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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

————————

FORM 20-F

————————

(Mark One)

 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
   ACT OF 1934
OR
   
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
   OF 1934
For the fiscal year ended December 31, 2021
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
For the transition period from: _____________ to _____________
OR
 SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
Date of event requiring shell company report ___________

Commission file number: 0-26046

CHINA NATURAL RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

Room 2205, 22/F, West Tower, Shun Tak Centre,

168-200 Connaught Road Central, Sheung Wan, Hong Kong

(Address of principal executive offices)

Zhu Youyi, Chief Financial Officer

Room 2205, 22/F, West Tower, Shun Tak Centre,

168-200 Connaught Road Central, Sheung Wan, Hong Kong

01185228107205

zhuyouyi@chnr.net

(Name, telephone number, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered
Common Shares, without par value CHNR NasdaqC apital Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 40,948,082 common shares as of December 31, 2021.

 
 
 
 

Indicate by check mark if the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes   No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (•232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer    Accelerated Filer   
Non-Accelerated Filer    Emerging Growth Company   

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP    International Financial Reporting Standards as issued   Other 
    By the International Accounting Standards Board     

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17   Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   No

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 
 

TABLE OF CONTENTS

 

    Page
  PART 1  
     
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
     
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
     
ITEM 3. KEY INFORMATION
     
ITEM 4. INFORMATION ON THE COMPANY 26 
     
ITEM 4A. UNRESOLVED STAFF COMMENTS 41 
     
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 41 
     
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 51 
     
ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 60 
     
ITEM 8. FINANCIAL INFORMATION 63 
     
ITEM 9. THE OFFER AND LISTING 63 
     
ITEM 10. ADDITIONAL INFORMATION 64 
     
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 71 
     
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 71 
     
  PART II  
     
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 72 
     
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 72 
     
ITEM 15. CONTROLS AND PROCEDURES 72 
     
ITEM 16. [Reserved] 73 
     
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 73 
     
ITEM 16B. CODE OF ETHICS 73 
     
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 74 
     
ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR THE AUDIT COMMITTEE 74 
     
ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 74 
     
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 74 
     
ITEM 16G. CORPORATE GOVERNANCE 74 
     

 

i 
 

 

 

ITEM 16H. MINE SAFETY DISCLOSURE 74 
     
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 74 
     
  PART III  
     
ITEM 17. FINANCIAL STATEMENTS 75 
     
ITEM 18. FINANCIAL STATEMENTS 75 
     
ITEM 19. EXHIBITS 75 
     
SIGNATURES 77 

 

ii 
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CONVENTIONS

Unless otherwise specified, all references in this Annual Report to “U.S. Dollars,” “Dollars,” “US$,” or “$” are to United States dollars; all references to “HK$” are to Hong Kong dollars; and all references to “Renminbi,” “RMB” or “CNY” are to Chinese Yuan, which is the lawful currency of the People’s Republic of China. The accounts of the Company and its subsidiaries are maintained in Hong Kong dollars or Renminbi. The financial statements of the Company and its subsidiaries are prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars, and from Hong Kong dollars to U.S. Dollars, are for the convenience of the reader. Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or from U.S. Dollars to Renminbi have been made at the single rate of exchange (the “CNY Exchange Rate”) as quoted by www.ofx.com on December 31, 2021, which was US$1.00 = CNY6.3559. Translations from Hong Kong dollars to U.S. Dollars have been made at the official pegged exchange rate of US$1.00 = HK$7.80 as of December 31, 2021, and from Hong Kong dollars to Renminbi have been made at the single rate of exchange as quoted by www.ofx.com on December 31, 2021, which was HK$1.00 = CNY0.8151. The Renminbi is not freely convertible into foreign currencies and no representation is made that the Renminbi or U.S. Dollar amounts referred to herein could have been or could be converted into U.S. Dollars or Renminbi, as the case may be, at the CNY Exchange Rate or at all.

References to “Bayannaoer Mining” are to Bayannaoer City Feishang Mining Company Limited, a company organized in the PRC and a wholly owned subsidiary of Yangpu Shuanghu.

References to the “BVI” are to the British Virgin Islands.

References to “China Coal” are to China Coal Mining Investment Limited, a company organized in Hong Kong and a wholly owned subsidiary of CHNR.

References to the “Company,” “CHNR,” “we,” “us,” and “our company” are to China Natural Resources, Inc., a BVI company. Unless the context otherwise requires, references to the Company and/or CHNR include the operations of its subsidiaries.

References to “common shares” are to the common shares, without par value, of CHNR.

References to “Feishang Anthracite” and “FARL” are to Feishang Anthracite Resources Limited (formerly known as Wealthy Year Limited), a company organized in the BVI whose ordinary shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) on January 22, 2014; and, until January 22, 2014, a wholly owned subsidiary of CHNR.

References to “Feishang Dayun” are to Feishang Dayun Coal Mining Limited, a company organized in Hong Kong and a wholly owned subsidiary of Pineboom.

References to “Feishang Enterprise” are to Feishang Enterprise Group Co., Ltd., a company organized in the PRC that is our affiliate and is controlled by Mr. Li Feilie, the principal beneficial owner of the Company and its former Chairman and CEO.

References to “Feishang Group” are to Feishang Group Limited, CHNR’s principal shareholder and a company organized in the BVI that is ultimately controlled by Mr. Li Feilie.

References to “Feishang Management” are to Shenzhen Feishang Management and Consulting Co., Limited, a company organized in the PRC and a wholly owned subsidiary of Yunnan Mining.

References to “Feishang Mining” are to Feishang Mining Holdings Limited, a company organized in the BVI and, since February 3, 2006, a wholly owned subsidiary of CHNR.

References to “Feishang Yongfu” are to Feishang Yongfu Mining Limited, a company organized in Hong Kong and a wholly owned subsidiary of Newhold.

References to “FMH Services” are to FMH Corporate Services Inc., a company organized in Florida and a wholly owned subsidiary of CHNR. FMH Services is currently inactive.

iii 
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References to the “Group” are to the Company and its direct and indirect subsidiaries.

References to “HK” or “Hong Kong” are to Hong Kong Special Administrative Region.

References to “IFRS” or “IFRSs” are to International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

References to “Newhold” are to Newhold Investments Limited, a company organized in the BVI and a wholly owned subsidiary of CHNR.

References to “Pineboom” are to Pineboom Investments Limited, a company organized in the BVI and a wholly owned subsidiary of CHNR.

References to the “PRC” or “China” are to the People’s Republic of China and, solely for the purpose of this Annual Report, excluding Hong Kong, Macao, and Taiwan.

References to “PST Technology” are to Precise Space-Time Technology Limited, a Hong Kong company and a wholly owned subsidiary of CHNR.

References to the “Related-Party Debtholders” are to the companies affiliated with Mr. Li Feilie, CHNR’s principal beneficial owner, including without limitation, Feishang Enterprise and Feishang Group.

References to “Shanghai Onway” are to Shanghai Onway Environmental Development Co., Limited, a company organized in the PRC and a 51%-owned subsidiary of Shenzhen Qianhai.

References to “Shaoguan Angrui” are to Shaoguan Angrui Environmental Technology Development Co., Limited, a company organized in the PRC and a 55%-owned subsidiary of Shanghai Onway.

References to “shareholders” of CHNR are to the members of the Company. “Members” under BVI law are the equivalent of “shareholders” under the laws of the several states of the United States.

References to “Shenzhen New PST” are to Shenzhen New Precise Space-Time Technology Co., Limited, a company organized in the PRC and a wholly owned subsidiary of PST Technology.

References to “Shenzhen Qianhai” are to Shenzhen Qianhai Feishang Environmental Investment Co., Limited, a company organized in the PRC and a wholly owned subsidiary of Shenzhen New PST.

References to “Silver Moon” are to Silver Moon Technologies Limited, a company organized in the BVI and an 80%-owned subsidiary of CHNR. Silver Moon is currently inactive.

References to “Sunwide” are to Sunwide Capital Limited, a company organized in the BVI and a wholly owned subsidiary of CHNR. Sunwide is currently inactive.

References to “Yangpu Shuanghu” are to Yangpu Shuanghu Industrial Development Co., Limited, a company organized in the PRC and a wholly owned subsidiary of Feishang Yongfu.

References to “Yunnan Mining” are to Yunnan Feishang Mining Co., Limited, a company organized in the PRC and a wholly owned subsidiary of Yangpu Shuanghu.

References to “Zhejiang Xinyu” are to Zhejiang Xinyu Environmental Technology Co., Limited, a company organized in the PRC and a wholly owned subsidiary of Shanghai Onway.

iv 
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Forward-Looking Statements

This Annual Report contains statements that constitute forward-looking statements within the meaning of the U.S. federal securities laws. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements. These statements appear in a number of places in this Annual Report and include, without limitation, statements regarding the belief and current expectations of the Company, its directors or its officers with respect to the Company’s policies regarding its business development, investments, dispositions, financings, conflicts of interest and other matters, and trends affecting the Company’s financial condition or results of operations. 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 our actual results to differ from our forward-looking statements are:

uncertainties regarding the governmental, economic and political circumstances in the PRC;
the impact on the Company’s financial position, growth potential and business of an investment in the wastewater treatment sector of the PRC generally and in PST Technology and Shanghai Onway specifically;
the experience, supply chain and customer relationships and market insights of the PST Technology team, the growth potential of the wastewater treatment and environmental protection industries in the PRC;
our ability to successfully integrate the operations of PST Technology and realize the expected benefits of its acquisition;
possible downturns in the PRC wastewater treatment industry or other sectors that the Company may invest in;
uncertainties related to the Company’s ability to identify potential partners or acquisition targets as it considers strategic alternatives, including in the healthcare and other non-natural resources sectors;
uncertainties associated with metal price volatility;
uncertainties concerning the viability of mining and estimates of reserves at the Company’s Wulatehouqi Moruogu Tong Mine (the “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 related to geopolitical events and conflicts, such as the conflict between Russia and Ukraine;
uncertainties regarding the impact of the novel coronavirus 2019 (“COVID-19”) pandemic on domestic PRC and global economic conditions, demand for the mineral reserves that we may locate or extract, our workforce, whether due to illness or restrictions on movement, and on the price of our common shares;
uncertainties regarding our ability to successfully operate and compete within the wastewater treatment industry in the PRC;
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 the political situation between the PRC and the United States, the implementation by the Securities and Exchange Commission (the “SEC”) of more stringent disclosure and/or other requirements for companies located in the PRC, potential negative impacts on companies with operations in the PRC that are listed on exchanges in the United States, and increasing regulation by PRC government agencies of companies located in the PRC but listed elsewhere; and
v 
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other risks detailed from time to time in the Company’s filings with the SEC, including without limitation the information set forth in Item 3.D. of this Annual Report under the heading “Risk Factors.”

With respect to forward-looking statements that include a statement of underlying assumptions or bases, the Company cautions that, while it believes such assumptions or bases to be reasonable and has formed them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material depending on the circumstances. 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.

 

Market and Industry Data

This Annual Report includes market, economic, and industry data as well as certain statistics and information relating to our business, markets, and other industry data, which we obtained or extrapolated from industry publications, generated through internal estimates, our review and analysis of market conditions, surveys, customer feedback, and reports provided by various statistics providers, market research organizations, and others. While we believe that such data is reliable, we have not independently verified such data and cannot guarantee the accuracy or completeness thereof. Additionally, we cannot assure you that any of the assumptions underlying these statements are accurate or correctly reflect our position in the industry, and not all of our internal estimates have been verified by any independent sources. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze, or compute market data would obtain the same results.

 

 

vi 
Table of Contents 

PART I

 

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

 

Not applicable.

 

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3.KEY INFORMATION

 

A.[Reserved]
B.Capitalization and Indebtedness

Not applicable.

C.Reasons for the Offer and Use of Proceeds

Not applicable.

D.Risk Factors

We are not a Chinese operating company but a BVI holding company with operations conducted by our subsidiaries established in the PRC and Hong Kong, and which owns equity interests, directly or indirectly, of the operating subsidiaries. See “Item 4.C. INFORMATION ON THE COMPANY – Organizational Structure” for further information regarding our subsidiaries’ names, places of incorporation, and equity ownership. We are subject to legal and operational risks associated with being based in the PRC and Hong Kong and having all of our operations in the PRC, discussed in greater detail below. The Chinese government may intervene or influence the operation of our Hong Kong subsidiaries and PRC subsidiaries and exercise significant oversight and discretion over the conduct of their business and may intervene in or influence their operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of our common shares. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 

An investment in our common shares involves a high degree of risk and should be considered speculative. You should carefully consider the following risks set out below and other information before investing in our common shares. If any event arising from these risks occurs, our business, prospects, financial condition, results of operations or cash flows could be adversely affected, the trading price of our common shares could decline and all or part of your investment may be lost.

Risk Factor Summary

Risks Relating to Our Acquisition of PST Technology

We incurred substantial costs in our recent acquisition of PST Technology, and our future investments and integration costs in connection with the acquisition may prove higher than we anticipate.
The integration of PST Technology may create strains on our management and operational resources, disrupt our business and adversely affect our operating results.
Our business will be impacted by risks applicable to PST Technology and Shanghai Onway.

 

Risks Relating to Our Rural Wastewater Treatment Activities in the PRC

Risks associated with the collection, treatment and disposal of wastewater may impose significant costs and liabilities.
We could incur significant costs for violations of applicable environmental laws and regulations, and new environmental regulations could result in higher operating costs in the future.
We are subject to risks associated with operating cost inflation and potential cost overruns.
Supply chain issues, including shortages of equipment and construction supplies, could increase our costs or cause delays in our ability to complete projects.
Our results of operations could be adversely affected by labor shortages, turnover and labor cost increases.
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Failure to maintain safe work sites could result in significant losses, which could materially affect our business and reputation.
The rural wastewater treatment industry is highly dependent upon the policies of the PRC government, and any unforeseen changes in future government policies could adversely affect our operations.
In the PRC, the environmental protection industry is fragmented and highly competitive, and there is no assurance that we will be able to compete successfully, especially if significant technological breakthroughs occur.
Tight local government budgets and delayed payments has in the past and may in the future adversely affect our cash flows.

 

Risks Relating to Our Mine Exploration Activities in Inner Mongolia

The Moruogu Tong Mine is in the exploration stage.
The northern part of Moruogu Tong Mine is currently being explored under an agreement that reduces our share in any future profits.
Any estimates of the reserves contained in the Moruogu Tong Mine may be inaccurate.
There are no assurances that we can produce minerals on a commercially viable basis.
Volatility in the market prices of metals may adversely affect the results of our operations.
We are subject to government regulations in various aspects of our exploration activities and our failure to comply with applicable government regulations could adversely affect us.
We do not have binding agreements with customers to purchase any future output of metals.

 

Risks Relating to Additional Acquisitions and Expansion into Other Sectors

We may acquire other businesses or form joint ventures that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
Future acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of management, and could disrupt our business, dilute stockholder value and adversely affect our business, results of operations, and financial condition.
We may become subject to additional extensive and evolving regulatory requirements, noncompliance with which, or changes in which, may materially and adversely affect our business and prospects.

 

Risks Relating to Our Financial Condition and Business

We have incurred losses from operations in each of the preceding three fiscal years and there is no assurance that we will generate profits from operations in the future.
We currently generate revenues from water treatment operations and have ceased our trading of copper ore. We will continue to incur operating expenses in connection with our exploratory activities and wastewater treatment operations.

 

Risks Relating to Our PRC Operations and Doing Business in the PRC

Changes in China’s economic, political or social conditions or government policies could adversely affect our business and operations, and uncertainties with respect to the PRC legal system could adversely affect us.
PRC laws and regulations governing our current business operations are sometimes vague and uncertain.
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries.
Inflation in the PRC, or a slowing PRC economy, could negatively affect our profitability and growth.
Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us.
Governmental control of currency conversion may affect payment of any dividends or foreign currency denominated obligations, and the value of your investment.
The Public Company Accounting Oversight Board (“PCAOB”) is currently unable to inspect our auditor in relation to their audit work; our common shares will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act (“HFCAA”) in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or 2023 if proposed changes to the law are enacted.
It may be difficult for overseas regulators to conduct investigations or collect evidence within China.
If we fail to protect our intellectual property rights, it could harm our business and competitive position.
PRC regulations establish complex procedures for some acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
The approval of and/or filing with the China Securities Regulatory Commission (“CSRC”) or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.
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Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
Failure to make adequate contributions to mandatory social security plans as required by PRC laws may subject us to penalties.
Enforcement of stricter labor laws and regulations may increase our labor costs.
If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

 

Risks Relating to Foreign Private Issuer Status

Because our assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on the U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in the PRC.
Our status as a “foreign private issuer” results in less information being available about us.
Due to our status as a “foreign private issuer,” we have adopted IFRS accounting principles, which are different from accounting principles under U.S. generally accepted accounting principles (“U.S. GAAP”).
As a “foreign private issuer” we are not subject to certain requirements that other Nasdaq-listed issuers are required to comply with, some of which are designed to provide information to and protect investors.

 

Risks Relating to Our Common Shares

You may experience dilution to the extent that our common shares are issued upon the exercise of outstanding warrants or other securities that we may issue in the future.
Our principal beneficial owner and his affiliates control us through their stock ownership; and their interests may differ from those of other shareholders.
The rights of our shareholders are governed by BVI law, which may not be as favorable to shareholders as U.S. law, and our directors may take actions with which you disagree without first receiving shareholder approval.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. shareholders.

 

Risks Relating to the Ongoing COVID-19 Pandemic

COVID-19 has disrupted our operations, may further disrupt our operations or adversely affect our operations and financial position in the future, and may exacerbate the various other Risk Factors that we face.

 

Risks Relating to Our Acquisition of PST Technology

We incurred substantial costs in our recent acquisition of PST Technology, and our future investments and integration costs in connection with the acquisition may prove higher than we anticipate. As a result, we may not realize the expected benefits as and when anticipated or at all.

In July 2021, we acquired PST Technology for consideration of three million of the Company’s newly issued restricted common shares, 120 million shares of FARL, and approximately CNY10.3 million (US$1.6 million). Through our acquisition of PST Technology, we obtained a 51% equity interest in Shanghai Onway, a company principally engaged in services related to rural wastewater treatment. In addition to the purchase price, we incurred significant non-recurring expenses in connection with the acquisition, including legal, accounting, financial advisory, integration planning and other expenses, and have incurred and expect to continue to incur integration costs arising out of this transaction.

The synergies expected to arise from the acquisition across a number of areas, including operations and realizing efficiencies in the supply chain, customer relationships and community relationships, may not be achieved in the near term or at all, and if achieved, may not be sufficient to offset the costs associated with the acquisition. The acquisition and integration of PST Technology may also result in material unanticipated expenses and liabilities, and we may record impairment charges in connection therewith if the anticipated benefits of the acquisition fail to realize. If we fail to realize the expected benefits of the acquisition or incur additional unanticipated costs, our business, results of operations and financial condition could be adversely affected.

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The integration of PST Technology may create strains on our management and operational resources, disrupt our business and adversely affect our operating results.

Challenges associated with the integration of PST Technology include the following:

assimilating accounting, management, information, human resource and other administrative systems;
integrating and retaining key employees; and
maintaining internal controls, procedures and policies at standards appropriate for a public company.

We expect that our acquisition of PST Technology will continue to require significant attention and resources from our management team and workforce, including our operations, accounting, and human resource units. Devoting management’s resources to the integration of PST Technology means that these resources will be redeployed to varying degrees from other activities, which may have an adverse impact on our financial condition or results of operations. For example, to the extent our management is involved in integrating PST Technology, they may be unable to devote sufficient time to developing and scaling Shanghai Onway’s operations, overseeing future mine exploration activities or seeking opportunities to enter the healthcare or other sectors in the PRC. Further, any difficulties that management faces in assimilating or integrating the internal controls, technologies, accounting systems, personnel or operations of PST Technology could adversely affect our operating results.

Our business will be impacted by risks applicable to PST Technology and its majority-owned subsidiary, Shanghai Onway.

The results of PST Technology are consolidated with ours, on a pooling of interest accounting basis, our results are subject to risks and uncertainties affecting its business and that of Shanghai Onway, as outlined elsewhere in these Risk Factors. In our review of PST Technology in connection with the acquisition, we may have failed to identify or fully prepare for all of the problems, liabilities or other shortcomings or challenges facing its business, including issues related to compliance with environmental regulations, information security practices and employment practices. To the extent unexpected liabilities arise, our recourse will be limited and our remedies may not be adequate to offset such liabilities. As a result, any such liabilities could have a material adverse effect on us.

Risks Relating to Our Rural Wastewater Treatment Activities in the PRC

Risks associated with the collection, treatment and disposal of wastewater may impose significant costs and liabilities.

