the approval by the relevant registration authority as stated in the business license issued to the Stock Company.

Chapter V Registered capital and contribution method

Article 10

The registered capital of the Stock Company shall be RMB 68 million.

Article 11

Hainan Jindi shall contribute RMB 27.2 million in cash, accounting for 40% of the registered capital of the Stock Company.

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Article 12

Yunnan Feishang shall contribute RMB 20.4 million in cash, accounting for 30% of the registered capital of the Stock Company.

Article 13

Yangpu Fengyu shall contribute RMB 12.24 million in cash, accounting for 18% of the registered capital of the Stock Company.

Article 14

The six natural person shareholders shall contribute in total RMB 8.16 million in cash, collectively accounting for 12% of the registered capital of the Stock Company.

Name of natural person	ID Card Number	Contribution (in RMB10,000)	Proportion of shares (%)
Li Xiaoping	432524197309110067	240.8	3.5412
Huang Shan	410504196302201016	213.5	3.1397
Yu Guangquan	43062419681103971X	208.0	3.0588
Lin Yingtao	46000119840506073X	66.7	0.9809
Yi Wenkui	460031640424041	65.0	0.9559
Zhou Tianyu	460031196708150416	22.0	0.3235
Total		816	12%

Article 15

The Parties shall fulfill their respective capital contribution in one lump sum within 30 working days from the date after this Agreement becomes effective.

Article 16

The founder shareholders shall not transfer their shares in the Stock Company within one year commencing the date of establishment of the Stock Company.

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Chapter VI  Organization structure

Article 17

The Stock Company shall convene shareholders’ meeting in accordance with the provisions of the Company Law. The shareholders’ meeting is the power of authority of the Stock Company, with its rights and duties provided in the Articles of Association.

Article 18

The Stock Company shall establish the board of directors in accordance with the provisions of the Company Law. The board of directors shall comprise seven (7) directors, who are elected in the shareholders’ meeting. Hainan Jindi shall nominate three (3) director candidates, Yunnan Feishang shall nominate two (2) director candidates, Yangpu Fengyu shall nominate one (1) director candidate and the natural person shareholders shall jointly nominate one (1) director candidate.

The board of directors shall be responsible to the shareholders’ meeting with its responsibilities and powers provided in the Articles of Association.

Article 19

The Stock Company shall have one (1) chairman and one (1) vice chairman. The chairman shall be nominated by Hainan Jindi and the vice-chairman shall be nominated by Yunnan Feishang.

Article 20

The Stock Company shall establish an audit committee in accordance with the provisions of the Company Law. The audit committee shall comprise three (3) audit committee members. The natural person founder shareholders shall nominate one (1) audit committee chairman, Yunnan Feishang shall nominate one (1) audit committee member and Yangpu Fengyu shall nominate one (1) audit committee member. The duties and powers of the audit committee are provided in the Articles of Association.

Article 21

The general manager shall be responsible for the daily operation and management of the Stock Company. The duties and powers of the operation and management team are provided in the Articles of Association.

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The general manager shall be nominated by Hainan Jindi, and the chief financial officer shall be nominated by Yunnan Feishang. The general manager and the chief financial officer shall be appointed by the board of directors with a three-year term.

Chapter VII Finance, accounting and auditing

Article 22

The Stock Company shall pay taxes in accordance with the provisions of all the applicable laws and rules.

Article 23

The fiscal year of the Stock Company shall be from January 1 to December 31 of each calendar year.

Article 24

The Stock Company shall establish financial and accounting system in accordance with relevant provisions of People’s Republic of China concerning financial and accounting systems.

Article 25

The Stock Company shall, within the fiscal year, prepare monthly financial statements within ten (10) days after the end of each month and distribute copies of such financial statements to all shareholders and directors. The Stock Company shall prepare annual financial statements within thirty (30) days after the end of each fiscal year and distribute copies of such financial statements to all shareholders and directors. The annual financial statements shall be audited and certified to be authentic, true and correct by qualified independent accounting firm. In the first three months of each fiscal year, the general manager shall liaise with the financial department to prepare balance sheet, income statement and profit appropriation plan for the previous year and submit them in the directors’ meeting for review.

Article 26

Every shareholder shall have the right to appoint an accounting firm to audit the accounts and records of the Stock Company at any time within three months after the end of each fiscal year, at the cost of such shareholder.

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Chapter VIII Profit appropriation and loss recovery

Article 27

The profit appropriation plan of the Stock Company shall be prepared by the board of directors and be approved in the shareholders’ meeting. The distributable profit of the Stock Company shall be distributed in proportion to the amount of shares held by each shareholder.