The wastewater collection, treatment and disposal operations of Shanghai Onway’s subsidiary, Shaoguan Angrui, involve various unique risks. If collection or treatment systems fail, overflow, or do not operate properly, untreated wastewater or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to aquatic life and economic damages. This risk is most acute during periods of substantial rainfall or flooding, which are common causes of sewer overflow and system failure. Our wastewater systems may also be vulnerable to disability or failure as a result of physical or cyber-attacks, acts of war or terrorism, vandalism or other causes. Liabilities resulting from such damages, injuries or system failures could materially and adversely affect our results of operations and financial condition.

We could incur significant costs for violations of applicable environmental laws and regulations, and new environmental regulations could result in higher operating costs in the future.

Our wastewater treatment services are governed by various national and local environmental protection, health and safety laws and regulations concerning, among other things, discharge standards, the design, manufacturing and installation of small-scale domestic wastewater treatment equipment and the operation and maintenance of collection systems and treatment facilities. If we violate any applicable environmental laws and regulations, we could be subject to substantial fines or otherwise sanctioned, and we may be required to incur significant expenses to remediate any such violation. Additionally, environmental health and safety laws are complex and change frequently, and the introduction of any new or stricter standards could increase our operating costs or materially adversely impact our ability to continue operations.

 

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We are subject to risks associated with inflation and potential cost overruns. If we are unable to accurately estimate our project costs, our profitability could suffer.

The engineering, procurement and construction (“EPC”) activities of Shanghai Onway subject us to risks associated with cost overruns. Our EPC projects related to rural wastewater treatment are largely carried out on a fixed-price basis according to a predetermined timetable. Under such fixed-price contracts, we retain all cost savings on completed contracts but are also liable for the full amount of all cost overruns. The pricing of fixed-price contracts is crucial to our profitability, as is our ability to quantify risks to be borne by us and to provide for contingencies in the contract accordingly. If our estimates prove inaccurate or if circumstances change due to, among other things, unanticipated conditions or technical problems, difficulties in obtaining permits or approvals, changes in local laws or labor conditions, inclement or hazardous weather conditions, changes in cost of equipment or materials or our suppliers’ or subcontractors’ inability to perform, then cost overruns and delays in performance are likely to occur. We may not be able to obtain compensation for additional work performed or expenses incurred or may be delayed in receiving necessary approvals or payments. If we were to significantly underestimate the costs on one or more significant contracts, the resulting losses could have a material adverse effect on our business, operating results, cash flows or financial condition.

 

Supply chain issues, including shortages of equipment and construction supplies, could increase our costs or cause delays in our ability to complete our EPC projects, which could have an adverse impact on our business and our relationships with customers.

We rely on our supply chain for equipment and construction supplies in order to complete our EPC projects. A reduction or interruption in supply, including disruptions due to the COVID-19 pandemic, a significant natural disaster, shortages in global freight capacity, significant increases in the price of critical components and raw materials, a failure to appropriately forecast or adjust our requirements based on our business needs, or volatility in demand for our services could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships. In the event of supply disruptions from suppliers or subcontractors, we may not be able to diversify our resources for such materials or services in a timely manner or may experience quality issues with alternate sources. Our growth and ability to meet demand depend in large part on our ability to obtain timely deliveries of raw materials, plant components and equipment from our suppliers, and significant disruptions in their supply could materially adversely affect our business, operating results, and financial condition and could damage customer relationships.

Our results of operations could be adversely affected by labor shortages, turnover and labor cost increases.

Labor is crucial to the EPC component of our rural wastewater treatment business. A number of factors may adversely affect the labor force available or increase labor costs from time to time, including high employment levels and government regulations. A sustained labor shortage or increased turnover rates within our employee base, whether caused by COVID-19 or general macroeconomic factors, could lead to increased costs, such as increased wage rates to attract and retain employees, and could negatively affect our ability to complete our EPC projects according to the required schedule or otherwise efficiently operate our business. If we are unable to hire and retain employees capable of performing at a high level, our business could be adversely affected. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity or cash flows.

Failure to maintain safe work sites could result in significant losses, which could materially affect our business and reputation.

Because our employees are often in close proximity with mechanized equipment, moving vehicles and dangerous manufacturing processes, our EPC work sites are potentially dangerous workplaces. Therefore, safety is critical to our performance. We are often responsible for safety on the project sites where we work. Unsafe work conditions also can increase employee turnover, which increases project costs and our overall operating costs. If we fail to implement effective safety procedures, our employees could be injured, the completion of a project could be delayed or we could be exposed to investigations and possible litigation. Our failure to maintain adequate safety standards through our safety programs could also result in reduced profitability or the loss of EPC projects or customers.

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The rural wastewater treatment industry is highly dependent upon the policies of the PRC government, and any unforeseen changes in future government policies could adversely affect our operations.

The rural wastewater treatment industry, and the environmental protection industry in general, are highly dependent upon the national policies of the PRC. The PRC government encourages the development of the environmental protection industry in three main ways: (i) subsidies; (ii) direct participation in environmental protection investment and operations; and (iii) forcing enterprises to increase investment in environmental pollution prevention and controls through legislation and law enforcement. Therefore, demand in the environmental protection industry is largely driven by government policies, and any unforeseen changes in future government policies could considerably alter the market dynamics of the industry and adversely affect our operations.

In the PRC, the environmental protection industry is fragmented and highly competitive, and there is no assurance that we will be able to compete successfully, especially if significant technological breakthroughs occur.

In recent years, the PRC environmental protection industry has grown quickly. The larger market has also attracted a large number of new participants, which has resulted in increasingly intense market competition. Our competitors in the rural wastewater treatment sector include both large environmental protection groups and regional small and medium-sized private enterprises. New technologies may be developed by these competitors or others at any time. In addition, environmental protection engineering and operation projects have certain regional entry barriers, as the natural conditions, composition of wastewater and discharge standards in each region are usually different. When certain regions already have established wastewater treatment systems built by existing service providers, there will be little space for new competitors to enter. This means there are considerable barriers to securing orders across regions if and when Shanghai Onway expands beyond its current operations in Zhejiang province, Jiangsu province, Shanghai and Guangdong province. There is no assurance that we will be able to compete successfully, which may adversely affect our results of operations.

Tight local government budgets and delayed payments have in the past and may in the future adversely affect our cash flows.

The PRC government has recently attached great importance to environmental protection, which has led to an increasing number of environmental protection projects funded by local governments. The rapid growth of the number of projects funded by local governments could financially pressure local governments, and impact their ability or inclination to pay for environmental protection projects in a timely manner, or at all. We have in the past and may in the future had delays in payments from our clients and had to write off receivables, which has and may adversely affect our cash flows.

Risks Relating to Our Mine Exploration Activities in Inner Mongolia

The Moruogu Tong Mine is in the exploration stage and we may not generate revenues from our mining-related activities for the foreseeable future.

One of our operating subsidiaries, Bayannaoer Mining, is in the exploration stage at the Moruogu Tong Mine located in the Inner Mongolia Autonomous Region of the PRC, and, at this stage, we cannot predict whether ore can be mined on a profitable basis. During the exploration stage, a mine incurs operating expenses but does not generate revenues. We intend to fund mine exploration on the southern part of Moruogu Tong Mine through borrowings from related parties or cash on hand. Pursuant to Bayannaoer Mining’s mutual cooperation agreement (the “Cooperation Agreement”) with Bayannaoer Jijincheng Mining Co., Ltd. (“Jijincheng Mining”), Jijincheng Mining is currently running the exploration program for the northern part of Moruogu Tong Mine. To date, the exploration program of the northern part has indicated the presence of lead and silver, with the prospect that further surveying and exploration may indicate the presence of other ores such as copper. However, Jijincheng Mining may terminate the Cooperation Agreement if no resources are discovered in three consecutive drilling holes or in 50% of the drilling holes, in which case we may be unable to find a suitable replacement partner or source of funds. Accordingly, as of the date of this Annual Report, Jijincheng Mining may terminate the Cooperation Agreement. At this stage of exploratory activities, we cannot predict whether sufficient ore of acceptable quality will be found at the Moruogu Tong Mine to warrant further exploration and/or extraction.

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The Moruogu Tong Mine is currently being explored under an agreement that effectively reduces our share in any future profits from mineral extraction at the mine.

On August 20, 2017, Bayannaoer Mining entered into the Cooperation Agreement with Jijincheng Mining, an unrelated third party. The Cooperation Agreement is intended to provide for financial support for the operating expenses of the northern part of Moruogu Tong Mine during the exploration stage, and the allocation of rights and responsibilities between Bayannaoer Mining and Jijincheng Mining. According to the Cooperation Agreement, Jijincheng Mining is responsible for engaging the exploration team and providing the required funding. Pursuant to the Cooperation Agreement: (i) Bayannaoer Mining contributed the existing exploration results for the northern part of Moruogu Tong Mine; (ii) Jijincheng Mining provides the necessary funds for further exploration at the mine; (iii) Bayannaoer Mining enjoys full rights to any resources already discovered and confirmed by its independent exploration work conducted prior to commencement of the cooperative exploration project; (iv) Bayannaoer Mining and Jijincheng Mining will each receive a 50% interest in any newly discovered resources from the first 10 drilling holes in the cooperative exploration project; and (v) Bayannaoer Mining and Jijincheng Mining will receive 30% and 70% interests, respectively, in any newly discovered resources from drilling work beyond the first 10 drilling holes in the cooperative exploration project. As of the date of this Annual Report, 21 holes have been drilled using funding provided by Jijincheng Mining pursuant to the Cooperation Agreement. Other details of the Cooperation Agreement, including allocations and distributions upon completion of exploration work, remain to be negotiated between the parties. There is no assurance that the details of the arrangement that remain to be negotiated will be resolved in a manner satisfactory to the Company. Moreover, because the Cooperation Agreement provides us with a minority interest in the resources discovered as part of the cooperative exploration project, we will not be able to enjoy the full economic benefits of the resources we discover in the northern part of Moruogu Tong Mine for the duration of the Cooperation Agreement.

Any estimates of the reserves contained in the Moruogu Tong Mine may be based upon protocols not generally recognized in the United States and the various assumptions underlying our estimates may be inaccurate.

The Moruogu Tong Mine is the subject of a geological survey prepared in conformity with procedures and protocols recognized in the PRC. These procedures and protocols are different from those generally recognized in the United States. In addition, reserve estimation is an interpretive process based upon available data and various assumptions that are believed to be reasonable, and the economic value of ore reserves may be adversely affected by price fluctuations in the metals markets, reduced recovery rates or a rise in production costs as a result of inflation or other technical problems arising in the course of extraction. If the assumptions upon which we conduct the reserve study prove to be inaccurate, we may reach incorrect conclusions as to the nature and extent of resources present at the Moruogu Tong Mine, and we may not be able to generate revenues from the Moruogu Tong Mine in an amount that would lead to such activities being profitable or at all.

There are no assurances that we can produce minerals on a commercially viable basis.

The Company’s ability to generate revenue and profit from the Moruogu Tong Mine is expected to occur, if at all, through the exploration, evaluation, development and operation of that property. The economic feasibility of a project depends on numerous factors, including the cost of mining and production facilities required to extract the desired minerals, the total mineral deposits that can be mined at a given facility, the proximity of the mineral deposits to refining facilities, and the market price of the minerals at the time of sale. There is no assurance that our current or future exploration programs or any acquisitions will result in the identification of deposits that can be mined profitably.

Volatility in the market prices of metals may adversely affect the results of our operations.

The market prices of lead, silver and other metals have experienced significant volatility in recent years. Market prices depend upon many factors beyond our control, which include industry specific factors such as supply and demand and the level of customer inventories, as well as factors such as local and world-wide general economic conditions and disruptions caused by unforeseen domestic or international crises such as the global outbreak of COVID-19, or geopolitical tensions, including the ongoing military conflict between Russia and Ukraine. The uncertainties surrounding the market prices of metals and the costs of extraction may adversely affect our ability to operate on a profitable basis if our mining exploration proves fruitful.

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In 2020, metal prices were hit hard by the outbreak of the COVID-19 pandemic. During 2021, major economies were all on track for recovery and achieved different levels of economic growth. This, combined with massive quantitative easing, led to a strong and even overheated commodity market worldwide. The above resulted in high volatility in the market prices of lead, silver and copper. See “Item 4.B. INFORMATION ON THE COMPANY – Business Overview – Lead, Silver and Copper Industry and Market” for information on the historical prices in 2021 and prior years. In 2021, the Shanghai Futures Exchange (“SHFE”) lead price hit a low of CNY14,055 (US$2,211) per ton and a high of CNY16,420 (US$2,583) per ton, the SHFE silver price reached a low of CNY4,588 (US$ 722) per kilogram (“kg”) and a high of CNY6,085 (US$957) per kg, and the SHFE copper price hit a low of CNY56,860 (US$8,944) per ton and a high of CNY78,270 (US$12,312) per ton, each reflecting high volatility. The extent to which demand and prices will be supported in the future is highly uncertain, as the impact of the ongoing COVID-19 pandemic continues to cause disruptions to the global economy and to business activities at all levels, and there remains uncertainty on how soon the COVID-19 pandemic will be controlled globally and global economic activities rebound to pre-COVID-19 pandemic levels, if ever. Any widespread resurgence of COVID-19 or other pandemics, or further geopolitical tensions, could significantly and adversely impact market sentiment and the broader economy. Monetary policies of major economies will also have significant impacts on the commodity markets. Therefore, demand and price volatility in the commodity markets may continue for a prolonged period or further deteriorate, which may adversely affect our ability to sell minerals from the Moruogu Tong Mine on a profitable basis.

We are subject to government regulations in various aspects of our exploration activities and our failure to comply with applicable government regulations could adversely affect us.

Bayannaoer Mining, our subsidiary that acquired exploration rights to the Moruogu Tong Mine, is and will continue to be subject to the regulations of various aspects of its operations by a variety of laws, rules and regulations administered by the national and local Chinese government, including laws, rules and regulations relating to: exploration activities; environmental protection; the use and preservation of dangerous substances; employment practices; as well as land use laws and a variety of local business laws and rules. Our failure to comply with applicable laws, rules, and regulations could adversely affect our operations and subject us to fines and other penalties including suspension or termination of our business permits.

We do not have binding agreements with customers to purchase any future output of metals.

While we believe there is a robust market for lead, silver and other metals not only in China but also in other countries (although our operations are currently limited to the PRC and we are not currently producing any metals), we do not currently have any commitments from any customers to purchase any future output of metals. As a result, we may not be able to sell any metals that we are able to successfully extract at prices that are acceptable to us or at all.

Risks Relating to Additional Acquisitions and Expansion into Other Sectors

We may acquire other businesses or form joint ventures that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

We are actively seeking opportunities to enter the healthcare industry in the PRC, as well as other potentially attractive opportunities; however, we cannot offer any assurance that acquisitions of businesses, assets and/or entering into strategic alliances or joint ventures will be successful. We may not be able to find suitable partners or acquisition candidates and may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing infrastructure. In addition, in the event we acquire any existing businesses we could assume unknown or contingent liabilities.

Any future acquisitions could result in incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a negative impact on our cash flows, financial condition and results of operations. Integration of an acquired company may also disrupt ongoing operations and require management resources that otherwise would be focused on developing and expanding the acquired business. We may experience losses related to potential investments in other companies, which could harm our financial condition and results of operations. Further, we may not realize the anticipated benefits of any acquisition, strategic alliance or joint venture if such investments do not materialize.

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To finance any acquisitions or joint ventures, we may choose to issue common shares, or a combination of debt and equity as consideration, which could significantly dilute the ownership of our existing shareholders or provide rights to such target shareholders in priority over our common shareholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common shares is low or volatile, we may not be able to acquire other companies or fund a joint venture project using stock as consideration.

Future acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of management, and could disrupt our business, dilute stockholder value and adversely affect our business, results of operations, and financial condition.

As part of our growth strategy, we may acquire or invest in other businesses, assets or technologies that are outside of the sectors we have historically operated in but fit within our strategic goals. Any acquisition or investment may divert the attention of management and require us to use significant amounts of cash, issue dilutive equity securities or incur debt. We have limited experience in acquiring other businesses. In addition, we may be exposed to unknown risks, any of which could adversely affect our business, results of operations, and financial condition, including risks arising from:

difficulties in integrating the operations, technologies, product or service offerings, administrative systems, and personnel of acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate;
potential loss of key employees of the acquired business;
inability to maintain key business relationships and reputation of the acquired business;
litigation arising from the acquisition or the activities of the acquired business, including claims from terminated employees, customers, former stockholders or other third parties;
assumption of contractual obligations that contain terms that are not beneficial to us, require us to license, or increase our risk of liability;
complications in the integration of acquired businesses or diminished prospects, including as a result of the impacts of the COVID-19 pandemic and its global economic effects;
failure to generate the expected financial results related to an acquisition in a timely manner or at all;
failure to accurately forecast the impact of an acquisition transaction; and
implementation or remediation of effective controls, procedures, and policies for acquired businesses.

These risks may also arise in connection with our recently acquired subsidiary, PST Technology, and its subsidiaries.

Because a majority of our management’s prior business experience has been limited to industries outside of the healthcare space, they may lack the necessary experience to assess a business combination with a target business in that industry.

A significant portion of our management’s prior business experience has been limited to industries outside the healthcare space. As we explore opportunities in new industries, we have been considering opportunities in the healthcare sector. Mr. Zou Yu and Dr. Peng Wenlie are the only members of our management who have experience in the healthcare sector, and we are reliant on their expertise for finding an attractive business combination or joint venture. If we locate an attractive business combination that is unrelated to the industries our management has worked with, our management may not have the necessary experience to adequately assess the merits or risks of the industries or segments in which the business operates. In addition, our management may not have the necessary experience to operate such acquired business successfully.

 

We may become subject to additional extensive and evolving regulatory requirements, noncompliance with which, or changes in which, may materially and adversely affect our business and prospects.

Due to the complex nature of the healthcare business, we may become subject to the legal and regulatory requirements of multiple industries in the PRC if we combine with or acquire a company, acquire assets and/or enter into strategic alliances or joint ventures in the PRC in such industries. These industries primarily include the pharmacy, healthcare, and pharmaceutical and healthcare retail products industries. Various regulatory authorities in the PRC are empowered to promulgate and implement regulations governing broad aspects of these industries. Any violation of the relevant laws, rules and regulations may result in harsh penalties and, under certain circumstances, lead to criminal prosecution.

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The regulations relating to healthcare sector in the PRC are evolving, and their interpretation and potential enforcement present significant uncertainty. As a result, under certain circumstances, it may be difficult to determine what actions or omissions would be deemed to be in violation of the applicable laws and regulations. These uncertainties entail risks that may materially and adversely affect our business prospects. Due to the uncertainty and complexity of the regulatory environment, we cannot assure you that future laws and regulations would not render any operations that we engage in noncompliant or that we will always be in full compliance with applicable laws and regulations. Compliance with future laws and regulations may require us to change our business model and practices at an undeterminable and possibly significant financial cost. These additional monetary expenditures may increase future overhead, which may, in turn, have a material adverse effect on our business, financial condition and results of operations.

The manufacturing and sale of pharmaceutical and healthcare products in China are each subject to extensive and evolving government regulations and supervision. If we enter these industries, any unfavorable regulatory changes in these industries may also increase our compliance burden and materially and adversely affect our business, profitability and prospects. Certain other laws, rules and regulations may affect the pricing of, demand for and sales of pharmaceutical and healthcare products (such as those laws relating to the procurement, prescription and dispensing of drugs by hospitals, other medical institutions and retail pharmacies), government funding for private healthcare and medical services, and the inclusion of products in the drugs catalogs for national basic medical insurance, on-the-job injury insurance and maternity insurance jointly promulgated by the National Healthcare Security Administration and the Ministry of Human Resources and Social Security of the PRC.

Furthermore, the introduction of new services and products, or the entry into other sectors, may require us to comply with additional, yet undetermined, laws and regulations. Compliance may require obtaining appropriate permits, licenses or certificates as well as expending additional resources to monitor developments in the relevant regulatory environment. Failure to adequately comply with these additional laws and regulations may delay, or possibly prevent, some of our products or services from being offered, which may have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Financial Condition and Business

We have incurred losses from operations in each of the preceding three fiscal years of 2019, 2020 and 2021 and there is no assurance that we will generate profits from operations in the future.