Article 28

The Stock Company shall appropriate 10% of the after taxes profit to statutory reserves.

Article 29

The board of directors shall, in accordance with the provisions of this Agreement, prepare the profit appropriation and loss recovery plan of the prior year at the board meeting held in the first quarter of each fiscal year and submit to the shareholders’ meeting for approval.  

Chapter IX  Confidentiality

Article 30

The Stock Company shall establish confidentiality system as required for commercial and technological secrets. The Stock Company and the Parties shall strictly comply with all the confidentiality provisions established by the Stock Company and shall keep the Confidential Information furnished by the Stock Company and the Parties strictly confidential.

1.

“Confidential Information” refers to any technological information, innovation, invention, know-how, commercial information or any other confidential information furnished by one Party to any other Party or to the Stock Company or furnished by the Stock Company to any other Party.

2.

Unless otherwise stated in the agreement between the information provider and any third party concerning Confidential Information, during the term of this Agreement and within two (2) years following the termination of the Agreement for any reason, the recipient of information shall:

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(1)

protect and keep the Confidential Information of the information provider confidential with at least the same degree of care as it protects its own confidential information but in no case with less than a reasonable degree of care;

(2)

not disclose any Confidential Information to any third party unless with the prior written consent of the information provider or in accordance with the provisions of this Agreement; and

(3)

not use any Confidential Information for any purpose except for fulfilling the obligations under this Agreement or the Articles of Association.

3.

For purposes of fulfilling the obligations under this Agreement or the Articles of Association, recipient of information may disclose the Confidential Information where necessary to its directors, senior managers, professional consultants and related parties (collectively referred to as the “Recipients”).

4.

The Parties shall use their best endeavor, and cause the Stock Company to use its best endeavor, to ensure that each Recipient understands and comply with the confidentiality obligation under this Agreement or the Articles of Association.

Article 31

The above article shall not be applicable to:

1.

the Confidential Information that has been or become available to the public and that the disclosure by one party or its Recipients will not constitutes a breach of this Agreement or the Articles of Association;

2.

disclosure as required by and only to the extent required by applicable laws, regulations or disclosures as requested by and only to the extent requested by supervisory departments and regulatory procedures; provided that the contents to be disclosed shall be reviewed and commented by the information provider prior to the disclosure of the Confidential Information, if possible;

3.

disclosure as required by and only to the extent required by applicable laws,

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regulations, judicatory or regulatory procedures or necessary for and only to the extent necessary for arbitration or litigation procedures in relation to this Agreement or the Articles of Association.

Chapter X Force Majeure

Article 32

Force Majeure means unforeseeable, unavoidable and uncontrollable events, including fire, flood, tsunami, earthquake, lightning strike, storm and hostile military action. If a party, being directly affected by event of the Force Majeure, has been delayed in performing or has failed to perform all or part of the obligations under this Agreement, such party shall not be liable for breach of contract, provided that all the following conditions can be satisfied:

1.

the event must be the direct reason causing the prevention, obstruction or delay in performing the obligations under the Agreement;

2.

the asserting party has used its best endeavors within reasonable time after the occurrence of the event of Force Majeure to take reasonable measures to fulfill the provisions under this Agreement and minimize the losses of the Stock Company and any other party; and

3.

the asserting party has immediately notified any other party of the occurrence of such event, and within fifteen (15) days, provided written proof of the details about such event, the way it is dealt with and the reason why such party is prevented from performing all or part of the obligations under this Agreement.

The party who directly suffered from the event of Force Majeure shall immediately notify any other party upon the elimination or termination of the event of Force Majeure.

Article 33

Depending on the degree of influence of the event of Force Majeure on the performance of this Agreement, the asserting party shall be released from performing the obligations under this Agreement to the extent the Agreement is so affected and provided that the conditions in Article 32 are satisfied, the Parties shall determine whether to amend or terminate this Agreement or extend the time for fulfillment of this Agreement as soon as possible.

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Chapter XI  Liability for Breach of Contract

Article 34

Should any Party hereto fail to make the required capital contributions on schedule in accordance with the provision of this Agreement, the defaulting party shall be liable to pay to the non-defaulting parties a monthly penalty equals to 5% of its capital contribution commencing from the first month after past due (the non-defaulting parties shall share the penalty in proportion to their respective capital contributions). Should the defaulting party fails to pay its capital contribution over 3 months, in addition to the accumulative 15 % penalty, any non-defaulting party shall have the right to terminate this agreement and to claim damages against the defaulting party.

Article 35

If this Agreement cannot be performed or wholly performed due to the default of one party, the defaulting party shall bear the liability for breach of contract; if it is due to the default of the Parties, the defaulting parties shall, based on the actual circumstances, bear their respective liabilities for breach of contract.

Chapter XII Tenure, termination and dissolution

Article 36

The tenure of the Stock Company is 20 years, commencing from the date of issuance of business license.

Article 37

The Stock Company may extend its tenure through a resolution passed at shareholders’ meeting and the application to extend the tenure shall be submitted to the original registration authority 6 months before the expiration of the tenure.

Article 38

The Stock Company must be dissolved and liquidated under any of the following circumstances:

1.

At least one party disagrees to extend the tenure upon its expiration;

2.

The company is not capable of continuing its operation due to incurring of significant losses;

3.

The company is not capable of continuing its operation due to significant losses caused

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by natural disasters, war and other events of force majeure; or

4.

The events of dissolution as specified in the Articles of Association have occurred.

Article 39

A liquidation team, composed of all the capital contributors, shall be formed to carry out the liquidation process after the Stock Company ceases operation.

The liquidation team shall fulfill the duty of liquidation according to the provisions as stipulated in the Articles of Association and the Company Law.

Residual assets, if any, after settlement of all debts by the Stock Company, shall be distributed in proportion to the respective capital contributions of each Party.

Chapter XIII Governing laws and arbitration

Article 40

This Agreement and all provisions in respect of its entering, effectiveness, interpretation, execution, alteration, termination and arbitration in dispute are governed by the laws of the People’s Republic of China.

Article 41

In case of any dispute on effectiveness, interpretation, execution, alteration or termination of this Agreement or any provisions, the Parties shall try to settle the dispute through friendly consultation at the board of directors or shareholders’ meeting or through the mediation by a third party acceptable to all Parties.

In case no agreement can be reached through consultations or mediation, the disputes shall be submitted to the People’s Court at the place where they reside at anytime.

Article 42

Before the dispute is settled, except related clauses involving item of dispute, the Parties shall continue to perform other clauses specified by this Agreement and other provisions.

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Chapter XIV Notice and correspondence

Article 43

Notices, documents and correspondences between the company and the Parties shall be sent in writing via the following correspondence addresses:

Name	Address	Recipient
Hainan Jindi Industry Corporation	3/F., Communications Square, 49 Nansha Road, Haikou	Chou Guohui
Yunnan Feishang Mining Co., Ltd.	Room 205, 14/F., Meiya Building, Middle Renmin Road, Kunming	Jia Zhigang
Yangpu Fengyu  Industry Development Co., Ltd.	88 Yantian, Xinyingwan, Yangpu	Xie Yashi
Li Xiaoping	3rd floor, Communication Square, No.49, Jinsha Road, Haikou City, Hainan Province.	Li Xiaoping
Huang Shan	3rd floor, Communication Square, No.49, Jinsha Road, Haikou City, Hainan Province.	Huang Shan
Yu Guangquan	No.1988, Xiaofeng Building, Banshan Park, Guomao Road, Haikou City, Hainan Province.	Yu Guangquan
Lin Yingtao	3rd floor, Communication Square, No.49, Jinsha Road, Haikou City, Hainan Province.	Lin Yingtao
Yi Wenkui	3rd floor, Communication Square, No.49, Jinsha Road, Haikou City, Hainan Province.	Yi Wenkui
Zhou Tianyu	3rd floor, Communication Square, No.49, Jinsha Road, Haikou City, Hainan Province.	Zhou Tianyu

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In case there is a change of the correspondence address, the party having the change shall inform other Parties in writing 5 days in advance.

Chapter XV Approval and effectiveness

Article 44

This Agreement shall become effective after the signing and sealing by the Parties hereto.

In case the capital contributors are legal persons, identification document of its legal representative and authorization letter shall be provided for inspection by any other party before this Agreement and provisions are signed.

This Agreement shall have 17 counterparts, one for each party, one for the Stock Company, and one for the registration authority, each of which will be deemed an original and has same legal effect.

Article 45

This Agreement is signed by the Parties in Shenzhen on 10^th September, 2007.

(The page below is for signature by the Parties, without any text)

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(This page is for signature by the parties, without any text)

Hainan Jindi Industry Corporation	Yunnan Feishang Mining Co., Ltd.
(Seal)	(Seal)
Authorized representative: /s/ Cai Renjie	Authorized representative: /s/ Rao Chenghui
(Signature)	(Signature)
Yangpu Fengyu Industry Development Co., Ltd.
(Seal)
Authorized representative: /s/ Rao Chenghui
(Signature)
Natural person shareholder	/s/ Li Xiaoping
	(Signature)
Natural person shareholder	/s/ Huang Shan
	(Signature)
Natural person shareholder	/s/ Yu Guangquan
	(Signature)
Natural person shareholder	/s/ Lin Yingtao
	(Signature)
Natural person shareholder	/s/ Yi Wenkui
	(Signature)
Natural person shareholder	/s/ Zhou Tianyu
	(Signature)

(Blank below)

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EX-99.2

EXHIBIT 99.2

Trust Agreement of Shareholding

The agreement was entered into between Yunnan Feishang Mining Co. Ltd and Yangpu Fengyu Industry Development Co. Ltd at Shenzhen on 5^th September, 2007.