For the three years ended December 31, 2019, 2020 and 2021, we incurred operating losses of CNY4.26 million, CNY14.71 million, and CNY 23.73 million (US$3.73 million), respectively. Our operating losses mainly represent administrative expenses such as legal and professional fees, as well as our cost of sales and estimated uncollectible receivables. Any future profitability will be dependent upon many factors, including our successful integration and profitable operations of the newly acquired rural wastewater treatment business; our ability to fund our exploration and operating expenses, successfully produce metal outputs, and sell our production output to third parties; and the successful execution of our plans to pivot to another industry such as healthcare. Other factors, such as uncertainty over the demand and market price for lead, silver and other metals, or the availability of attractive acquisition targets in other industries, are outside of our control. There is no assurance that we will be successful in our efforts to achieve profitability, and we expect to incur significant losses for the foreseeable future. We can provide no assurance to investors that we will achieve profitable operations in the future.

We will have to fund operating expenses from other sources until we are able to generate sufficient revenue to pay them.

We have ceased our trading of copper ore, which was our sole revenue generating activity prior to the acquisition of PST Technology, which generated losses from operations over each of the past three fiscal years, and we have generated revenues from our current operations in recent periods. We will continue to incur operating expenses in connection with our exploratory activities and wastewater treatment operations, and we intend to fund those expenses with the proceeds of loans from our Related-Party Debtholders, if available, payments pursuant to the Cooperation Agreement and, to the extent deemed necessary and available, further bank borrowings. We may incur substantial expenses in connection with developing our current operations or identifying an additional focus for our business. There is no assurance that we will be able to secure amounts sufficient to fund our operating expenses until such time as we are able to generate revenues sufficient to pay those expenses.

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The loss of key personnel could affect our business and prospects.

We believe that our future success depends in part upon our ability to attract, retain and motivate qualified personnel necessary for the development of our business. If one or more members of our management team or other key technical personnel become unable or unwilling to continue in their present positions, and if additional key personnel cannot be hired and retained as needed, our business and prospects for growth could be adversely affected. Additionally, the impact of our acquisition of PST Technology depends heavily upon the continued service of the key personnel of Shanghai Onway, particularly as our management has limited experience in the wastewater treatment and environmental protection industries. We compete for qualified personnel with other wastewater treatment companies, and we face competition in attracting skilled personnel and retaining the members of our senior management team. These personnel possess technical and business capabilities, including expertise relevant to the wastewater treatment market, which are difficult to replace. There is intense competition for experienced senior management with technical and industry expertise in the wastewater treatment industry, and we may not be able to retain our key personnel. Intense competition for these personnel could cause our compensation costs to increase, which could have a material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on the continued service of these individuals and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals.

Any failure to maintain effective internal controls could have an adverse effect on our business, results of operations and the market price of our shares.

The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act (“SOX”), adopted rules requiring most public companies to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, if we become an accelerated or large accelerated filer, as defined in the SEC’s rules, we will be required to provide an annual attestation from an independent registered public accounting firm on management’s assessment of the effectiveness of the Company’s internal control over financial reporting.

Our management has concluded that our internal control over financial reporting as of December 31, 2021, was effective. However, we cannot assure you that our management will not identify material weaknesses in the future, or our independent public registered accounting firm will not identify material weaknesses if it assesses our internal control over financial reporting in the future. In addition, because of the inherent limitations of any internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. As a result, if we fail to maintain effective internal control over financial reporting or should we be unable to prevent or detect material misstatements due to error or fraud on a timely basis, investors could lose confidence in the reliability of our financial statements, which in turn could harm our business and results of operations, negatively impact the market price of our shares, and harm our reputation. Furthermore, we have incurred and expect to continue to incur considerable costs and to use significant management time and other resources in an effort to comply with Section 404 of and other requirements of SOX.

Risks Relating to Our PRC Operations and Doing Business in the PRC

Changes in China’s economic, political or social conditions or government policies could have a material and adverse effect on our business and operations.

All of our business operations are conducted in China. Accordingly, our business, results of operations, financial condition and prospects are affected by economic, political and social conditions in China generally and by continued economic growth in China as a whole.

China’s economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. In recent decades, the Chinese government has implemented a series of reform measures, including among others, emphasizing the utilization of market forces for economic reform and the establishment of improved corporate governance in business enterprises. However, a considerable portion of productive assets in China is still owned by the government. In addition, the Chinese government also plays a significant role in regulating industry development and has extensive influence over China’s economic growth through allocating resources, foreign exchange control, and setting monetary and fiscal policy.

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The growth of China’s economy has been uneven, both geographically and among various sectors of the economy, and the growth of the Chinese economy has slowed down in recent years for various reasons, including due to the impacts of the COVID-19 pandemic. Some of the government measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. Any stimulus measures designed to boost the Chinese economy may contribute to higher inflation, which could adversely affect our results of operations and financial condition. For example, certain operating costs and expenses, such as employee compensation and office operating expenses, may increase as a result of higher inflation.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our subsidiaries are generally subject to laws and regulations applicable to foreign investments in China. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.

PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China over the past several decades. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all. As a result, we may not be aware of our potential violation of these policies and rules. In addition, any administrative and court proceedings in China may be protracted and result in substantial costs and diversion of resources and management attention.

The PRC government has significant oversight over the conduct of our business and it has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Any changes in such laws and regulations may have a material and adverse effect on our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy and criminal proceedings. We and any future subsidiaries are or will be considered foreign persons or foreign-invested enterprises under PRC laws, and as a result, we are and will be required to comply with PRC laws and regulations applicable to foreign persons or foreign-invested enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. Exploration and mining operations and wastewater treatment operations in the PRC are subject to environmental laws and regulations, and the imposition of more stringent environmental regulations may affect our ability to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our business operations and may reduce our profitability. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our businesses.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our ability to fund and expand our business.

We are an offshore holding company conducting our operations in China. We may make loans to our PRC subsidiaries, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China. Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registration requirements. In addition, a foreign-invested PRC enterprise has limitations upon its uses of capital, including restrictions on such capital being: (i) directly or indirectly used for payments beyond the business scope of the enterprise or payments prohibited by relevant laws and regulations; (ii) used for the granting of loans to non-affiliated enterprises, except where expressly permitted in the foreign-invested PRC enterprise’s business license; and (iii) used for paying expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises). We may also decide to finance our PRC subsidiaries by means of capital contributions, in which case the PRC subsidiary is required to register the details of the capital contribution with the local branch of the State Administration for Market Regulation and submit a report on the capital contribution via the online enterprise registration system to the Ministry of Commerce.

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In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals or filings on a timely basis, if at all, with respect to future loans by us to our current PRC operating subsidiaries or with respect to future capital contributions by us to our current PRC operating subsidiaries. If we fail to complete such registrations or obtain such approvals, our ability to fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Inflation in the PRC, or a slowing PRC economy, could negatively affect our profitability and growth.

While the PRC economy has experienced rapid growth, such growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our products and services rise at a rate that is insufficient to compensate for the rise in the costs of supplies and services, it may have an adverse effect on our profitability. In order to control inflation in the past, the PRC government has imposed controls on bank credit, limits on loans for fixed assets and restrictions on bank lending. Such an austere policy can lead to a slowing of economic growth, and recent statistics have, indeed, suggested that China’s high annual economic growth has slowed down. In addition, the global outbreak of COVID-19 and the efforts to contain it have negatively impacted economic development in the PRC, and around the world. Despite targeted fiscal and monetary stabilizing policies implemented by the PRC government, the PRC economy has experienced a significant slowdown since the outbreak of COVID-19. For further discussion of the impact of the COVID-19 pandemic, please refer to “– Risks Relating to Our Mine Exploration Activities in Inner Mongolia – Volatility in the market prices of metals may adversely affect the results of our operations” and “– Risks Relating to the Ongoing COVID-19 Pandemic.” As a result, domestic and global economic conditions may improve, and the markets we intend to serve may grow, at a lower-than-expected rate or even experience a downturn, adversely affecting our future profitability and growth.

Our PRC subsidiaries are subject to restrictions on paying dividends and making other payments to us.

We are a holding company incorporated in the BVI. Under BVI law, we may only pay dividends from surplus (the excess, if any, at the time of the determination of the total assets of our company over the sum of our liabilities, as shown in our books of account, plus our capital), and we must be solvent before and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the ordinary course of business; and the realizable value of assets of our company will not be less than the sum of our total liabilities, other than deferred taxes as shown on our books of account, and our capital. As a result of our holding company structure, dividends and other distributions to our shareholders, if any, will depend primarily upon dividend payments from our subsidiaries. However, PRC regulations currently permit the payment of dividends only out of accumulated profits, as determined in accordance with PRC accounting standards and regulations. Our subsidiaries in China are also required to set aside a portion of their after-tax profits as certain reserve funds according to PRC accounting standards and regulations. The PRC government also imposes controls on the conversion of Renminbi into foreign currencies and the remittance of currencies out of China. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if our subsidiaries in China incur further debt in the future, debt covenants may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive dividends from our operating companies, Bayannaoer Mining and Shanghai Onway, due to contractual or other limitations on the payment of dividends, we may be unable to pay dividends or make other distributions on our common shares.

Governmental control of currency conversion may affect payment of any dividends or foreign currency denominated obligations, and the value of your investment.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency denominated obligations. Under existing PRC foreign exchange regulations, the Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without prior approval from the PRC State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of bank loans denominated in foreign currencies.

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The PRC government may also at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due.

See “Item 10.D. ADDITIONAL INFORMATION – Exchange Controls” for further details of exchange controls in the PRC.

The fluctuation of the Renminbi may materially and adversely affect your investment.

The exchange rate of the Renminbi against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. As most of our operating expenses are denominated in Renminbi, any significant revaluation of the Renminbi may materially and adversely affect our cash flows and financial condition. Additionally, if we convert our Renminbi into U.S. Dollars, should we determine to pay dividends on our common shares or for other business purposes, depreciation of the Renminbi against the U.S. Dollar would negatively affect the amount of U.S. Dollars we convert our Renminbi into. Conversely, to the extent that we need to convert U.S. Dollars we receive from an offering of our securities or otherwise into Renminbi for our operations, the appreciation of the Renminbi against the U.S. Dollar could have an adverse effect on our financial condition and result in a charge to our income statement and a reduction in the value of these U.S. Dollar denominated assets. 

In 2021, the U.S. Dollar depreciated against the Renminbi by 2.55% over the course of the year. Since the beginning of 2022 to March 31, 2022, the U.S. Dollar depreciated against the Renminbi by 0.47%.

PRC SAFE regulations regarding offshore financing activities by PRC residents have undergone changes which may increase the administrative burden we face and create regulatory uncertainties that could adversely affect us, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles (“SAFE Circular 37”). SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed PRC residents for foreign exchange administration purposes) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 further requires an amendment to a SAFE registration in the event of any changes with respect to the basic information of the offshore special purpose vehicle, such as a change in the PRC shareholders, the names of such special purpose vehicle, and the operation term of such special purpose vehicle, or any significant changes with respect to the offshore special purpose vehicle, such as an increase or decrease of capital, a share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. If our shareholders who are PRC residents fail to make the required SAFE registration or to update a previously filed registration, our PRC subsidiaries may be prohibited from distributing their profits or the proceeds from any capital reduction, share transfer or liquidation to us, and we may also be prohibited from making additional capital contributions to our PRC subsidiaries.

In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, effective June 2015. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, shall be filed with qualified banks instead of SAFE. The qualified banks directly examine the applications and accept registrations under the supervision of SAFE. To date, no registration has been filed with SAFE regarding us, and accordingly, SAFE may prohibit distributions from our PRC subsidiaries, which would prevent us from paying dividends and may adversely affect our financial condition and potentially expose us to liability under PRC law.

The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor may affect our investors’ benefits of such inspections.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this Annual Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB. As a result, the benefits of such PCAOB inspections to our investors and us are affected. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in our common shares to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

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Our common shares will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

The HFCAA was signed into law on December 18, 2020. Pursuant to the HFCAA, the SEC will identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely, and will then impose a trading prohibition on an issuer preventing after it is identified as a Commission-Identified Issuer for three consecutive years. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified our auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely. Therefore, we expect to be identified as a “Commission-Identified Issuer” after the filing of this Annual Report on Form 20-F.

Whether the PCAOB will be able to conduct inspections of our auditor before the issuance of our financial statements for the year ending December 31, 2023, which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s, control. Such a prohibition would substantially impair your ability to sell or purchase our common shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our common shares.

On June 22, 2021, the U.S. Senate passed a bill which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill which contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA is reduced from three years to two, then our common shares could be prohibited from trading in the United States in 2023.

Proceedings instituted by the SEC against Chinese affiliates of the “Big Four” accounting firms, including our independent registered public accounting firm, could result in our financial statements being determined to not be in compliance with the requirements of the SEC.

In December 2012, the SEC instituted administrative proceedings against PRC-based affiliates of the “Big Four” accounting firms, including our independent registered public accounting firm, alleging that these firms had violated the U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’ audit work papers with respect to certain PRC-based companies that are publicly traded in the U.S.

On January 22, 2014, the administrative law judge presiding over the matter rendered an initial decision that each of the firms had violated the SEC’s rules of practice by failing to produce audit papers and other documents to the SEC. The initial decision censured each of the firms and barred them from practicing before the SEC for a period of six months.

On February 6, 2015, four China-based accounting firms each agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC and audit U.S.-listed companies. The settlement required the firms to follow detailed procedures and to seek to provide the SEC with access to Chinese firms’ audit documents via the CSRC. Under the terms of the settlement, the underlying proceeding against the four China-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. In the event that the SEC restarts the administrative proceedings, depending upon the final outcome, listed companies in the U.S. with major PRC operations may find it difficult or impossible to retain auditors with respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the SEC, the consequences of which include possible delisting. Moreover, any negative news about proceedings against these audit firms may cause investor uncertainty regarding PRC-based, U.S.-listed companies and the market price of our common shares may be adversely affected.

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If our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such a determination could ultimately lead to the delisting of our common shares from the Nasdaq Capital Market (“Nasdaq”) or deregistration under the Exchange Act, or both, which would substantially reduce or effectively terminate the trading of our common shares in the U.S.

It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.

If we fail to protect our intellectual property rights, it could harm our business and competitive position.

We own five patents in China covering our wastewater treatment technology, and we rely on a combination of patent protection, trade secret laws and other methods to protect our intellectual property rights. The process of seeking patent protection on future patents can be lengthy and expensive, our patent applications may be rejected, and our existing and future patents may be insufficient to provide us with sufficient protection or commercial advantage. Our patents and patent applications may also be challenged, invalidated or circumvented.

Implementation of Chinese intellectual property-related laws has historically been ineffective, primarily due to ambiguities in Chinese laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as those in the United States or other developed countries. Furthermore, we may need to resort to litigation to enforce or defend our patents. Such litigations and its results could cause substantial costs and diversion of resources and management attention, which could harm our business and growth.

PRC regulations establish complex procedures for some acquisitions conducted by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or M&A Rules, adopted by six PRC regulatory agencies in August 2006 and amended in June 2009, among other things, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. In addition, the Provisions of Ministry of Commerce on Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the Provisions Concerning Security Review on M&A, issued by the Ministry of Commerce in August 2011, specify that mergers and acquisitions by foreign investors involved in “an industry related to national security” are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement.

On March 15, 2019, the Foreign Investment Law of the PRC was enacted by the National People’s Congress, and became effective on January 1, 2020. The Foreign Investment Law has replaced the previous major laws and regulations governing foreign investment in the PRC, including the Sino-foreign Equity Joint Ventures Enterprises Law of the PRC, the Sino-foreign Co-operative Enterprises Law of the PRC and the Wholly Foreign-invested Enterprise Law of the PRC. According to the Foreign Investment Law, “foreign-invested enterprises” refers to enterprises that are wholly or partly invested by foreign investors and registered under the PRC laws within China, and “foreign investment” refers to any foreign investor’s direct or indirect investment activities in China, including: (i) establishing foreign-invested enterprises in China either individually or jointly with other investors; (ii) obtaining stock shares, equity shares, shares in properties or other similar interests of Chinese domestic enterprises; (iii) investing in new projects in China either individually or jointly with other investors; and (iv) investing through other methods provided by laws, administrative regulations or provisions prescribed by the State Council.

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On December 26, 2019, the State Council issued Implementation Regulations for the Foreign Investment Law of the PRC (the “Implementation Rules”) which came into effect on January 1, 2020, and replaced the Implementing Rules of the Sino-foreign Equity Joint Ventures Enterprises Law of the PRC, the Implementing Rules of the Sino-foreign Co-operative Enterprises Law of the PRC and the Implementing Rules of the Wholly Foreign-invested Enterprise Law of the PRC. According to the Implementation Rules, in the event of any discrepancy between the Foreign Investment Law, the Implementation Rules and the relevant provisions on foreign investment promulgated prior to January 1, 2020, the Foreign Investment Law and the Implementation Rules shall prevail. The Implementation Rules also set forth that foreign investors that invest in sectors on the “Negative List” in which foreign investment is restricted shall comply with special management measures with respect to, among others, shareholding and senior management personnel qualification in the Negative List. Pursuant to the Foreign Investment Law and the Implementation Rules, the existing foreign-invested enterprises established prior to the effective date of the Foreign Investment Law are allowed to keep their corporate organization forms for five years from the effectiveness of the Foreign Investment Law before such existing foreign-invested enterprises change their organization forms and organization structures in accordance with the PRC Company Law, the Partnership Enterprise Law of the PRC and other applicable laws.

After the Foreign Investment Law and its Implementation Regulations became effective on January 1, 2020, the provisions of the M&A Rules remained effective to the extent they are not inconsistent with the PRC Foreign Investment Law and its Implementation Regulations. We believe that our business is not in an industry related to national security, but we cannot preclude the possibility that the competent PRC government authorities may publish explanations contrary to our understanding or broaden the scope of such security reviews in the future, in which case our future acquisitions and investment in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Moreover, according to the Anti-Monopoly Law, the State Administration for Market Regulation of the PRC, or SAMR, shall be notified in advance of any concentration of undertaking if certain filing thresholds are triggered. We may grow our business in part by directly acquiring complementary businesses in China. Complying with the requirements of the laws and regulations mentioned above and other PRC regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the SAMR, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

In December 2020, the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce promulgated the Measures for the Security Review of Foreign Investment, which came into effect on January 18, 2021. As these measures are recently promulgated, official guidance has not been issued by the designated office in charge of such security review yet. At this stage, the interpretation of those measures remains unclear in many aspects and whether these measures may apply to foreign investment that is implemented or completed before the enactment of these new measures. We cannot assure you that our current or new business operations will remain fully compliant, or that we can adapt our business operations to new regulatory requirements on a timely basis, or at all.

The approval of and/or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

The M&A Rules require an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and our offshore offerings may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained by us, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments.

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The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings of stocks, depository receipts, convertible corporate bond, or other equity securities, and overseas listing of these securities for trading, by domestic companies. According to the Draft Provisions and the Draft Administration Measures, an overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or business is mainly carried out in the PRC. According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC for its initial public offering, follow-on offering and other equivalent offering activities. Particularly, the issuer shall submit the filing with respect to its initial public offering and listing within three business days after its initial filing of the listing application, and submit the filing with respect to a follow-on offering within three business days after completion of the follow-on offering. Failure to comply with the filing requirements may result in fines to the relevant domestic companies, suspension of their businesses, revocation of their business licenses and operation permits and fines on the controlling shareholder and other responsible persons. The Draft Administration Measures also sets forth certain regulatory red lines for overseas offerings and listings by domestic enterprises.

As of the date of this Annual Report, the Draft Provisions and the Draft Administration Measures have been released for public comment only. There are uncertainties as to whether the Draft Provisions and the Draft Administration Measures would be further amended, revised or updated. Substantial uncertainties exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. As the CSRC may formulate and publish guidelines for filings in the future, the Draft Administration Measures does not provide for detailed requirements of the substance and form of the filing documents. In a Q&A released on its official website, the respondent CSRC official indicated that the CSRS will start applying the filing requirements to new offerings and listings. Only new initial public offerings and refinancing by existing overseas listed Chinese companies will be required to go through the filing process. As for the filings for the existing companies, the regulator will grant adequate transition period to complete their filing procedures. Given the substantial uncertainties surrounding the latest CSRC filing requirements at this stage, we cannot assure you that we will be able to complete the filings and fully comply with the relevant new rules on a timely basis, if at all.

In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. If it is determined in the future that approval and filing from the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the Measures for Cybersecurity Review and the draft of Regulations on the Network Data Security, are required for our offshore offerings, it is uncertain whether we can or how long it will take us to obtain such approval or complete such filing procedures and any such approval or filing could be rescinded or rejected. Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to seek CSRC approval or filing or other government authorization for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.

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We may be classified as a “resident enterprise” for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

 

The Enterprise Income Tax Law provides that enterprises established outside of China whose “de facto management bodies” are located in China are considered PRC tax resident enterprises and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. In 2009, the SAT issued the Circular of the State Administration of Taxation on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Actual Standards of Organizational Management, known as SAT Circular 82, which was partially amended by Announcement on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management Institutions issued by SAT on January 29, 2014, and further partially amended by Decision on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by SAT on December 29, 2017. SAT Circular 82, as amended, provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China, which include all of the following conditions: (i) the location where senior management members responsible for an enterprise’s daily operations discharge their duties; (ii) the location where financial and human resource decisions are made or approved by organizations or persons; (iii) the location where the major assets and corporate documents are kept; and (iv) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence. SAT Circular 82 further clarifies that the identification of the “de facto management body” must follow the substance over form principle. In addition, SAT issued the Announcement of State Administration of Taxation on Promulgation of the Administrative Measures on Income Tax on Overseas Registered Chinese-funded Holding Resident Enterprises (Trial Implementation) or the SAT Bulletin 45 on July 27, 2011, effective from September 1, 2011 and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, respectively, providing more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups or by PRC or foreign individuals. 

 

Currently, there are no detailed rules or precedents governing the procedures and specific criteria for determining de facto management bodies which are applicable to our company or our overseas subsidiaries. We do not believe that CHNR meets all of the conditions required for PRC resident enterprise. The Company is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For the same reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with ours.

 

However, if the PRC tax authorities determine that CHNR is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. Such 10% tax rate could be reduced by applicable tax treaties or similar arrangements between China and the jurisdiction of our shareholders. For example, for shareholders eligible for the benefits of the tax treaty between China and Hong Kong, the tax rate is reduced to 5% for dividends if relevant conditions are met. In addition, non-resident enterprise shareholders may be subject to a 10% PRC tax on gains realized on the sale or other disposition of common equity, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of the Company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that the Company is treated as a PRC resident enterprise.

 

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Provided that our British Virgin Islands holding company, CHNR, is not deemed to be a PRC resident enterprise, our shareholders who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares. However, under Circular 7, where a non-resident enterprise conducts an “indirect transfer” by transferring taxable assets, including, in particular, equity interests in a PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authority such indirect transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee would be obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under Circular 7, and we may be required to expend valuable resources to comply with Bulletin 37, or to establish that we should not be taxed under Circular 7 and Bulletin 37.

 

In addition to the uncertainty in how the new resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect. If we are required under the Enterprise Income Tax law to withhold PRC income tax on our dividends payable to our foreign shareholders, or if you are required to pay PRC income tax on the transfer of our shares under the circumstances mentioned above, the value of your investment in our shares may be materially and adversely affected. These rates may be reduced by an applicable tax treaty, but it is unclear whether, if we are considered a PRC resident enterprise, holders of our shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. Any such tax may reduce the returns on your investment in our shares. 

 

Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

 

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, replacing earlier rules promulgated in March 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary of such overseas-listed company, and complete certain other procedures. In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who have resided in the PRC for a continuous period of not less than one year and who are granted options or other awards under our equity incentive plan will be subject to these regulations. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiary and limit our PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

 

In addition, SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC government authorities.

 

Failure to make adequate contributions to various mandatory social security plans as required by PRC regulations may subject us to penalties.

 

Under the PRC Social Insurance Law and the Administrative Measures on Housing fund, our PRC subsidiaries are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of the employees up to a maximum amount specified by the local government from time to time at locations where they operate the businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. If the local governments deem our subsidiaries’ contribution to be not sufficient, our subsidiaries may be subject to late contribution fees or fines in relation to any underpaid employee benefits, and our financial condition and results of operations may be adversely affected.

 

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Enforcement of stricter labor laws and regulations may increase our labor costs.

 

China’s overall economy and the average wage have increased in recent years and are expected to continue to grow. The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to our customers who pay for our services, our profitability and results of operations may be materially and adversely affected. The PRC Labor Contract Law and its implementing rules impose requirements concerning contracts entered into between an employer and its employees and establishes time limits for probationary periods and for how long an employee can be placed in a fixed-term labor contract. We cannot assure you that our or our subsidiaries’ employment policies and practices do not, or will not, violate the Labor Contract Law or its implementing rules or that we will not be subject to related penalties, fines or legal fees. If we or our subsidiaries are subject to large penalties or fees related to the Labor Contract Law or its implementing rules, our business, financial condition and results of operations may be materially and adversely affected In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision with an employee in a labor contract or non-competition agreement, we have to compensate the employee on a monthly basis during the term of the restriction period after the termination or ending of the labor contract, which may cause extra expenses to us. Furthermore, the Labor Contract Law and its implementation rules require certain terminations to be based upon seniority rather than merit, which significantly affects the cost of reducing workforce for employers. In the event we decide to significantly change or decrease our workforce in the PRC, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our circumstances or in a timely and cost-effective manner, thus our results of operations could be adversely affected.

 

If the chops of our PRC subsidiaries are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised.

 

In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Each legally registered company in China is required to maintain a company chop, which must be registered with the local Public Security Bureau. In addition to this mandatory company chop, companies may have several other chops which can be used for specific purposes. The chops of our PRC subsidiaries are generally held securely by personnel designated or approved by us in accordance with our internal control procedures. To the extent those chops are not kept safely, are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely compromised and those corporate entities may be bound to abide by the terms of any documents so chopped, even if they were chopped by an individual who lacked the requisite power and authority to do so. In addition, if the chops are misused by unauthorized persons, our PRC subsidiaries could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations.

Risks Relating to Foreign Private Issuer Status

Because our assets are located outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on the U.S. federal securities laws against us or our officers and directors or to enforce a judgment of a United States court against us or our officers and directors in the PRC.

We are a BVI company, our officers and directors are nonresidents of the United States, our assets are located in the PRC, and our operations are conducted in the PRC. We do not maintain a business presence in the United States. Therefore, it may not be possible to effect service of process on such persons in the United States, and it may be difficult to enforce any judgments rendered against us or them. Moreover, there is doubt whether courts in the BVI or the PRC would enforce (a) judgments of United States courts against us, our directors or officers based on the civil liability provisions of the securities laws of the United States or any state, or (b) in original actions brought in the BVI or the PRC, liabilities against us or any nonresidents based upon the securities laws of the United States or any state.

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Our status as a “foreign private issuer” results in less information being available about us than about domestic reporting companies.

We are a foreign private issuer and are not required to file as much information about us as domestic issuers are required to file. In this regard:

we are not required to file quarterly reports on Form 10-Q and our annual reports on Form 20-F are subject to disclosure requirements that differ from annual reports on Form 10-K;
we are exempt from the provisions of Regulation FD aimed at preventing issuers from making selective disclosures;
the SEC proxy statement and information statement rules do not apply to us; and
our officers, directors and principal shareholder are not required to file reports under Section 16 of the Exchange Act detailing their beneficial ownership of our shares; and they are not subject to the short-swing profit provisions under Section 16.

Since there is generally greater and more timely information available about domestic issuers than about foreign private issuers such as us, you will not be afforded the same protections or information as would be available to you if you were investing in a U.S. domestic issuer.

Due to our status as a “foreign private issuer,” we have adopted IFRS accounting principles, which are different from accounting principles under U.S. GAAP.

We have adopted and presented our financial statements in accordance with IFRS accounting principles. IFRS is an internationally recognized body of accounting principles that are used by many companies outside of the United States to prepare their financial statements, and the SEC permits foreign private issuers such as the Company to prepare and file their financial statements in accordance with IFRS rather than U.S. GAAP. IFRS accounting principles are different from those of U.S. GAAP, and SEC rules do not require us to provide a reconciliation of IFRS accounting principles to those of U.S. GAAP. Accordingly, we suggest that readers of our financial statements familiarize themselves with the provisions of IFRS accounting principles in order to better understand the differences between these two sets of principles.

As a “foreign private issuer” we are not subject to certain requirements that other Nasdaq-listed issuers are required to comply with, some of which are designed to provide information to and protect investors.

Our common shares are currently listed on Nasdaq and, for so long as our securities continue to be listed, we will remain subject to the rules and regulations established by Nasdaq applicable to listed companies. However, we have elected to claim certain exemptions afforded to foreign private issuers by relevant Nasdaq rules, and as a result:

a majority of the members of our board of directors (the “Board of Directors” or the “Board”) are not independent as defined by Nasdaq rules;
our independent directors do not hold regularly scheduled meetings in executive session;
while executive compensation is recommended by our Compensation Committee, which is comprised of independent directors, the compensation of our executive officers is ultimately determined by the Board of Directors rather than an independent committee of the Board or by the independent members of the Board of Directors;
related party transactions are not required to be reviewed or approved by our Audit Committee or other independent body of the Board of Directors;
we are not required to solicit shareholder approval of stock plans or issuances of securities, including those in which our officers or directors may participate; stock issuances that will result in a change in control; the issuance of our stock in related party transactions or other transactions in which we may issue 20% or more of our outstanding common shares; or below market issuances of 20% or more of our outstanding shares to any person; and
we are not required to hold an in-person annual meeting to elect directors and transact other business customarily conducted at an annual meeting.
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Due to an exemption from Nasdaq rules applicable to “foreign private issuers,” our related party transactions may not receive the type of independent review process that those of other Nasdaq-listed companies receive; the terms of these transactions are not negotiated at arm’s-length and may not be as favorable as could be obtained from unrelated parties.

We have historically engaged in a substantial number of transactions with related parties in the ordinary course of business, predominantly with our principal beneficial owner and former Chairman and Chief Executive Officer and/or companies that he owns or controls. These transactions are described in greater detail elsewhere in this Annual Report. In general, Nasdaq rules require that related party transactions be reviewed by an audit committee or other committee comprised of independent directors. However, under Nasdaq rules applicable to foreign private issuers such as our company, we are exempt from certain Nasdaq requirements, including requirements applicable to independent director review of related party transactions. This exemption is available to us because the laws of the BVI, our home jurisdiction, do not mandate independent review of related party transactions.

Notwithstanding the foregoing, nonrecurring related party transactions (i.e., related party transactions that are not in the ordinary course of business) are submitted for approval by our Board of Directors, following disclosure of the related party’s interest in the transaction, and, in all cases, Board approval has historically included the unanimous approval of our independent directors. In addition, our annual audited financial statements, including the related party transactions reported therein, are approved by our Audit Committee, which is comprised solely of independent directors. However, except to the limited extent described above, these transactions are not individually reviewed or approved solely by independent directors. While management believes that our related party transactions have been on terms at least as favorable to the Company as could be obtained from unrelated parties, there is no assurance that such is the case or will be so in the future, or that shareholders would not be better protected if we were not exempt from, or we chose to voluntarily comply with, the applicable Nasdaq rules.

Risks Relating to Our Common Shares

There are a limited number of our common shares in the public float and trading in our shares is not active; therefore, our common shares tend to experience price volatility.

There are currently approximately 13,408,397 of our common shares in the public float and, in general, there has not been an active trading market for our shares. Our shares tend to trade along with other shares of public companies whose operations are based in the PRC, and, at times, in tandem with other natural resource companies. These shares tend to exhibit periods of extreme volatility and price fluctuations, even when there are no events peculiar to the Company that appear to warrant price changes. We cannot assure you that price volatility will not continue in the future or, as a result thereof, that market prices will reflect actual values of our company.

As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The share price could, for example, decline precipitously in the event that a large number of shares are sold on the market without commensurate demand. As a consequence of this enhanced risk, more risk-adverse investors may, due to the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be in the case of the stock of a seasoned issuer, negatively impacting the trading price of our common shares.

You may experience dilution to the extent that our common shares are issued upon the exercise of outstanding warrants or other securities that we may issue in the future.

You may experience dilution to the extent that our common shares are issued upon the exercise of our outstanding warrants, and if we issue additional equity securities, or there are any issuances and subsequent exercises of stock options issued in the future. Up to 1,980,000 common shares may be issued with the exercise of warrants at a per share exercise price of $2.35 issued to investors and the placement agent in a private placement in January 2021. See “Item 10.C. ADDITIONAL INFORMATION – Material Contracts.” These warrants also bear anti-dilution protections in the event of stock dividends or splits, business combination, sale of assets, similar recapitalization transactions, or other similar transactions. The trading price of our common shares may be depressed upon the exercise of these warrants.

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Our principal beneficial owner and his affiliates control us through their stock ownership; and their interests may differ from those of other shareholders.

Mr. Li Feilie, beneficial owner of a majority of our outstanding common shares, beneficially owns approximately 65.6% of our outstanding common shares, and as a result, Mr. Li is and will continue to be able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinary corporate transactions such as business combinations. Through his related companies, Mr. Li also provides funding to support the Company’s operating expenses and holds a substantial amount of the Company’s debt (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions,” below). Mr. Li’s interests may differ from those of other shareholders. Additional information relating to the beneficial ownership of our securities is contained elsewhere in this Annual Report under “Item 6.E. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – Share Ownership.”

The rights of our shareholders are governed by BVI law, the provisions of which may not be as favorable to shareholders as under U.S. law, and our directors may take actions with which you disagree without first receiving shareholder approval.

Our directors have the power to take certain actions without shareholder approval, including the amendment of our Amended and Restated Memorandum of Association (“Memorandum”) and our Articles of Association (“Articles”) (unless such amendment varies the rights attached to shares) or an increase or reduction in our authorized capital, which would require shareholder approval under the laws of most jurisdictions in the United States. In addition, the directors of a BVI company, subject in certain cases to court approval but without shareholder approval, may, among other things, implement a reorganization, certain mergers or consolidations with a subsidiary, the sale, transfer, exchange or disposition of any assets, property, part of the business, or securities of the company, or any combination of the foregoing (provided the assets do not represent more than 50% of the total assets of the company and the sale is not outside of the usual or ordinary course of the company’s business), if they determine it is in the best interests of the company. Our ability to amend our Memorandum and Articles without shareholder approval could allow our directors to implement provisions to those documents that have the effect of delaying, deterring or preventing a change in our control without any further action by the shareholders, including a tender offer to purchase our common shares at a premium over then current market prices, as could the ability of our directors to issue blank check preferred stock.

The elimination of monetary liability against our directors, officers and employees under our Articles and the indemnification of our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our Articles contain provisions that eliminate the liability of our directors for monetary damages to us and to our stockholders to the maximum extent permitted under the corporate laws of the BVI. We may provide contractual indemnification obligations under agreements with our directors, officers and employees. These indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlements or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breach of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit the Company and our shareholders.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. shareholders.

We have not made a determination whether we will or will not be a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes in the current tax year or in subsequent tax years. Whether we are a PFIC is determined on a year-by-year basis, and we cannot assure you that we are not and we will not be a PFIC for our future tax years. A non-U.S. corporation is generally a PFIC if either (i) at least 75% of its gross income is passive income for a tax year or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a tax year) are attributable to assets that produce or are held for the production of passive income. The market value of our assets may be determined to a large extent by the market price of our common shares. If we are treated as a PFIC for any tax year in which U.S. shareholders hold common shares, certain adverse U.S. federal income tax consequences could apply to such U.S. shareholders. For further discussion of the implications of PFIC status, please refer to “Item 10.E. ADDITIONAL INFORMATION – Taxation – United States Federal Income Taxation.”

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Risks Relating to the Ongoing COVID-19 Pandemic

COVID-19 has disrupted our operations, may further disrupt our operations or adversely affect our operations and financial position in the future, and may exacerbate the various other Risk Factors that we face.

The COVID-19 pandemic is still impacting countries, communities, supply chains and markets globally. Governments and other authorities in the PRC and around the world have taken a slew of unprecedented measures intended to control the spread of COVID-19, including quarantines, restrictions on travel and public gatherings, and the temporary closure of certain businesses and facilities. The pandemic and the efforts to contain it have caused significant economic and financial disruptions around the world, including the disruption of industrial operations and global logistical and supply chains, and extreme volatility in the global financial markets.

More broadly, the outbreak of COVID-19 in the PRC resulted in travel restrictions, tightened border controls, and the shutdown of businesses, which caused a slower recovery of the PRC economy from the impacts of large-scale quarantines. We may experience further impacts from current or future government-enforced quarantines and market downturns related to pandemic fears, as well as on our workforce if the virus continues to spread and affects their health or freedom of movement. The COVID-19 pandemic also affected our suppliers’ workforces, and as a result we experienced a slow resumption of operations and delays or the inability to deliver goods or complete construction projects on a timely basis. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress or delays or defaults on payment, file for bankruptcy protection, or suffer disruptions in their business due to the outbreak, which may adversely impact our arrangements with them.

The COVID-19 outbreak and governmental control measures imposed to contain its spread have impacted our business by restricting the movement of our employees from time to time. From February through May 2022, due to a resurgence of the pandemic in Shenzhen, Shanghai and other cities, some of the Company’s personnel were quarantined at home and were unable to return to work at the Company’s offices. Accordingly, our operations were severely disrupted by COVID-19 and efforts to contain it. During this period, the resurgence of the pandemic in Shanghai and other cities was more severe and longer than expected, which affected our materials transportation and caused the inability of personnel to arrive at construction sites. Several construction projects were delayed, and our market expansion was also affected due to lower demand and our comparative inability to carry out marketing activities. These factors will lead to a significant reduction in our revenue in the first quarter of 2022.

The market demand for the metals that we may mine was similarly negatively impacted by COVID-19 as a result of the sharp decrease in manufacturing and other activity due to the widespread closure of businesses in the PRC and worldwide, with a commensurate impact on commodity prices. Although prices soon recovered and reached high levels in 2021, the extent to which demand and prices will be supported in the future is highly uncertain. We cannot predict when COVID-19 may be controlled and global demand may reach levels observed prior to COVID-19, if ever. Similarly, the impact of COVID-19 led to extreme volatility in the capital markets, which has affected and may continue to affect the price of our common shares, and may impact our ability to access the capital or credit markets.

The extent to which the evolving COVID-19 pandemic ultimately impacts our results of operations is highly uncertain and will depend upon the severity of the COVID-19 pandemic and the actions taken by governments at various levels and private businesses in an attempt to contain the spread of the virus. Wider-spread COVID-19 in the PRC and globally could again cause deterioration in economic conditions and further decreases in demand and reduce and/or negatively impact our ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of our customers or suppliers, or early termination of agreements that we have in place or may enter into due to deterioration in economic conditions could negatively impact our results of operations. The ongoing COVID-19 pandemic will likely serve as an exacerbating factor for many of the other Risk Factors discussed above.

It is not possible to foresee all risks that may affect us. Moreover, we cannot predict whether we will successfully effectuate our current business plans. Each prospective purchaser of our common shares is encouraged to carefully analyze the risks and merits of an investment in the common shares and should take into consideration when making such analysis, the Risk Factors discussed above, among others.

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ITEM 4.INFORMATION ON THE COMPANY
A.History and Development of the Company

China Natural Resources, Inc. was incorporated in the BVI on December 14, 1993, and is a company limited by shares organized under the BVI Business Companies Act. We are not a Chinese operating company but a BVI holding company with operations conducted by our subsidiaries established in the PRC.

The Company is a holding company that operates in two reportable operating segments: wastewater treatment and exploration and mining. During 2021, the Company entered the rural wastewater treatment industry in the PRC by acquiring a 51% equity interest in its operating subsidiary Shanghai Onway. Additionally, the Company is engaged in metal exploration and mining activities in Inner Mongolia Autonomous Region of the PRC, including exploring for lead, silver and other nonferrous metal. The Company is also actively exploring business opportunities in the healthcare and other non-natural resource sectors.

Acquisition of PST Technology

On July 27, 2021, the Company entered into a Sale and Purchase Agreement (the “Sale and Purchase Agreement”) with Li Feilie, pursuant to which the Company issued three million restricted common shares, no par value, and transferred 120 million shares of FARL, as well as approximately CNY10.3 million (US$1.6 million), to Feishang Group, in exchange for all outstanding shares of PST Technology and the transfer to the Company of approximately CNY130.0 million (US$20.5 million) of PST Technology’s outstanding debt previously owed to Mr. Li, which debt was eliminated upon consolidation. PST Technology, through its wholly owned subsidiaries, owns a 51% equity interest in Shanghai Onway. Shanghai Onway is principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC projects and public-private partnership (“PPP”) projects in relation to rural wastewater treatment, and the provision of consulting and professional technical services. The total value of the consideration that the Company provided to Mr. Li was approximately CNY104.1 million (US$16.4 million), which amount was a 20% discount to the valuation (including the assigned debt) of PST Technology provided by an independent valuation firm. For more information, see “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Acquisition of PST Technology.”