WHEREAS Yunnan Feishang Mining Co., Ltd. desires to entrust Yangpu Fengyu Industry Development Co., Ltd. 18% of the share capital interest of Hainan Nonferrous Metal Mining Co., Ltd (hereinafter referred to as “Hainan Nonferrous Metal”)

NOW, THEREFORE, in accordance with the Contract Law of the People’s Republic of China and regulations prescribed in other laws and regulations and in consideration of the principles of equality and mutual benefit and after friendly negotiation. The following agreements are reached:

1. Parties to the agreement

Party A: Yunnan Feishang Mining Co. Ltd (referred to as the “Grantor”)

Address: No.205 14^th floor, Meiya Building, Renminzhong Road, Kunming

Legal representative: Jia Zhigang

Party B: Yangpu Fengyu Industry Development Co. Ltd (referred to as the “Trustee”)

Address: No.88 Yantian Village, Xinyingwan, Yangpu Economic Development District, Hainan Province.

Legal representative: Xie Yashi

2. Definitions and explanations

2.1 The glossaries contained in this agreement (including the quotations) denote the following meanings (except if there are different interpretations arising from the context).

“The Agreement”:

the trust agreement of shareholding entered into by the Grantor and the Trustee on 5^th September, 2007.

“The Entrusted Shares”:

18% of the share capital interest in Hainan Nonferrous metal and its related rights (the “Shares”)

1

“Period of Trust”:

the effective period of the Agreement

2.2 Headings of the following articles are provided for the readers’ convenience only and shall not be interpreted as the meaning of the articles.

3. Entrust of Shares

3.1 Party B shall utilize the RMB12.24 million fund provided by Party A to pay up its capital contribution to Hainan Nonferrous Metal and shall jointly establish Hainan Nonferrous Metal Mining Co. Ltd. (hereinafter referred to as “Hainan Nonferrous Metal”) together with Hainan Jindi Industry Corporation, Party A and six other natural persons. The capital contributed by Party B shall account for 18% of the company’s registered capital.

3.2 Both parties hereby confirmed that Party A shall be the actual shareholder of the said 18% share capital interest in Hainan Nonferrous Metal. In accordance with the Company Law and the articles of association of Hainan Nonferrous Metal, Party A shall enjoy the shareholders’ rights and assume the obligations associated with the said 18% share capital interest in Hainan Nonferrous Metal.

3.3 Both parties hereby confirmed that Party B accepts to hold the Entrusted Shares in its name on behalf of Party A, and shall sign the founder shareholders agreement, articles of association of Hainan Nonferrous Metal, etc., with other relevant parties, for the purpose of registration with the industrial and commercial authoritiy.

4. Period of Trust

Both parties agreed that the period of trust shall be the effective period of the Agreement.

5. Bearing of Expenses

Both parities agreed that no fee shall be payable by Party A to Party B for the trust service. However, Party A shall bear all the relevant expenses and taxes incidental to the Entrusted Shares during the Period of Trust.

6. The rights and obligations of the Grantor

6.1 Party A shall pay Party B RMB12.24 million for capital contribution by Party B to Hainan Nonferrous Metal. The fund shall be recorded as capital contribution by Party B to Hainan Nonferrous Metal after it is confirmed by the capital verification agency.

6.2 As the actual capital contributor of Hainan Nonferrous Metal, Party A shall

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enjoy the following rights in accordance with laws and the articles of association of Hainan Nonferrous Metal:

a) Amend the company’s articles of association;

b) Increase or decrease the company’s registered capital; spin-off, merger, and dissolution of the company; or change the company’s legal form;

c) Appoint or remove the company’s directors and audit committee members.

d) The company’s profit appropriation plan;

e) Transfer in whole or in part of the share capital interest registered in the name of Party B;

f) Veto the transfer of share capital interest by other shareholders; and exercise of the pre-emptive rights;

g) Other shareholder’s rights prescribed in laws or the company’s articles of association, or the right on matters that have to be approved by the shareholders.