Acquisition of FARL Shares

On August 17, 2020, we acquired 120 million shares of FARL, a company that is traded on the main board of the Hong Kong Stock Exchange under ticker 1738, representing approximately 8.7% of the outstanding equity of that company. For more information, see “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Acquisition of FARL Shares in Exchange for Newly Issued Company Shares.” The 120 million shares of FARL were transferred as part of the consideration for the acquisition of all the outstanding shares of PST Technology.

Exploration Activities in Inner Mongolia

In November 2017, we acquired all of the issued and outstanding capital stock of Bayannaoer Mining for a purchase price of CNY716,900. Bayannaoer Mining holds an exploration permit issued by the Land and Resources Department of Inner Mongolia Autonomous Region covering the Moruogu Tong Mine, located in Wulatehouqi, Bayannaoer City, Inner Mongolia. The exploration permit evidences Bayannaoer Mining’s right to explore for minerals at the Moruogu Tong Mine. Initial results of the exploration program indicate the presence of lead and silver, with the prospect that further surveying and exploration may indicate the presence of other ores such as copper. We anticipate that our working capital and capital expenditures for our exploration activities will be funded by non-interest-bearing loans from our affiliates and funds provided pursuant to the Cooperation Agreement. See “– Metal Exploration Activities” below for more information and a discussion of developments at the Moruogu Tong Mine.

Copper Ore Trading

In 2019 and 2020, Bayannaoer Mining was involved in the trade of copper ore in the PRC. We ceased trading copper ore in the second half of 2020, due to volatile fluctuations in the price of copper.

Other Matters

We made capital expenditures of CNY9.84 million, CNY7.84 million, and CNY0.09 million (US$0.01 million) in 2019, 2020 and 2021, respectively. Our capital expenditures for 2019, 2020 and 2021 consisted primarily of payments for the acquisition of property, plant and equipment in connection with our maiden PPP project (see “Item 4.B. INFORMATION ON THE COMPANY – Business Overview – Rural Wastewater Treatment Activities – Overview of Shanghai Onway” for further information), as well as the purchase of property, plant and equipment for office use.

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On October 16, 2020, we announced that in addition to our mining segment, we would explore potential investments, among others, in the healthcare sector of the PRC. We intend to explore the opportunities presented by the healthcare sector in the PRC, and to further diversify our operations as we move into our next phase of growth. Driven by an aging population, increasing disposable income, and rising health awareness and life expectancy, we believe that the PRC has become a major healthcare market with sizable and steadily increasing healthcare expenditures, and that the relatively early stage of development and huge market potential provides fertile ground for our new expansion strategy. On October 22, 2020, we appointed Zou Yu as Vice President of the Company. Mr. Zou has more than ten years of experience in the healthcare sector and has five years’ experience with mergers and acquisitions in the healthcare sector. Additionally, on March 22, 2021, we appointed Dr. Peng Wenlie as Vice President of the Company. Dr. Peng has been engaged in the development of natural medicines and investment consulting for more than 20 years. He currently serves as Chairman of the Board of Shanghai Onway, as director of Guangxi Huaxia Herbal Medicine Co. Ltd., and as director of Guangxi Huaxia Herbal Medicine Sales Co. Ltd. He previously served as Director of the Biomedicine Investment Department of Feishang Enterprise. While at Feishang Enterprise, Dr. Peng led the selection of target companies for investment in the biomedical space, conducting due diligence and appraising risks and returns as part of the investment decisions. He is responsible for evaluating the Company’s investment opportunities in the healthcare, biomedicine, and related markets.

On July 27, 2021, we diversified our business by entering the environmental protection sector, which provides compelling synergies with our current operations, through the acquisition of PST Technology. We believe that demand for comprehensive environmental protection solutions is on a sustained growth trajectory given the global need for more effective environmental solutions. We are committed to corporate social responsibility and to improving relations with the local communities in which we operate, which we believe will in turn benefit our mining operations in the long term.

The Company’s executive offices are located at Room 2205, 22/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong, telephone +852 28107205. The Company does not currently maintain an agent in the United States.

The SEC maintains an internet website that contains reports, information statements and other documents that we furnish to or file with the SEC. Those documents may be viewed, downloaded and/or printed. The address of the SEC website is http://www.sec.gov.

We maintain a company website at http://www.chnr.net. The information on our website is not a part of this Annual Report, and is not incorporated by reference herein.

B.Business Overview

CHNR is currently principally engaged in the provision of equipment for rural wastewater treatment and EPC services related to wastewater treatment in China and in exploration for lead, silver and other metals in the Inner Mongolia Autonomous Region of the PRC.

In July 2021, CHNR diversified into environmental protection business through the acquisition of a 51% equity interest in Shanghai Onway, a PRC company which is principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of consulting and professional technical services.

Bayannaoer Mining holds an exploration permit issued by the Land and Resources Department of Inner Mongolia Autonomous Region covering the Moruogu Tong Mine, located in Wulatehouqi, Bayannaoer City, Inner Mongolia. Based upon preliminary geologic surveys, it is believed that the Moruogu Tong Mine contains lead and silver, with the prospect that further surveying and exploration may indicate the presence of other ores such as copper.

Rural Wastewater Treatment Activities

Acquisition of PST Technology

On July 27, 2021, the Company entered into the Sale and Purchase Agreement with Mr. Li Feilie, pursuant to which the Company acquired all outstanding shares of PST Technology and accepted the assignment to the Company of approximately CNY130.0 million (US$20.5 million) of PST Technology’s outstanding debt previously owed to Mr. Li, for a total consideration of approximately CNY104.1 million (US$16.4 million), which amount was a 20% discount to the valuation (including the assigned debt) of PST Technology provided by an independent valuation firm.

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The consideration was paid to Feishang Group and comprised (i) three million of the Company’s restricted common shares (at $1.48 per share, based on the average closing price of the Company over the five trading days before July 27, 2021); (ii) 120 million shares of Feishang Anthracite held by the Company (at $0.08 per share, based on the average closing price of Feishang Anthracite over the five trading days before July 27, 2021, and discounted for lack of marketability according to an independent valuation report); and (iii) a sum of approximately CNY10.3 million (US$1.6 million) in cash. Feishang Group Limited, the largest stockholder in the Company, is wholly owned by Mr. Li Feilie.

The Sale and Purchase Agreement contains customary representations, warranties and undertakings covering such matters as ownership of PST Technology’s shares by the seller free and clear of all liens, charges and encumbrances and due authorization, execution and enforceability of the Sale and Purchase Agreement, as well as covering the historical operations of PST Technology and its subsidiaries, including without limitation, their organization, capitalization, patents held, financial condition, tax payments and compliance with applicable laws, rules and regulations. The Sale and Purchase Agreement also contains indemnification provisions in favor of the Company in the event of breaches of the seller’s representations, warranties and undertakings.

PST Technology, through its wholly owned subsidiaries, owns a 51% equity interest in Shanghai Onway. Shanghai Onway is principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of consulting and professional technical services.

The foregoing description of the Sale and Purchase Agreement is only a summary and is qualified in its entirety by reference to the Sale and Purchase Agreement, a copy of which has been translated into English and incorporated by reference as Exhibit 4.6 to this Annual Report.

Wastewater Treatment Industry and Market

Wastewater treatment is the process of purifying wastewater in order to meet the water quality requirements for discharge to a certain body of water or for reuse. Based on the source of wastewater, it can be classified into production wastewater treatment or domestic wastewater treatment. Production wastewater includes industrial wastewater, agricultural wastewater and medical wastewater, and so forth, and domestic wastewater is wastewater produced in daily life, which refers to a complex mixture of various forms of inorganic and organic matter. There are a number of ways to treat wastewater, including physical methods, chemical methods and biological methods.

 

Rural wastewater mainly involves domestic wastewater and agricultural wastewater. Domestic wastewater generally does not contain toxicity and may be used as fertilizer, so it can be used to irrigate farmland. On the contrary, the composition of agricultural wastewater is diverse, and different treatment methods are required depending on seasons, locations, and development goals of the towns and villages. The purpose of a rural wastewater treatment station is to treat domestic wastewater and agricultural wastewater in towns and villages in order to meet the prescribed discharge standards. It is an important facility for environmental protection.

 

The development of the global rural wastewater treatment industry can roughly be divided into three stages: pioneering, developing and growing. Pioneers, led by the United States, achieved universal rural wastewater treatment in the last century. Germany and Japan, and other countries with rapid technological development, started to develop rural wastewater treatment after the year 2000. We expect that large developing countries such as China and India, as well as third world countries, will see huge growth in rural wastewater treatment in the coming decades after increasing the penetration rate of urban wastewater treatment.

 

By 2017, China’s urban wastewater treatment rate had risen above 90%. In contrast, China’s rural wastewater treatment rate was less than 50% (the figure was well below 20% for villages), and the construction of drainage pipelines seriously lagged behind, which was a huge gap. Currently China’s municipal water market has been extending from cities to the vast number of towns and villages. The rural wastewater treatment industry is undergoing a period of rapid development, potentially involving massive numbers of townships and villages in China. It is roughly estimated that for the rural wastewater treatment rate to reach above 80% by 2028, it will require more than CNY500 billion of investment in new construction, and in the meantime, a service market with an annual scale of more than CNY100 billion will be formed.

 

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Overview of Shanghai Onway

Shanghai Onway is an environmental protection technology enterprise incorporated in July 2015 in the PRC. The registered capital of Shanghai Onway is approximately CNY20.41 million. It is currently 51% owned by Shenzhen Qianhai (an indirect wholly owned subsidiary of the Company), 25% owned by Anxon Envirotech Pte. Ltd (a direct wholly owned subsidiary of AnnAik Limited, which is listed on the Singapore Stock Exchange under ticker A52), and 24% owned by Shanghai Xingyu Environment Engineering Co., Ltd. Shanghai Onway is principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of consulting and professional technical services.

 

Shanghai Onway has a team of well-regarded experts with deep industry experience in the field of wastewater treatment and carries out its rural wastewater treatment business using proprietary wastewater treatment technologies including five patents, namely (i) bio-trickling filter packing frame with uniform water distribution and automatic reoxygenation effects; (ii) wastewater reinforced phosphorous removal packing and preparation method thereof; (iii) shore bank step combination formula non-point source pollution control system; (iv) modularization ecological substrate composite biological chinampa with primary and secondary connector link; and (v) water distributor. With Shanghai Onway’s core biological filtration technology, a series of optimized and integrated processes are formed to provide advanced and practicable solutions to decentralized rural wastewater treatment and resources recycling in the PRC.

 

Since its incorporation, Shanghai Onway has leveraged its proprietary wastewater treatment technologies to undertake 236 EPC projects, mainly in Zhejiang province, Jiangsu province and Shanghai, among which 10 projects are currently in progress as of the date of this Annual Report. Our wastewater treatment activities are not affected by seasonality.

 

In July 2018, Shanghai Onway was awarded its maiden PPP project, Wujiang District Rural Domestic Waste and Wastewater Treatment Infrastructure, by the Housing and Urban-Rural Development Bureau (“HURDB”) of Wujiang District in Shaoguan City, Guangdong province of the PRC (the “Wujiang Project”). Investment in the Wujiang Project totaled approximately CNY134 million. The Wujiang Project was undertaken by our non-wholly owned subsidiary, Shaoguan Angrui, which was set up on June 22, 2018, with registered capital of CNY26.68 million. The respective shareholdings in Shaoguan Angrui are as follows:

 

Shareholders Shareholding Nature
Shanghai Onway 55% -
Guangzhou Ruiyi Environmental Protection Technology Co., Ltd. 20% Strategic Investor
Guangdong Xifu Environmental Protection Technology Co., Ltd. 4% Strategic Investor
Guangdong Xinzhen Construction Engineering Co., Ltd. 1% Strategic Investor
Shaoguan Wujiang Runheng Municipal & Rural Development Investment Co., Ltd. 20% Local Government Related Enterprise
Total 100%  

 

The Wujiang Project involves the provision of waste disposal, treatment and cleaning services, including the construction of loading stations for solid waste treatment and facilities and associated piping network for rural wastewater treatment in three townships. Shaoguan Angrui was granted a 30-year service concession by the HURDB. Pursuant to the “service concession arrangement,” the HURDB controls or regulates the services Shaoguan Angrui provides, to whom it must provide them, and at what price, and the HURDB will retain all of Shaoguan Angrui’s rights and interests in the project facilities, including infrastructure at the end of the term of the arrangement. The Wujiang Project was funded 20% by Shaoguan Angrui’s internal resources (i.e., equity) and 80% by bank borrowings.

 

Shanghai Onway has also undertaken a considerable number of EPC projects in Zhejiang province, Jiangsu province and Shanghai and has accumulated what it considers extensive knowledge, experience and customer relationships in these regions. The number of potential and suitable PPP projects available is relatively small, but Shanghai Onway will use reasonable endeavors to undertake new PPP projects in the future whenever suitable opportunities arise. In 2019, 2020 and 2021, revenues derived from the EPC projects amounted to CNY43.29 million, CNY11.23 million and CNY12.39 million (US$1.95 million), respectively, and those derived from the Wujiang Project were CNY90.92 million, CNY24.41 million and CNY6.35 million (US$1.0 million), respectively.

 

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Shanghai Onway’s proprietary biological filtration technology and integrated processes have the competitive advantages of high effectiveness, strong stability, low energy consumption, and low operation and maintenance costs. Most of the filtration materials at the core of the technology come from industrial waste, which can achieve desirable water treatment results at much lower cost than other filtration materials such as membrane bioreactors and integrated burials. This technology can potentially reduce the direct operating cost of the operator, which may enhance the ability of the owners of the EPC and PPP projects to maximize profit over a multi-year operating period.

 

Competition

The main participants in the wastewater treatment market include large environmental protection groups and regional small and medium-sized private enterprises. Large environmental protection groups (mainly central and state-owned enterprises and listed companies) focus on comprehensive control of water pollution, especially the construction of large-scale wastewater treatment plants, involving planning, design, investment and construction in early stages, and management and operation in later stages. They usually have large investments in projects and heavy assets. In the rural wastewater treatment market, small and medium-sized private enterprises have a larger market share.

 

In the rural wastewater treatment market, there are four main technologies: (i) miniaturized traditional physical and chemical processing technology, (ii) the biological filtration technology represented by Shanghai Onway, (iii) integrated membrane bioreactor equipment, and (iv) constructed wetland technology. The constructed wetland technology has been gradually eliminated from the market due to blockages in the later stages of operation. The membrane bioreactor technology has not been widely used in the market due to problems such as large initial investments and high costs associated with regular cleaning and replacement of easily polluted membranes. The miniaturized traditional process is the only technology currently competing with Shanghai Onway’s biological filtration technology. The former has the advantage of small initial investments in construction and the disadvantage of high operation and maintenance costs requiring the presence of personnel familiar with the technology. The latter has the advantage of simple operation and maintenance with low ongoing costs but requires large initial investments in construction.

 

Government Regulation and National Policy of Rural Wastewater Treatment Industry

The development of the rural wastewater treatment industry is highly supported by national policies in the PRC. Some of the regulations and policies are summarized below.

 

In 2010, in order to promote domestic wastewater treatment in rural areas of the PRC, the Ministry of Housing and Urban-Rural Development issued the “Technical Guidelines for Rural Domestic Wastewater Treatment by Regions.” The document set out the characteristics, discharge requirements and drainage systems of rural domestic wastewater in each region of the PRC, as well as rural domestic wastewater treatment technologies (including parameters and schematic diagrams), selection of technologies, management of facilities and engineering examples.

 

In 2010, the Ministry of Environmental Protection issued the “Technical Specifications for Control of Domestic Pollution in Rural Areas” and the “Technical Policy on Prevention and Control of Domestic Pollution in Rural Areas.” The former document introduced several technologies for controlling rural domestic wastewater pollution, including source control, household biogas digesters, decentralized wastewater treatment with low energy consumption, centralized wastewater treatment, and rainwater collection and discharge. The latter document set out that the technical route of rural domestic pollution prevention and control should be based on source control, decentralized treatment with some support of centralized treatment, and resource reutilization.

 

In 2014, the Eighth Session of the Standing Committee of the Twelfth National People’s Congress revised the “Environmental Protection Law of the People’s Republic of China.” The document sets out that governments at all levels in the PRC should allocate funds in their budgets to support environmental protection work, including protection of rural drinking water sources, treatment of domestic wastewater and other waste, prevention and control of pollution from livestock and poultry breeding, prevention and control of soil pollution and control of pollution from rural industries and mines.

 

In 2014, the “Guiding Opinions of the General Office of the State Council on Improving the Rural Living Environment” proposed to accelerate comprehensive improvement of the rural environment focusing on the treatment of rural waste and wastewater. Where conditions permit, urban waste and wastewater treatment facilities and services may be extended to rural areas. For villages with large populations far away from cities and towns, village-level wastewater treatment facilities may be built, and for villages with small populations, household wastewater treatment facilities may be built.

 

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In 2017, the “Thirteenth Five-Year Plan for Comprehensive Improvement of the National Rural Environment” highlighted the importance of protection of rural drinking water sources and treatment of domestic waste and wastewater. In 2018, the “Three-Year Action Plan for the Improvement of Rural Living Environment” promoted the treatment of rural domestic wastewater using technologies with low costs, low energy consumption, easy maintenance and high efficiency, and encouraged the adoption of ecological treatment technologies.

 

In 2018, the Ministry of Ecology and Environment and the Ministry of Housing and Urban-Rural Development issued the “Notice on Accelerating the Formulation of Rural Domestic Wastewater Discharge Standards by Regions.” Local governments were encouraged to speed up the formulation of standards for rural wastewater treatment and discharge according to local conditions. In 2019, the “Technical Standards for Rural Domestic Wastewater Treatment Projects” issued by the Ministry of Housing and Urban-Rural Development optimized the specific technical parameters of rural wastewater treatment to adapt to the characteristics of rural wastewater in China.

 

In 2020, a group of three standards were set up, namely the “Standard for Small Domestic Wastewater Treatment Equipment,” the “Evaluation Specification for Small Domestic Wastewater Treatment Equipment,” and the “Technical Regulations for Operation and Maintenance of Village Domestic Wastewater Treatment Facilities.” The first document set out some standardized information for small-scale domestic wastewater treatment equipment, including information registration, design, manufacturing, transportation and installation. The second document set out a standardized evaluation process suitable for China’s national conditions for small-scale wastewater treatment equipment, after considering the experience of such evaluation systems in developed countries and the relevant climatic, geographical and economic conditions of different regions in China. The third document set out the operation and maintenance standards on the operation and maintenance of facilities (collection systems and treatment facilities), operation and maintenance process, operation and maintenance personnel, and operation and maintenance service organization, among other standards.

 

In 2021, the “Guidelines on Accelerating the Modernization of Rural Houses and Villages” highlighted the importance of promoting rural domestic wastewater treatment in accordance with local conditions. Rural areas should adopt small-scale, ecological and decentralized wastewater treatment models and processes, set appropriate discharge standards, and promote local resource reutilization of rural domestic wastewater.

 

Metal Exploration Activities

Lead, Silver and Copper Industry and Market

Lead (chemical element symbol Pb) is a supple and ductile heavy metal that is denser than most common materials. In its pure state, lead is bluish-white and tarnishes to a dull gray color when exposed to air. It is extensively used in construction, plumbing, batteries, bullets and shot, weights, solders, pewters, fusible alloys, white paints, leaded gasoline, and radiation shielding. Lead’s properties of high density, low melting point, ductility and relative inertness to oxidation allow it to be used in a wide range of applications, of which use in lead-acid batteries is by far the most prevalent. The reactions in the battery between lead, lead dioxide, and sulfuric acid provide a reliable source of voltage. Despite having lower energy density and charge-discharge efficiency than lithium-ion batteries, lead-acid batteries have stable electromotive force when discharging and steady working voltage, while being significantly cheaper. These properties and their ability to supply high surge currents and operate under a wide range of temperatures make them useful in the automobile industry.

Lead is an internationally traded commodity, the price of which is established on commodity markets throughout the world. During 2020, the metals market was hit hard by the impacts of the COVID-19 pandemic. During 2021, the major economies were all on track for recovery and achieved different levels of economic growth. This, combined with massive quantitative easing, led to a strong and even overheated commodity market worldwide. Global refined lead supply and demand both experienced a sharp rebound, but supply was still in surplus. Lead inventories in China piled up in the second and third quarters of 2021. Then demand picked up in the fourth quarter, and inventories started to fall from high levels. During the year, the price of lead was not strong compared with some other metals and in general fluctuated sideways. The SHFE lead price reached an annual high of CNY16,420 (US$2,583) per ton in late July 2021 before it dropped sharply and reached an annual low of CNY14,055 (US$2,211) per ton in late September 2021. In October 2021, there was a steep rebound from the annual low. The closing price at the end of 2021 was CNY15,300 (US$2,407) per ton, representing an increase of approximately 3.8% compared with the opening price at the beginning of the year.

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The following table shows the world refined production and world demand of lead over the past five years:

   2017   2018   2019   2020   2021 
                     
World refined production (in thousands of tons)   11,580    11,765    11,772    11,848    12,253 
World demand (in thousands of tons)   11,777    11,902    11,808    11,718    12,226 
China’s refined production (in thousands of tons)   4,920    4,847    4,976    4,943     
China’s demand (in thousands of tons)   4,995    5,006    4,916    5,000     
London Mercantile Exchange (“LME”) average price (US$/ton)   2,531    2,021    1,927    1,994    2,304 
SHFE average price (CNY/ton)   19,160    18,005    15,115    14,745    15,370 

———————

Source: International Lead and Zinc Study Group, LME, SHFE, Wind Economic Database.

 

Silver (chemical element symbol Ag) is a soft, ductile, and malleable metal with the highest electrical conductivity, thermal conductivity and reflectivity of any metal. It has a brilliant white metallic luster that can take a high polish and has similar physical and chemical properties with copper and gold. Most silver is produced as a byproduct during refining of copper, gold, lead, or zinc. Despite being more abundant than gold, silver has long been valued as a precious metal and used in currency and as an investment medium (bullion coins) alongside gold. It is also used as an industrial metal in jewelry, silverware, medicine, electronics, brazing alloys, chemical equipment, catalysis, photography, etc.

Silver is an internationally traded commodity, the price of which is established on commodity markets throughout the world. Silver tends to trend in lockstep with gold, but it also has its own unique market trend because it has stronger industrial attributes compared with gold. As the major economies were all on track for recovery in 2021, global silver supply and demand both experienced a sharp rebound, but supply was still in surplus. The price of silver was pressured by stronger US Dollar index and US Treasury yields on expectations of tighter monetary policy as well as by continued impacts from the ongoing COVID-19 pandemic. During the year, the price of silver was high and volatile but generally followed a declining trend. The SHFE silver price reached an annual high of CNY6,085 (US$957) per kg in early February 2021 before it declined and reached an annual low of CNY4,588 (US$722) per kg in December 2021. The closing price at the end of 2021 was CNY4,880 (US$768) per kg, representing a decrease of approximately 14.1% compared with the opening price at the beginning of the year.

The following table shows the world refined production and world demand of silver over the past five years:

   2017   2018   2019   2020   2021 
                     
World mine production (in tons)   24,873    24,252    25,476    23,942     
World total production (in tons)   32,117    31,626    31,822    30,422    32,854*
World total demand (in tons)   30,005    30,739    30,848    29,965    32,130*
COMEX average price (US$/oz)   17.1    15.5    17.9    26.4    23.4 
SHFE average price (CNY/kg)   3,885    3,674    4,432    5,585    4,845 

———————

*: Certain data for 2021 was not available as of the date of the filing of this Annual Report and was forecasted.

Source: COMEX, SHFE, Wind Economic Database.

 

Copper (chemical element symbol Cu) is a ductile metal with excellent electric conductivity and is rather supple in its pure state and has a pinkish luster. Copper was one of the first metals used by man. It is now primarily used as a heat conductor, an electrical conductor, a building material, and a constituent of various metal alloys. Copper alloys have excellent mechanical properties and low resistivity, among which bronze and brass are the most important. Copper is also a durable metal that can be recycled many times without losing its mechanical properties. Copper’s properties of high electrical and thermal conductivity, together with good workability, allow it to be used in a wide range of applications, of which wire and cable and other electrical uses are by far the most prevalent. The primary uses of copper are in electrical and electronic products, the building and construction industry and, to a lesser extent, industrial machinery and equipment, consumer and general products and transportation.

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Copper is an internationally traded commodity, the price of which is established on commodity markets throughout the world. Traditionally, the price of copper is closely related to economic cycles and largely determined by supply and demand. China has relatively small copper reserves, yet has the greatest copper demand globally, so it relies on copper imports to meet that demand. Demand for copper in China and the U.S. plays a major role in global price determination. Global consumption of refined copper has increased annually, and there continues to be a shortage of supply. The COVID-19 pandemic did not change this trend. However, we believe that the substantial increase in copper price in 2021 was attributable not only to the traditional supply and demand relationship but also to the fact that copper can be used to finance trade. During 2021, the price of copper was strong and volatile, which was very representative of the continued commodity boom. The SHFE copper price exhibited a strong upward trend in the first half of the year and fluctuated at high levels in the second half. The SHFE copper price reached an annual low of CNY56,860 (US$8,944) per ton in early February 2021, before it increased sharply and hit a ten-year high of CNY78,270 (US$12,312) per ton in mid-May 2021. The closing price at the end of 2021 was CNY70,380 (US$11,071) per ton, representing an increase of approximately 21.9% compared with the opening price at the beginning of the year.

The following table shows the world refined production and world demand of copper over the past five years:

   2017   2018   2019   2020   2021 
                     
World refined production (in thousands of tons)   23,518    23,808    23,929    24,427    24,807 
World demand (in thousands of tons)   23,701    24,221    24,326    25,033    25,214 
China’s refined production (in thousands of tons)   8,889    8,949    9,447    10,021    10,487 
China’s demand (in thousands of tons)   11,790    12,482    12,800    14,527     
LME average price (US$/ton)   7,264    5,965    6,174    7,766    9,721 
SHFE average price (CNY/ton)   55,740    48,170    49,280    57,970    70,120 

———————

Source: International Copper Study Group, World Bureau of Metal Statistics, LME, SHFE, Wind Economic Database.

 

Overview of Bayannaoer Mining

Bayannaoer Mining was established in 2005 to engage in mineral exploration activities in Bayannaoer City, located in the Inner Mongolia Autonomous Region of the PRC. The registered capital of Bayannaoer Mining is CNY59.48 million.

In 2005, Bayannaoer Mining obtained 11 exploration rights from the Land and Resources Department of Inner Mongolia Autonomous Region. Following completion of preliminary exploration activities and evaluation, management determined to retain exploration rights solely to the Moruogu Tong Mine; and, to date, has received a series of license renewals. Total exploration expenses related to these 11 exploration rights (exclusive of capitalized expenses that have not yet fully depreciated or amortized and administrative expenses) borne by Bayannaoer Mining incurred to date amount to approximately CNY35.60 million (US$5.60 million). The current exploration permit for the Moruogu Tong Mine runs until September 2026 and covers a site area of 7.81 square kilometers.

The Moruogu Tong Mine is located in Wulatehouqi, Bayannaoer City, in the Inner Mongolia Autonomous Region of the PRC. In 2006, Bayannaoer Mining engaged the Land and Resources Exploration and Development Institute of Inner Mongolia to carry out prospecting, including geophysical and drilling works. To date, exploration expenses of approximately CNY23.54 million (US$3.70 million), inclusive of amounts paid by Jijincheng Mining, have been incurred for the Moruogu Tong Mine, which were paid for by Bayannaoer Mining with self-owned capital, loans from a related party, and funds received pursuant to its Cooperation Agreement with Jijincheng Mining of approximately CNY6.72 million (US$1.06 million).

Pursuant to the Cooperation Agreement, Jijincheng Mining is responsible for engaging the exploration team for the northern part of Moruogu Tong Mine and providing the required funding. During the field exploration process, Bayannaoer Mining did not have its own exploration equipment. The exploration equipment – drilling machines – used at the Moruogu Tong Mine was provided and operated by third-party contractors until drilling work was done. Drilling machines at the mine were mainly powered by a diesel generator set, and a state power substation near the mine area. To date, the exploration program at the northern part of Moruogu Tong Mine has primarily involved the completion of mine geological surveying and mapping at 1:2000 covering an area of 3.22 square kilometers, which included trenching exploration works totaling 2,291.88 cubic meters in 16 trenches and 76 drilling holes (of which 55 predate the Collaboration Agreement) for a total of 22,272.86 meters. 1,641 different samples, including basic analysis samples, chemical analysis samples, spectra samples and aqueous analysis samples, etc., have been collected thus far during the exploration program.

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Initial results of the northern part exploration program indicate the presence of lead and silver, with the prospect that further surveying and exploration may indicate the presence of other ores such as copper. During 2021, activities at the Moruogu Tong Mine included the taking of five additional basic analysis samples and ten additional combined analysis samples; in addition, the exploration report was completed and approved by the government. The report reviews the geology of the mine and the previous exploration work, and evaluates the resources of 13 ore bodies in the mine, which are confirmed to contain lead and silver. At this stage of exploratory activities, we cannot predict whether sufficient ore of acceptable quality will be found at the Moruogu Tong Mine to warrant further exploration and/or extraction.

The current exploration work stage of the northern part of Moruogu Tong Mine has been completed. The future amount for the exploration project, including drilling expenses, site construction costs, grassland compensation fees and simple infrastructure construction costs in order to apply for a mining rights permit, is anticipated to be approximately CNY11.38 million (US$1.79 million). Bayannaoer Mining and Jijincheng Mining intend to seek other investors to play roles similar to those of Jijincheng Mining in order to proceed with the further exploration and analysis of the northern part of Moruogu Tong Mine, with an aim to apply for a mining rights permit. This exploration project is expected to be financed by funds received pursuant to the Cooperation Agreement and/or any new or similar cooperation agreement, and loans from a related party. While the results of preliminary prospecting suggest that the northern part of Moruogu Tong Mine contains mineable quantities of lead and silver, until further exploration and analysis is completed, the Company cannot predict the nature and extent of minerals contained at the mine or the commercial viability of pursuing a plan of extraction. It is possible that further exploration and analysis will not confirm initial findings and that continued activities in furtherance of mining operations will cease.

Exploration conducted in 2013 revealed geochemical anomalies associated with nickel and gold in the southern part of Moruogu Tong Mine but did not indicate any concentration. No exploration work has been carried out since 2013 in the southern part of the mine area with nickel and gold anomalies. Bayannaoer Mining plans to accelerate exploration progress and increase capital expenditures by another six drilling holes of 600 meters deep with an expected initial investment of CNY2.16 million in the southern part of the Moruogu Tong Mine to continue to explore the presence of nickel and other minerals.

Moruogu Tong Mine

The Moruogu Tong Mine is a concealed deposit or an underground mine, with minimum depth of about 40 meters below ground.

The main outcrop strata in and around the mine area are the third lithological member of Agulugou Formation of Zhaertaishan Group in the middle and upper Proterozoic, followed by the quaternary Holocene strata. There is no magmatic rock in the exploration area, and Permian granodiorite is found locally. In addition, gabbro dike, diabase dike and quartz dike are found in the area. The geotectonic location of the mine area is in the north wing of the Wolf Mountain anticline, with frequent tectonic activities and multiple periods of magma intrusion. The strata of the mine area are damaged by transformation, and the fold structure is not complete. The outcrop strata in the mine area are relatively simple, which are a monoclinal structure with a northeast-to-southwest strike and a southeastern tilt.

The Moruogu Tong Mine is located in the fault bundle of the Huogeqi dome at the north wing of the Haorige Mountain syncline. Monoclinal structures predominates and the strike is north-eastern. The lead ore (mineralized) bodies are produced in the third lithological member of Agulugou Formation, where quartzite and quartz schist with strong silicification are the main host rocks. The ore bodies are distributed in an area of 3,000 meters long from east to west and 1,000 meters wide from south to north, and 14 lead ore bodies have been delineated with orebody numbers of I-1, I-2, II-1, II-2, II-3, III, IV-1, IV-2, IV-3, IV-4, IV-5, IV-6, IV-7, and V.

The Moruogu Tong Mine is mainly a lead deposit associated with silver. The ore bodies occur in certain strata, whose genetic type belongs to air-exhaled sedimentary type, with lead deposit then transformed by hydrothermal process. The ore mineral compositions mainly include galena, sphalerite, pyrite, chalcopyrite, arsenopyrite and gangue mineral quartz, calcite, and mica, etc. The depth of the oxidized zone and mixed zone in this mine area is about 15 meters below ground. The primary zone is below 15 meters underground. The lead ore bodies delineated in this deposit are all in the primary zone, and the natural type of the ore is primary lead sulfide ore. The main useful constituent of this deposit is lead, with associated useful constituent of silver, so it is classified as lead and silver deposit.

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The key industrial indicators of the deposit are as follows:

Cutoff grade: Pb?0.3%;
Minimum industrial grade: Pb?0.7%;
Minimum minable thickness: ?1.0m;
Average grade of deposit: Pb ?1.81%;
Band rejected thickness: ?2m;
When the orebody thickness is less than the minable thickness and the grade is high, meter percentage can be used as an indicator: Pb?0.70 meter percentage; and
Industrial grade of associated useful constituent: Ag?2g/t.

Cooperation Agreement

On August 20, 2017, Bayannaoer Mining entered into the Cooperation Agreement with Jijincheng Mining, an unrelated third party. The Cooperation Agreement is intended to provide for financial support by Jijincheng Mining for the exploration and operating expenses of the northern part of Moruogu Tong Mine during the exploration stage such that Bayannaoer Mining is not required to make any further capital contribution for exploration activities, and for the allocation of rights and responsibilities between Bayannaoer Mining and Jijincheng Mining. According to the Cooperation Agreement, Jijincheng Mining is also responsible for engaging the exploration team and directing their activities. Pursuant to the Cooperation Agreement: (i) Bayannaoer Mining contributed the existing exploration results for the northern part of Moruogu Tong Mine; (ii) Jijincheng Mining provides the necessary funds for further exploration at the mine; (iii) Bayannaoer Mining enjoys full rights to any resources already discovered and confirmed by its independent exploration works conducted prior to commencement of the cooperative exploration project; (iv) Bayannaoer Mining and Jijincheng Mining will each receive a 50% interest in any newly discovered resources from the first 10 drilling holes in the cooperative exploration project; and (v) Bayannaoer Mining and Jijincheng Mining will receive 30% and 70% interests, respectively, in any newly discovered resources from drilling works beyond the first 10 drilling holes in the cooperative exploration project. Other details of the Cooperation Agreement, including allocations and distributions upon completion of exploration works, remain the subject of continuing discussion between the parties. To date, the total exploration expenses paid by Jijincheng Mining amount to approximately CNY6.72 million (US$1.06 million).

The foregoing description of the Cooperation Agreement is only a summary and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which has been translated into English and incorporated by reference as Exhibit 4.5 to this Annual Report.

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Geography

The following map shows the geography of Bayannaoer Mining’s exploration site and its surrounding areas:

The Moruogu Tong Mine of Bayannaoer Mining is located in Wulatehouqi, Bayannaoer City, in the Inner Mongolia Autonomous Region of the PRC. The mine is approximately 45 kilometers to Chaogewenduer Town and 40 kilometers to Qingshan Town. The Qingxian Road passes through the southern part of the mine and transportation is very convenient. Connectivity to water, electric and other necessary services will be addressed at the time of mine construction and development. The current exploration permit for the Moruogu Tong Mine runs from September 14, 2021, to September 13, 2026, and covers a site area of 7.81 square kilometers.

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Government Regulation of Mineral Exploration Activities

Under the “Mineral Resources Law,” all mineral resources in the PRC are owned by the state. Exploration and mining rights granted by the state permit recipients to conduct exploration or mining activities in a specific mining area during the specified license period. Although Bayannaoer Mining believes its exploration licenses will continue to be renewed as necessary, there can be no assurance that such will be the case or that Bayannaoer Mining will be able to obtain a mining license in the future and exploit the entire mineral resources of the Moruogu Tong Mine during its license period. If Bayannaoer Mining fails to renew its exploration rights upon expiry or if it cannot obtain a mining license and effectively extract the resources within the license period, the operation and performance of Bayannaoer Mining will be adversely affected.

Bayannaoer Mining’s exploration permit entitles it to undertake exploration activities in compliance with applicable laws and regulations, within the specific area covered by the license during the license period. Bayannaoer Mining is required to complete a prospecting report and a final appraisal and file with the relevant government authority before it can apply for mining rights and proceed to mine construction. A mining rights permit entitles the holder to undertake mining activities and infrastructure and ancillary work, in compliance with applicable laws and regulations, within the specific area covered by the license during the license period. Entities seeking mining rights are also obligated to pay natural resources fees in relation to sales of metal concentrates.

The State Administration for Environmental Protection is responsible for the supervision of environmental protection in, the implementation of national standards for environmental quality and discharge of pollutants for, and the supervision of the environmental management system of the PRC. Environmental protection bureaus at the county level or above are responsible for environmental protection within their jurisdictions.

The laws and regulations governing environmental protection require each applicant to lodge environmental impact statements for a construction project with the environmental protection bureaus. These statements must be filed prior to the commencement of construction, expansion or modification of a project. The environmental protection bureaus inspect new production facilities and determine compliance with applicable environmental standards, prior to the commencement of operations.

The “Environmental Protection Law” requires all operations that may cause pollution or produce other hazards to take environmental protection measures and to establish an environmental protection responsibility system. Such system includes the adoption of effective measures to prevent and control exhaust gas, sewage, waste residues, dust or other waste materials. Enterprises, institutions and other manufacturing operators subject to pollutant discharge permit administration shall discharge pollutants pursuant to the requirements of the pollutant discharge permit; discharge of pollutants shall not be allowed without a pollutant discharge permit. Pollutant-discharging enterprises, institutions and other manufacturing operators shall pay sewage fees pursuant to the relevant provisions.

If an enterprise violates the provisions of the law in discharging pollutants without obtaining a pollutant discharge permit, and refuse to stop discharging pollutants when being ordered to do so, the competent department of ecology and environment shall order it to make rectifications, restrict production or suspend production for rectification, and impose a fine; where the circumstance is serious, the said department shall report the case to the government with the approval authority for approval, and order the enterprise to suspend business or close down. Enterprises that have polluted and endangered the environment are responsible for remedying the danger and effects of the pollution, as well as for the payment of compensation for any losses or damages suffered as a result of such environmental pollution. A material violation of the Environmental Protection Law that causes a material loss to public and private belongings or personal injuries or death may result in criminal liabilities.

Management believes that Bayannaoer Mining is in material compliance with all applicable environmental protection requirements of the state.

Copper Trading Activities

Please see the discussion under “Item 4.A. INFORMATION ON THE COMPANY — History and Development of the Company — Copper Ore Trading” above for a description of our copper ore trading activities. In 2019 and 2020, we traded copper ore, and enjoyed related revenues of approximately CNY12.97 million and approximately CNY6.87 million, respectively. We have discontinued our copper ore trading activities. Our copper ore trading activities were not affected by seasonality. The business registration certificate of Bayannaoer Mining permits trading activity. There are no other special regulations with regard to copper trading in the PRC.

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Government Regulations on Overseas Offering and Listing

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

On December 27, 2021, the NDRC and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which became effective on January 1, 2022. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors.

On December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft Administration Measures, the overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or carried out in the PRC. According to the Draft Administration Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (ii) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) if there are material ownership disputes over the equity, major assets, and core technology, etc., of the issuer; (iv) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (v) if, in past three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; and (vi) other circumstances as prescribed by the State Council.

According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC (i) with respect to its initial public offering and listing within three business days, after its initial filing of the listing application to the regulator in the place of the intended listing, (ii) with respect to a follow-on offering within three business days after completion of the follow-on offering, (iii) with respect to a follow-on offering for purposes of acquiring specific assets, within three business days after the first public announcement of the transaction, and (iv) with respect to listing by means of reverse takeover, share swap, acquisition and similar transactions, within three business days after its initial filing of the listing application or the first public announcement of the transaction, as case may be. Non-compliance with the Draft Administration Measures or an overseas listing completed in breach of Draft Administration Measures may result in a warning on the relevant domestic companies or a fine of one to 10 million RMB on them. If the circumstances are serious, they may be ordered to suspend their business or suspend their business pending rectification, or their permits or businesses license may be revoked. Furthermore, the controlling shareholder, actual controllers, directors, supervisors, and senior executives of the domestic enterprises may be warned, or fined between 500,000 and 5 million RMB either individually or collectively.