7. The rights and obligations of Party B

7.1 On any decision made by Party A with respect to matters listed in Article 6.2 of the Agreement, Party B shall make proposals to the Company, other shareholders, directors, audit committee members, the administrative authorities of industry and commerce and other relevant third parties, in its capacity as a shareholder and in accordance with Party’s A direction with the purpose of realizing the decision made by Party A.

7.2 Party B shall not be entitled to enjoy the shareholder’s benefits associated with the capital contribution. Party B shall pay all the income arising from the shareholding to Party A within five days of receipt.

7.3 During the Period of Trust, without Party A’s written consent, Party B shall not transfer or make use of the Entrusted Shares to provide any form of guarantee to third party or to settle debts or use for other purposes.

8. Confidentiality

8.1 Both parties shall keep confidentiality the content of this Agreement.

8.2 Either party shall not be bound by the confidentiality provisions if the disclosure is made under legal or mandatory obligations.

9. Governing laws

The conclusion, effectiveness, interpretation, execution of the agreement as well as the settlement of disputes shall be governed by the laws and regulations of the People’s Republic of China.

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10. Alteration and termination of the agreement

Party A shall have the right to notify Party B the termination of this Agreement at any time and to direct the transfer of the Entrusted Shares to its own name or any nominee designated by Party A. Party B shall agree and sign the relevant documents unconditionally.

11. Liabilities for breach of agreement

11.1 Any party which is unable to fulfill the obligations as prescribed in the agreement shall constitute a breach of the agreement. The defaulting party shall bear the liabilities for breach of agreement and indemnify the non-defaulting party for economic losses.

11.2 Party B shall indemnify Party A for any losses arising from its deliberate or serious offence. Refusal to carry out Party A’s instructions or altering the instructions of Party A in dealing with the entrusted matters without its written consent shall be considered as deliberate or serious offence by Party B.

12. Settlement of disputes

12.1 When disputes arise, both parties shall settle the disputes through honest and credible negotiations. In the circumstance that the negotiations are unsuccessful, the matter in dispute shall be submitted to the China International Trade Arbitration Committee for arbitration. The arbitration will follow the current effective arbitration rules and that the location for the arbitration shall be in Shenzhen. The decision of the arbitration is final, and shall have the same binding force to both parties.

12.2 While settling the dispute, except for the obligations which are affected by the matter under dispute, both parties shall continue to fulfill the rest of the obligations prescribed in the agreement.

13. The effectiveness of the agreement and miscellaneous

13.1 The agreement shall come into effect once signed and sealed.

13.2 The agreement shall have two copies. Each party shall have one copy and both copies shall have the same legal binding force.

Settlor: Yunnan Feishang Mining Co. Ltd
Legal representative:	/s/ Jia Zhigang

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Trustee: Yangpu Fengyu Industry Development Co. Ltd
Legal representative:	/s/ Xie Yashi

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EX-99.3

EXHIBIT 99.3

CONTACT

Edward Wong, Financial Controller

011-852-2810-7205 or fc@chrb.com

FOR IMMEDIATE RELEASE

China Natural Resources Inc.

Agrees to Form New Joint Stock Limited Company in Hainan Province, China

HONG KONG, September 18, 2007, CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR), a company based in the People’s Republic of China, today announced that, on September 10, 2007, the Company, through an indirect wholly-owned subsidiary, Yunnan Feishang Mining Co., Ltd. (the “Yunnan Mining”), had entered into a founder shareholders agreement with Hainan Jindi Industrial Co., Ltd., a subsidiary of the Hainan Bureau of Geological Exploration and six other individual shareholders to establish, Hainan Nonferrous Metal Mining Co., Ltd. ( “Hainan Nonferrous Metal”), a joint stock limited company in Hainan Province, the PRC. The registered capital of Hainan Nonferrous Metal is to be RMB 68,000,000. Following funding of all capital contributions, which is expected to occur within 30 days, Yunnan Mining, itself and through a nominee, will become the single largest shareholder of Hainan Nonferrous Metal. Hainan Nonferrous Metal will be established to engage in the exploration and mining of nonferrous metal in Hainan Province and other regions in China.

Mr. Feilie Li, the Company’s Chairman and CEO commented “Hainan Province is rich in non-ferrous metal resources. By forming a strategic alliance with the Hainan Bureau of Geological Exploration, the new joint stock company will be given first priority to acquire exploration rights to various mines believed to contain molybdenum, copper, lead, zinc and gold as well as other resources owned by the Bureau. The acquisitions, if realized, will lay a strong foundation to support the future growth of the Company.”

This press release includes forward-looking statements within the meaning of federal securities laws.  These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements.  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 of the Company, 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 ore reserve estimates, 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 Securities and Exchange Commission