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C.Organizational Structure

CHNR is a holding company directly or indirectly owning the following subsidiaries, to the extent indicated (as of March 31, 2022):

                                                                                   
                                           

CHNR

(BVI)

                         
                                                                   
                                                                                   
    100%         100%         100%         80%           100%         100%         100%         100%      
 

FMH Services

(Florida, US)

 

Feishang Mining

(BVI)

 

PST Technology

(HK)

 

Silver Moon

(BVI)

   

China Coal

(HK)

 

Sunwide

(BVI)

 

Newhold

(BVI)

 

Pineboom

(BVI)

 
                   
                                                                                   
                        100%                                         100%         100%      
                     

Shenzhen New

PST

(PRC)

                         

Feishang

Yongfu

(HK)

 

Feishang

Dayun

(HK)

 
                                               
                                                                                   
                        100%                                         100%                
                     

Shenzhen Qianhai

(PRC)

                         

Yangpu
Shuanghu

(PRC)

     
                                                 
                                                                                   
                        51%                               100%         100%                
                     

Shanghai

Onway

(PRC)

                   

Bayannaoer Mining

(PRC)

   

Yunnan Mining

(PRC)

     
                                                 
                                                                                   
              100%                   55%                               100%                
           

Zhejiang

Xinyu

(PRC)

           

Shaoguan

Angrui

(PRC)

                       

Feishang
Management

(PRC)

           
                                                           
                                                                                   

 

All current operations are conducted by Bayannaoer Mining and Shanghai Onway, and its subsidiaries Zhejiang Xinyu and Shaoguan Angrui. See “Item 4.B. INFORMATION ON THE COMPANY – Business Overview.”

Feishang Management

Feishang Management was incorporated in the PRC in October 2008. It is a wholly owned subsidiary of Yunnan Mining and is engaged in providing management and consulting services to the other companies in the Group. Feishang Management currently serves as a cost center for the Group.

Inactive Subsidiaries

The following subsidiaries are not currently engaged in active operations but remain in good standing in their home jurisdictions and are poised to participate in future opportunities, should they arise:

China Coal

China Coal was incorporated in Hong Kong in January 2008. It is a wholly owned subsidiary of CHNR.

Feishang Dayun

Feishang Dayun was incorporated in Hong Kong in June 2008. It is a wholly owned subsidiary of Pineboom.

Feishang Mining

Feishang Mining was incorporated in the BVI in September 2004. It is a wholly owned subsidiary of CHNR.

Feishang Yongfu

Feishang Yongfu was incorporated in Hong Kong in June 2008. It is a wholly owned subsidiary of Newhold.

FMH Services

FMH Services is a Florida company incorporated in November 2007 in connection with a proposed transaction that was not consummated. FMH Services, which is wholly owned by CHNR, is currently dormant.

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Newhold

Newhold was incorporated in the BVI in July 2008. It is a wholly owned subsidiary of CHNR.

Pineboom

Pineboom was incorporated in the BVI in May 2008. It is a wholly owned subsidiary of CHNR.

PST Technology

PST Technology was incorporated in Hong Kong in January 2018. It is a wholly owned subsidiary of CHNR.

Shenzhen New PST

Shenzhen New PST was incorporated in the PRC in March 2018. It is a wholly owned subsidiary of PST Technology.

Shenzhen Qianhai

Shenzhen Qianhai was incorporated in the PRC in January 2015. It is a wholly owned subsidiary of Shenzhen New PST.

Silver Moon

Silver Moon is a BVI company incorporated in March 2000. Silver Moon, which is 80% owned by CHNR, is currently dormant.

Sunwide

Sunwide was incorporated in the BVI in January 2001. Sunwide, which is a wholly owned subsidiary of CHNR, is currently dormant.

Yangpu Shuanghu

Yangpu Shuanghu was incorporated in the PRC in May 2004. It is a wholly owned subsidiary of Feishang Yongfu.

Yunnan Mining

Yunnan Mining was incorporated in the PRC in June 2007. It is a wholly owned subsidiary of Yangpu Shuanghu.

D.Property, Plant and Equipment

The Company’s administrative offices and its principal subsidiaries are located in Hong Kong, Shenzhen (Guangdong province), Shanghai and Bayannaoer City (Inner Mongolia Autonomous Region) in the PRC.

On April 1, 2017, the Company signed an office sharing agreement with Anka Consultants Ltd. (“Anka”), a related party, which superseded all previously signed agreements between the parties, pursuant to which the Company shares 184 square meters of the total area of the office premises. The agreement also provides that the Company shares certain costs and expenses in connection with its use of the office, in addition to certain accounting and secretarial services and day-to-day office administration services provided by Anka. Anka’s current lease with the unrelated landlord is for two years, from July 1, 2020, to June 30, 2022. For the years ended December 31, 2019, 2020 and 2021, the Company paid its share of rental expenses and rates to Anka amounting to approximately CNY1,105,000, CNY930,000 and CNY752,650 (US$118,418), respectively.

On January 1, 2018, Feishang Management signed an office sharing agreement with Feishang Enterprise. On October 1, 2021, Feishang Management signed a new contract with Feishang Enterprise, which will expire on September 30, 2022. Pursuant to the agreement, Feishang Management shared 40 square meters of the office premises, and annual rent was CNY165,600, CNY165,600 and CNY165,600 (US$26,055) for the years ended December 31, 2019, 2020 and 2021, respectively.

Shanghai Onway

 

The offices of Shanghai Onway are headquartered in Shanghai City, while the offices of its subsidiaries Zhejiang Xinyu and Shaoguan Angrui are located in Huzhou City of Zhejiang Province and Shaoguan City of Guangdong Province, respectively, in the PRC. The property, plant and equipment of Shanghai Onway mainly includes vehicles, office and electronic equipment, and furniture, with a total net value as of December 31, 2021, of approximately CNY0.63 million (US$0.10 million).

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On November 1, 2020, Shanghai Onway signed lease agreements with a third-party landlord pursuant to which Shanghai Onway leases office premises located at Rooms 201, 202, 204, 205, 207, 208 and 209, #1 Building, Lianhua Nan Road, Minhang District in Shanghai City. The office covers an area of 661.85 square meters for a lease term of five years, expiring on October 31, 2025.

On November 1, 2020, Zhejiang Xinyu signed lease agreements with a third-party landlord pursuant to which Zhejiang Xinyu leases office premises located at Room 1201, A2 Building, 6 Block, #666 Nanlin Zhong Road, Nanxun District, Huzhou City of Zhejiang Province in the PRC. The office covers an area of 219.7 square meters for a lease term of two years, expiring on October 31, 2022.

On May 1, 2018, Shaoguan Angrui signed lease agreements with a private individual pursuant to which Shaoguan Angrui leases a building located at #28 Cunnan Village, Xihe Town, Wujiang District, Shaoguan City of Guangdong Province in the PRC as office premises. The lease has a term of one year with annual rent of CNY72,000 (US$11,328), and may be renewed annually on demand.

Bayannaoer Mining

The offices and exploration site of Bayannaoer Mining are located in Bayannaoer City, Inner Mongolia Autonomous Region in the PRC. The property, plant and equipment of Bayannaoer Mining mainly includes buildings, vehicles, office equipment and furniture, with a total net value as of December 31, 2021, of approximately CNY0.09 million (US$0.01 million). On May 11, 2021, Bayannaoer Mining signed an annual lease agreement with private individuals pursuant to which Bayannaoer Mining leases office premises located at 10/F, Huaao Building, Shengli North Road in Bayannaoer City. The office covers an area of 186 square, and annual rent is CNY55,800 (US$8,779).

The Moruogu Tong Mine exploration site is located in Northwestern Qingshan Town, Wulatehouqi in Bayannaoer City and covers an area of approximately 7.81 square kilometers. As is typical in the PRC, the PRC government owns all of the land on which the exploration activities are carried out. Bayannaoer Mining assumed the rights to use the land when it obtained the exploration right from the Land and Resources Department of Inner Mongolia Autonomous Region in 2005. We are still in the exploration stage of mining the Moruogu Tong Mine, and have not yet produced any silver, lead or copper. To date, the exploration program has indicated the presence of lead and silver, with the prospect that further surveying and exploration may indicate the presence of other ores such as copper. For the location of the Moruogu Tong Mine, please refer to the map located in “Item 4.B. INFORMATION ON THE COMPANY — Business Overview — Metal Exploration Activities – Geography” above.

In the event we determine to pursue a mining permit and thereafter engage in mining at the Moruogu Tong Mine, we will be required, among other things, to construct and develop the mine, including roads and making provision for water and electricity at the mine site. There will be significant capital expense for these and other projects. We intend to fund those capital expenditures from the proceeds of loans from our Related-Party Debtholders, if available, payments pursuant to the Cooperation Agreement and, to the extent deemed necessary, bank borrowings.

 

See “Item 4.B. INFORMATION ON THE COMPANY – Business Overview – Government Regulation of Mineral Exploration Activities,” above, for a discussion of environmental laws affecting the Moruogu Tong Mine.

 

ITEM 4A.UNRESOLVED STAFF COMMENTS

None.

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of the results of operations and the Company’s financial position should be read in conjunction with the audited consolidated financial statements and accompanying notes included elsewhere herein. The consolidated financial statements of the Company have been prepared in accordance with IFRS as issued by the IASB. This section contains certain forward-looking statementswithin the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of our future performance or results and our actual results could materially differ from those disclosed in the forward-looking statements. In evaluating our business, you should carefully consider the information provided in Item 3.D. Key Information – Risk Factors.

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A.Operating Results

Overview

 

The Company is currently engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of related consulting and professional technical services. In addition, we are engaged in metals exploration and mining activities in Inner Mongolia Autonomous Region of the PRC, including exploring for lead, silver and other nonferrous metal.

 

The Company’s rural wastewater treatment operations were acquired through the acquisition in July 2021 of PST Technology, which acquisition was a common control transaction. Accordingly, prior periods have been adjusted as if PST Technology was part of the Company during such periods.

 

Revenue

Revenue primarily consists of revenue from construction contracts, operation and maintenance services, operation services for the Wujiang Project, which we refer to as the “service concession arrangement,” sales of water treatment equipment, and sales of copper ores. The sale of copper ores was ceased by Bayannaoer Mining in the second half of 2020 due to the volatile fluctuations of copper’s price.

The following table sets forth the principal components of our revenue for the periods indicated:

   Amounts in thousands 
   Year Ended December 31, 
   2019   2020   2021   2021 
   CNY   CNY   CNY   US$ 
   (As adjusted)   (As adjusted)         
Wastewater treatment                    
Sales of water treatment equipment   2,275             
Construction contract revenue   37,773    7,665    12,203    1,920 
Operation and maintenance services   3,245    3,561    183    29 
EPC projects subtotal   43,293    11,226    12,386    1,949 
Operation services of service concession arrangement   2,295    2,295    5,953    937 
 Construction services of service concession arrangement   88,622    22,110    396    62 
PPP project (or the Wujiang Project) subtotal   90,917    24,405    6,349    999 
                     
Exploration and mining                    
Sales of copper ores   12,969    6,867         
                     
Total   147,179    42,498    18,735    2,948 

 

Cost of Sales

Cost of sales primarily consists of the purchase of inventories in relation to copper trading activities, and costs relating to the construction of water treatment facilities, such as raw materials, spare parts, consumables, and outsourced costs charged by subcontractors.

Selling and Distribution Expenses

Selling and distribution expenses primarily consist of business development expenses, payroll, travel expenses and related expenses for employees involved in selling and distribution activities.

 

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Administrative Expenses

Administrative expenses primarily consist of salaries and staff welfare expenses, professional service fees, travel and entertainment expenses, depreciation and amortization, and other general corporate function related expenses.

Other Operating Income/(Loss)

Other operating income/(loss) primarily consists of government grants and tax refunds, and other non-operating income or expenses.

Fair Value Gain/(Loss)

Fair value gain or loss represents the net changes in fair value of the 120 million shares of FARL held by the Company from August 17, 2020 until their disposition on July 27, 2021, and the net changes in fair value of warrants issued to investors on January 20, 2021.

Impairment Loss on Financial Assets

Impairment loss on financial assets represents the allowance provided by the Company for expected credit losses on trade receivables. Please see Notes 15 and 16 to the audited consolidated financial statements herein for further information.

Impairment Loss on Intangible Assets

Impairment loss on intangible assets represents impairment charges recognized by the Company according to the result of annual impairment tests for long-lived assets.

Impairment Loss on Goodwill

Impairment loss on goodwill represents impairment charges recognized by the Company to goodwill arising from the acquisition of wastewater treatment business on June 30, 2017.

Finance Costs

Finance costs consist primarily of interest expense on loans and borrowings.

Finance Income

Finance income consists primarily of interest income on loans to related parties and a third party, and interest income derived from revenue contracts and service concession arrangement with significant financing component, which arise under IFRS due to the imputed credit terms attendant to the delayed payment terms we offer our customers. Imputed finance income under our service concession arrangement is recognized on an accrual basis using the effective interest rate times the net carrying amount of the financial asset we recognize in connection with the service concession arrangement. See “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions” for further information regarding loans to and from related parties.

Income Tax Benefit/(Expense)

The Company is not subject to taxes in the United States.

Under the current laws of the BVI, dividends and capital gains arising from the Company’s investments in the BVI are not subject to income taxes and no withholding tax is imposed on payments of dividends to the Company.

The Company’s subsidiaries in Hong Kong are subject to Hong Kong profits tax rate of 16.5%, while foreign-derived income is exempted from income tax. There is no withholding tax in Hong Kong on the remittance of dividends.

 

The Company’s subsidiaries in the PRC are subject to a PRC enterprise income tax rate of 25% applicable to both foreign invested enterprises and domestic companies. Shanghai Onway was subject to tax at a preferential tax rate of 12.5% for the years ended December 31, 2019 and 2020, and subject to a tax rate of 25% for the year ended December 31, 2021 and thereafter. Shaoguan Angrui was fully exempted from income tax according to the PRC corporate income tax laws and related regulations for the years ended December 31, 2019, 2020 and 2021. Shaoguan Angrui will enjoy a preferential tax rate of 12.5% for the years ended December 31, 2022, 2023 and 2024, and will be subject to a tax rate of 25% thereafter.

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Results of Operations

The following table sets out our consolidated results of operations for the periods indicated:

   Amounts in thousands, except per share data 
   Year Ended December 31, 
   2019   2020   2021   2021 
   CNY   CNY   CNY   US$ 
   (As adjusted)   (As adjusted)         
Consolidated Statements of Profit or Loss Data                    
Revenue   147,179    42,498    18,735    2,948 
Cost of sales   (132,141)   (39,215)   (18,494)   (2,910)
Gross profit   15,038    3,283    241    38 
                     
Selling and distribution expenses   (828)   (758)   (922)   (145)
Administrative expenses   (19,904)   (18,853)   (22,869)   (3,598)
Other income/(loss)   1,431    1,616    (183)   (29)
OPERATING LOSS   (4,263)   (14,712)   (23,733)   (3,734)
                     
Fair value gain/(loss) on financial instruments, net       31,334    (38,349)   (6,034)
Impairment losses on financial assets   (9,367)   (4,162)   (3,330)   (524)
Impairment loss on intangible assets   (16,662)            
Impairment loss on goodwill   (31,478)            
Finance costs   (340)   (3,749)   (4,359)   (686)
Finance income   12,808    15,468    16,935    2,665 
                     
(LOSS)/PROFIT BEFORE INCOME TAX   (49,302)   24,179    (52,836)   (8,313)
                     
Income tax benefit/(expense)   1,374    (1,258)   (2,135)   (336)
                     
(LOSS)/PROFIT FOR THE YEAR   (47,928)   22,921    (54,971)   (8,649)
                     
ATTRIBUTABLE TO:                    
Owners of the Company   (43,042)   24,336    (48,152)   (7,576)
Non-controlling interests   (4,886)   (1,415)   (6,819)   (1,073)
                     
    (47,928)   22,921    (54,971)   (8,649)
                     
(LOSS)/EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY:                    
Basic and diluted                    
- (Loss)/earnings per share   (1.54)   0.78    (1.18)   (0.19)

 

Years Ended December 31, 2021 and 2020

The Company restated the comparative financial statements for the year ended December 31, 2020 to account for a common control transaction (the acquisition of PST Technology) using the pooling of interest method.

Revenue. Revenue decreased by CNY23.76 million (US$3.74 million) from CNY42.50 million for the year ended December 31, 2020 to CNY18.74 million (US$2.95 million) for the year ended December 31, 2021. The decrease in revenues was mainly caused by the completion of the construction phase of the Wujiang Project in January 2021, and no more revenue recognition from the related construction services thereafter as well as the cessation of copper ore trading in the second half of 2020 due to the volatile fluctuations of copper’s price.

Cost of sales. Cost of sales decreased by CNY20.73 million (US$3.26 million) from CNY39.22 million for the year ended December 31, 2020 to CNY18.49 million (US$2.91 million) for the year ended December 31, 2021. This decrease was mainly caused by the completion of the construction phase of the Wujiang Project in January 2021.

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Selling and Distribution Expenses. Selling and distribution expenses increased by CNY0.16 million (US$0.03 million) from CNY0.76 million for the year ended December 31, 2020 to CNY0.92 million (US$0.15 million) for the year ended December 31, 2021. The increase was mainly due to strengthened business development efforts in 2021.

Administrative Expenses. Administrative expenses increased by CNY4.02 million (US$0.63 million) from CNY18.85 million for the year ended December 31, 2020 to CNY22.87 million (US$3.60 million) for the year ended December 31, 2021. The increase was mainly caused by professional service fees related to the Company’s private placement in January 2021 and the acquisition of PST Technology in July 2021.

Other Income/(Loss). Other income/(loss) decreased by CNY1.80 million (US$0.28 million) from CNY1.62 million of income for the year ended December 31, 2020 to CNY0.18 million (US$0.03 million) of loss for the year ended December 31, 2021. The decrease was caused by a drop in government grants and tax refunds.

Fair Value Gain/(Loss) on financial instruments, net. Fair value gain/(loss) on financial instruments, net decreased by CNY69.68 million (US$10.96 million) from CNY31.33 million of gain for the year ended December 31, 2020 to CNY38.35 million (US$6.03 million) of loss for the year ended December 31, 2021. The decrease was caused by the fluctuation of fair values of the Company’s outstanding warrants and the FARL shares.

Impairment Losses on Financial Assets. Impairment losses on financial assets decreased by CNY0.83 million (US$0.13 million) from CNY4.16 million for the year ended December 31, 2020 to CNY3.33 million (US$0.52 million) for the year ended December 31, 2021. The decrease was because the amount of trade receivables generated in prior years and collected in 2021 exceeded the amount of trade receivables generated in 2021 due to the lower revenue in 2021.

Finance Costs. Finance costs increased by CNY0.61 million (US$0.10 million) from CNY3.75 million for the year ended December 31, 2020 to CNY4.36 million (US$0.69 million) for the year ended December 31, 2021. This was due to interest expense from the bank loan that we took out in connection with the Wujiang Project (described in greater detail below) no longer being capitalized into the Company’s intangible assets relating to its rights under the service concession arrangement in 2021 as a result of the completion of construction of the Wujiang Project.

 

Finance Income. Finance income increased by CNY1.47 million (US$0.23 million) from CNY15.47 million for the year ended December 31, 2020 to CNY16.94 million (US$2.67 million) for the year ended December 31, 2021. Factors contributing to this increase included the rise of interest income from the service concession arrangement relating to a financing component which arose due to a guaranteed 28-year long collection period for construction services for the Wujiang Project. As the construction phase of Wujiang Project was completed and put into service in January 2021, both revenue from the operation services of the service concession arrangement and interest income from the service concession arrangement increased accordingly.

 

Income Tax Benefit/(Expense). Income tax expense increased by CNY0.88 million (US$0.14 million) from CNY1.26 million for the year ended December 31, 2020 to CNY2.14 million (US$0.34 million) for the year ended December 31, 2021. The increase was caused by the combined effects of the reversal of a prior withholding enterprise income tax payable amounting to CNY6.59 million in 2020 and a deferred tax expense arising from taxable temporary differences in 2021.

Net Loss. As a result of the foregoing, our net loss increased by CNY77.89 million (US$12.25 million) from net profits of CNY22.92 million for the year ended December 31, 2020, to a net loss of CNY54.97 million (US$8.65 million) for the year ended December 31, 2021.

 

Years Ended December 31, 2020 and 2019

The Company restated the comparative financial statements for the years ended December 31, 2020 and 2019 to account for a common control transaction (the acquisition of PST Technology) using the pooling of interest method.

Revenue. Revenue decreased by CNY104.68 million from CNY147.18 million for the year ended December 31, 2019 to CNY42.50 million for the year ended December 31, 2020. The decrease in revenues was primarily due to the bulk of the construction phase of the Wujiang Project being completed in 2019, leading to more revenue from construction services being recognized in 2019. In addition, the breakout of COVID-19 pandemic in 2020 also negatively affected business development and construction contract revenue.

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Cost of sales. Cost of sales decreased by CNY92.92 million from CNY132.14 million for the year ended December 31, 2019 to CNY39.22 million for the year ended December 31, 2020. The drop was due to the decrease in the amount of construction activity relating to the Wujiang Project in 2020 compared to 2019.

Selling and Distribution Expenses. Selling and distribution expenses decreased by CNY0.07 million from CNY0.83 million for the year ended December 31, 2019 to CNY0.76 million for the year ended December 31, 2020.

Administrative Expenses. Administrative expenses decreased by CNY1.05 million from CNY19.90 million for the year ended December 31, 2019 to CNY18.85 million for the year ended December 31, 2020. The decrease was caused by the drop in salaries and bonuses in 2020 as a result of decreased headcount in 2020 compared to 2019.

Other Income/(Loss). Other income/(loss) increased by CNY0.19 million from CNY1.43 million of income for the year ended December 31, 2019 to CNY1.62 million for the year ended December 31, 2020.

Fair Value Gain/(Loss) on financial instruments, net. Fair value gain on financial instruments, net increased by CNY31.33 million from nil for the year ended December 31, 2019 to CNY31.33 million for the year ended December 31, 2020. The increase was caused by the fair value change of the 120 million shares of FARL that the Company received in 2020.

Impairment Losses on Financial Assets. Impairment losses on financial assets decreased by CNY5.21 million from CNY9.37 million for the year ended December 31, 2019 to CNY4.16 million for the year ended December 31, 2020. This was due to a decrease of in the amount of receivables expected to be uncollectible in 2020 compared to 2019, driven by lower revenues in 2020.

Impairment Losses on Intangible Assets. Impairment losses on intangible assets decreased from CNY16.66 million for the year ended December 31, 2019 to nil for the year ended December 31, 2020. This was due to the impairment of intangible assets in 2019 associated with the wastewater treatment business in view of less optimistic earnings forecasts, driven by the expectation that business volume and profitability would decline due to regional market saturation.

Impairment Loss on Goodwill. Impairment loss on goodwill decreased by CNY31.48 million from CNY31.48 million for the year ended December 31, 2019 to nil for the year ended December 31, 2020. This was due to the full impairment in 2019 of the goodwill associated with the wastewater treatment business in view of less optimistic earnings forecasts, driven by the expectation that business volume and profitability would decline due to regional market saturation.

Finance Costs. Finance costs increased by CNY3.41 million from CNY0.34 million for the year ended December 31, 2019 to CNY3.75 million for the year ended December 31, 2020. This was caused by the draw of a CNY80 million secured term loan (the “Bank Loan”) from the Bank of Communications in 2020, at an annual interest rate of 5.05%.

 

Finance Income. Finance income increased by CNY2.66 million from CNY12.81 million for the year ended December 31, 2019 to CNY15.47 million for the year ended December 31, 2020. This was mainly caused by the increase of interest income from the service concession arrangement.

 

Income Tax Benefit/(Expense). Income tax expense increased by CNY2.63 million from CNY1.37 million of income tax benefit for the year ended December 31, 2019 to CNY1.26 million of income tax expense for the year ended December 31, 2020. The increase of income tax expense was due to the combined effects of (i) taxable profits in 2020 compared with taxable loss in 2019; (ii) reversal of a prior withholding enterprise income tax payable amounting to CNY6.59 million in 2020; and (iii) CNY4.43 million of deferred tax benefit being recognized in 2019 due to the impairment of intangible assets.

Net Profit. As a result of the foregoing, our net profits increased by CNY70.85 million from net loss of CNY47.93 million for the year ended December 31, 2019, to net profits of CNY22.92 million for the year ended December 31, 2020.

 

Impact of Government Policies on the Company’s Operations

In response to the outbreak of COVID-19, the PRC government took a slew of unprecedented measures intended to control its spread, including quarantines, restrictions on travel and public gatherings, and temporary closure of certain businesses and facilities. These policies significantly affected our operations by restricting the movement of our employees, affecting our supply chains, disrupting the exploratory activities in our Moruogu Tong Mine and the rural wastewater treatment activities by Shanghai Onway, and causing significant price fluctuations in various markets. Also, large-scale quarantines and travel restrictions from time to time could lead to a slowdown in the general economy and the markets we intend to serve. There remains uncertainty on how long these impacts will last and whether they will escalate in the future. For further details of the impact on our operations of governmental policies in response to COVID-19, please refer to “Item 3.D. KEY INFORMATION – Risk Factors – Risks Relating to the Ongoing COVID-19 Pandemic – COVID-19 has disrupted our operations, and may further disrupt our operations or adversely affect our operations and financial position in the future, and may exacerbate the various other Risk Factors that we face,” and “— Trend Information”.

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Our rural wastewater treatment business is highly dependent upon national and local government policies. In recent years, the PRC government has put an increasing emphasis on environmental protection and has introduced various policies to increase the awareness and support the development of environmental protection in China, especially in the rural areas, after the development of the industry had already been relatively mature in the urban areas. Demand for Shanghai Onway’s products and services, as well as that in the environmental protection industry in general, is largely driven by government policies. Many of Shanghai Onway’s customers are local governments, who have been investing heavily in environmental protection and prevention of water and air pollution. Shanghai Onway stands to benefit from the great potential and rapid development of the industry, but any unforeseen changes in future government policies could considerably alter the market dynamics of the industry and adversely affect our operations. If, for example, future policies substantially raise the discharge standards or alter any other technical specifications, Shanghai Onway may not be able to comply with those standards with its current technologies and may be forced to cease operations if it fails to achieve technological advancement.

Our metals exploration activities are subject to government regulations in various aspects, and our failure to comply with applicable government regulations could adversely affect our operations and subject us to fines and other penalties including suspension or termination of our business permits.

B.Liquidity and Capital Resources

The Company’s primary liquidity needs are to fund operating expenses, capital expenditures and acquisitions. As of December 31, 2021, the Company financed its working capital requirements and capital expenditures through internally generated cash from prior years, our Bank Loan, non-interest-bearing loans from the Related-Party Debtholders, funds provided pursuant to the Cooperation Agreement, and the sale of 3,960,000 common shares and associated warrants to purchase up to 1,980,000 common shares at an offering price of US$1.85 per share in January 2021. See “Item 10.C. ADDITIONAL INFORMATION – Material Contracts.” In view of the operating loss of the wastewater treatment business and the pre-revenue exploration stage of the Moruogu Tong Mine, the Company expects that the availability of internally generated funds to sustain operations will decrease for the foreseeable future. Although we believe that our working capital is sufficient for our present requirements and to continue our current operations over the next 12 months, as we intend to explore other business opportunities in the PRC and to diversify our operations as we move into our next phase of growth, we envisage engaging in further capital-raising activities.

We have received letters from Feishang Group and Feishang Enterprise, entities controlled by Mr. Li Feilie, the principal beneficial shareholder of the Company, which state that Feishang Group and Feishang Enterprise will provide continuous financial support to the Group in relation to the going concern of its operations, and will not recall any amounts due to them until the Group has sufficient liquidity to finance its operations, and that Feishang Enterprise will pay debts on behalf of the Group when needed. As such, we believe that we will be able to obtain adequate amounts of cash to meet our requirements beyond the next 12 months.

The revenue and expenses of our PRC subsidiaries are denominated in Renminbi. We pay our corporate expenses in either Hong Kong dollars or U.S. Dollars. The conversion of Renminbi into other currencies is strictly regulated by the PRC government. See “Item 3.D. – KEY INFORMATION – Risk Factors” and “Item 10.D. ADDITIONAL INFORMATION – Exchange Controls” for discussion of exchange controls in the PRC.

As of December 31, 2021, the breakdown of cash (in thousands) held in different currencies is as follows:

Currency and Amount   CNY Equivalent   US$ Equivalent
CNY37,333     37,333       5,874  
HK$1,245     1,015       160  
US$3,148     20,011       3,148  
Total     58,359       9,182  

The Company expects to maintain a balanced portfolio of foreign currencies in order to meet its cash obligations in different currencies for its expenses, capital expenditures and acquisitions. Management does not anticipate the payment of dividends or any similar profit distribution from the Company’s PRC subsidiaries in the foreseeable future.

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Cash Flows

The following table sets forth the Company’s cash flows for each of the three years ended December 31, 2019, 2020, and 2021:

   Years Ended December 31, 
   2019   2020   2021 
   CNY’000   CNY’000   CNY’000 
Cash and cash equivalents at beginning of year   49,396    59,398    56,580 
Net cash used in operating activities   (30,340)   (46,526)   (12,068)
Net cash (used in)/from investing activities   (2,453)   (5,168)   53,352 
Net cash from/(used in) financing activities   42,822    48,595    (38,786)
Net increase/(decrease) in cash and cash equivalents   10,029    (3,099)   2,498 
Effect of exchange rate changes on cash   (27)   281    (719)
Cash and cash equivalents at end of year   59,398    56,580    58,359 

 

Operating Activities

 

Net cash used in operating activities was CNY12.07 million (US$1.90 million) in 2021, compared to CNY46.53 million in 2020. The decrease of cash outflows from operations in 2021 was mainly attributable to more trade payables and liabilities being paid in 2020 as the Wujiang Project and most of our EPC projects were completed in 2020 and the outstanding payables are due for settlement at a later date, leading to less payments in 2021.

Net cash used in operating activities was CNY46.53 million in 2020, compared to of CNY30.34 million in 2019. The increase of cash outflows in 2020 was mainly attributable to more trade payables and liabilities being paid in 2020 as the Wujiang Project and most of EPC projects had been completed in 2020 and the outstanding payables were due for settlement at a later date.

Investing Activities

 

Net cash from investing activities was CNY53.35 million (US$8.40 million) in 2021, compared to net cash used in investing activities of CNY5.17 million in 2020. The increase of cash inflows in 2021 mainly represents repayments from Xizang Xingwang, a related party, of an unsecured, non-interest bearing loan extended by Shenzhen Qianhai, our wholly owned subsidiary. Please see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Balances with Related Parties” for further information.

 

Net cash used in investing activities was CNY5.17 million in 2020, compared to CNY2.45 million in 2019. The increase of cash outflows in 2020 was primarily due to higher level of capital expenditures relating to the Wujiang Project in 2020.

 

Financing Activities

 

Net cash used in financing activities was CNY38.79 million (US$6.10 million) in 2021, compared to net cash from financing activities of CNY48.60 million in 2020. The increase in cash used in financing activities was a result of net repayments to related parties, which were partially offset by the proceeds from our registered public offering of common shares and concurrent private placement of warrants in January 2021. Please see “Item 10.C. ADDITIONAL INFORMATION – Material Contracts” for further details.

Net cash flows from financing activities were CNY48.60 million in 2020, compared to CNY42.82 million in 2019. The increase of cash from financing activities was primarily due to the Bank Loan. We drew CNY30.0 million under the Bank Loan in 2019, and CNY50.0 million in 2020.

 

Equity Financing

On January 20, 2021, we raised approximately US$6.37 million in net proceeds through our registered direct offering of common shares and private placement of warrants after deducting placement agent’s fees and other fees and expenses. See “Item 10.C. ADDITIONAL INFORMATION – Material Contracts.”

 

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Bank Loan

 

We entered into the CNY80.0 million facility on August 29, 2019 and drew down CNY30.0 million in September 2019 and CNY50.0 million in January 2020, respectively, under the terms of the Bank Loan. The proceeds of the Bank Loan were used for the construction of wastewater treatment infrastructure in villages and towns in the Wujiang Project. The annual interest rate of our Bank Loan is fixed at 5.05%. The Bank Loan is secured by certain rights and receivables related to the Wujiang Project, a pledge by Shanghai Onway and the non-local government investors in Shaoguan Angrui of their collective 80% equity interests in Shaoguan Angrui, and guaranteed by Feishang Enterprise and Shanghai Onway, who are primarily liable for amounts due under the Bank Loan. In addition to customary covenants, the Bank Loan includes provisions, among others, regarding the ongoing proper functioning of the Wujiang Project. The outstanding balance of the Bank Loan is due in equal annual instalments: of CNY3.0 million until December of 2023; CNY4.0 million from 2024 to 2028; CNY5.0 million from 2029 to 2034; CNY6.0 million at 2035; and CNY5.0 million from 2036 to 2038, when the Bank Loan matures.

 

Other Receivables

 

On June 30, 2021, Shenzhen Qianhai signed a loan agreement with Shenzhen Chaopeng Investment Co., Limited (“Shenzhen Chaopeng”), pursuant to which Shenzhen Chaopeng borrowed CNY80.0 million from Shenzhen Qianhai with an annual interest rate of 9% and a term of one year. Upon the expiration of the loan, the principal and interest shall be repaid in a lump sum. The loan is guaranteed by Shenzhen Feishang Investment Co., Limited, which is a wholly owned subsidiary of Shenzhen Chaopeng. The ultimate beneficial owner of Shenzhen Chaopeng is Zhang Jian, an unrelated individual.

 

Contractual Obligations

 

The following table summarizes our contractual obligations as of December 31, 2021:

   Payments due by period 
   Total   Within 1 year   1 to 3 years   3 to 5 years   Thereafter 
   CNY’000   CNY’000   CNY’000   CNY’000   CNY’000 
                     
Lease liabilities   2,401    1,047    1,014    340     
Long-term debt obligations, including current portion   113,813    6,882    14,295    14,497    78,139 
    116,214    7,929    15,309    14,837    78,139 

 

Other Known Contractual and Other Obligations

Please refer to “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions” for a discussion of amounts due to and from our affiliates.

Except as disclosed above and discussed under “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Acquisition of FARL Shares in Exchange for Newly Issued Company Shares” and “Item 7.B. – MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Acquisition of PST Technology,” there have been no significant changes in the Company’s financial condition and liquidity during the years ended December 31, 2019, 2020 and 2021.

Under the Cooperation Agreement, Jijincheng Mining, rather than the Company, is the party to any contracts relating to exploratory work relating to the northern part of Moruogu Tong Mine. In the event we determine to pursue a mining permit and thereafter engage in mining at the Moruogu Tong Mine, we will be required, among other things, for mine construction and development, to build roads and make provision for water and electricity at the mine site. There will be significant capital expense for these and other projects. We intend to fund those capital expenditures from the proceeds of loans from our Related-Party Debtholders, if available, payments pursuant to the Cooperation Agreement and, to the extent deemed necessary, bank borrowings.

C.Research and Development, Patents and Licenses, Etc.

The Company did not make any significant expenditures on Company-sponsored research and development activities during each of the last three fiscal years. Please refer to “Item 4.B. – INFORMATION OF THE COMPANY – Business Overview” for the details of the Group’s current patents.

D.Trend Information

We believe that the following factors which impact our various revenue and expense items (as described below) have had, and will continue to have, a significant effect on the development of our business, financial position and results of operation.

In July 2021, the Company entered into environmental protection business through acquisition of a 51% equity interest in Shanghai Onway, a PRC company which is principally engaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment, undertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of consulting and professional technical services. In recent years, the PRC environmental protection industry has grown quickly. Shanghai Onway stands to benefit from the great market potential and an increasing number of government policies in support of the industry development. However, the larger market has also attracted a large number of new participants, which has resulted in increasingly intense market competition. Shanghai Onway’s current proprietary biological filtration technology and integrated processes are highly competitive, but potentially more advanced technologies developed by other competitors in the future or stricter standards brought by future government policies may adversely affect Shanghai Onway’s ability to operate profitably. The Company is implementing efforts to streamline operations and reduce costs, but these efforts may not be successful.

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Our rural wastewater treatment business is highly dependent upon national and local government policies. Any unforeseen changes in future government policies could considerably alter the market dynamics of the industry and adversely affect our ability to further undertake projects and generate revenues. Competition may also adversely affect our ability to secure and undertake projects on a profitable basis.

Our exploration and mining operations are highly speculative due to the high-risk nature of our exploration and mining business, which may include the acquisition, financing, exploration, and development of mineral properties and operation of mines. There is no assurance that our current or future exploration programs at the Moruogu Tong Mine or any future acquisitions will result in the identification of deposits that can be mined profitably. The economic viability of a mining project may be adversely affected by many factors, including failure to identify sufficient ore reserves, reduced recovery rates, a rise in production costs as a result of inflation or other technical problems, and significant price fluctuations in the commodities markets. In addition, the fact that the northern part of Moruogu Tong Mine is currently being explored under a Cooperation Agreement means that our share in any future profits from mineral extraction at the mine is effectively reduced, the details of which are still subject to negotiation. We currently do not generate revenues from our exploration and mining operations, and we will have to fund exploration expenses until we are able to generate sufficient revenue to pay them.

During 2021, the major economies were all on track for recovery and achieved different levels of economic growth. This, combined with massive quantitative easing, led to a strong and even overheated commodity market worldwide. However, the ongoing COVID-19 pandemic continued to cause economic and financial disruptions around the world. Our business operations, including the rural wastewater treatment business of Shanghai Onway and the exploration activities at the northern part of Moruogu Tong Mine, were adversely affected due to travel restrictions and temporary restraints on our operations, as well as highly volatile commodity demand and prices. Monetary policies of major economies also had and will continue to have significant impacts on the commodity markets. For further details on the impact of the COVID-19 pandemic, please refer to “Item 3.D. KEY INFORMATION – Risk Factors – Risks Relating to Our Mine Exploration Activities in Inner Mongolia – Volatility in the market prices of metals may adversely affect the results of our operations,” “Item 3.D. KEY INFORMATION – Risk Factors – Risks Relating to the Ongoing COVID-19 Pandemic – COVID-19 has disrupted our operations, may further disrupt our operations or adversely affect our operations and financial position in the future, and may exacerbate the various other Risk Factors that we face,” and “Item 5.A. OPERATING AND FINANCIAL REVIEW AND PROSPECTS – Operating Results – Impact of Government Policies on the Company’s Operations.”

The ongoing COVID-19 pandemic continues to adversely affect our operations by causing disruptions to market demand and supply chains, restricting employee movement, and causing significant price fluctuations. This has increased our operating costs and could negatively affect our ability to generate revenues. From February through April 2022, due to a resurgence of the pandemic in Shenzhen, Shanghai and other cities, some of the Company’s personnel were quarantined at home and were unable to return to work at the Company’s offices. Accordingly, our operations were severely disrupted by COVID-19 and efforts to contain it. Additionally, during this period, a resurgence of the pandemic in Shanghai and other cities affected our materials transportation and caused the inability of construction personnel to arrive at the site, and several construction projects were delayed and our market expansion was also affected. These factors will lead to a significant reduction in our revenue in the first quarter of 2022. As a result of the major uncertainties caused by the ongoing COVID-19 pandemic, our reported financial results may not necessarily be indicative of our future prospects and results of operations. The pandemic, or geopolitical tensions such as the current conflict between Russia and Ukraine, could also exacerbate many other risks associated with our operations.

Other than as disclosed above and elsewhere in this annual report, the Company does not believe that there have been any other recent known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Company’s revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

E.Critical Accounting Estimates

Not applicable.

 

New IFRS Pronouncements

 

For a detailed discussion of new accounting pronouncements, please see Notes 2.4 and 2.5 to our audited consolidated financial statements.

 

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ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management

Executive Officers and Directors

The following table identifies the current directors and executive officers of the Company, and sets forth their ages and positions with the Company:

Name   Age   Position
         
Wong Wah On Edward   58   Chairman of the Board of Directors, President and Chief Executive Officer
Tam Cheuk Ho   59   Director
Zhu Youyi   41   Chief Financial Officer and Corporate Secretary
Zou Yu   43   Vice President
Peng Wenlie   54   Vice President
Lam Kwan Sing   52   Non-employee Director
Ng Kin Sing   59   Non-employee Director
Yip Wing Hang   55   Non-employee Director
Li Feilie   56   Director of Subsidiaries

 

Mr. Wong Wah On Edward was appointed as a director in April 2015, and as Chairman of the Board of Directors, President and Chief Executive Officer in August 2016. Mr. Wong has served as the director of Feishang Anthracite since February 2013. He served as a director of the Company from January 1999 to January 2014, as its financial controller from December 2004 to January 2008, as its secretary from February 1999 to January 2014, and as its chief financial officer from January 2008 to January 2014. Mr. Wong is a co-owner and has been principally employed as a director of Anka, a privately held company, since April 2008. Mr. Wong has also served as an independent non-executive director of Quali-Smart Holdings Limited, a company listed in Hong Kong since September 2015. He received a professional diploma in Company Secretaryship and Administration from the Hong Kong Polytechnic University. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, and an associate member of the Hong Kong Institute of Chartered Secretaries. He is also a certified public accountant (practicing) in Hong Kong.

Mr. Tam Cheuk Ho was appointed as a director in April 2015. Mr. Tam has served as the director of Feishang Anthracite since February 2013. He served as a director of the Company from December 1993 to December 1994 and from December 1997 to January 2014. He was also the Chief Financial Officer and Executive Vice President of the Company, from December 2004 to January 2008, and from January 2008 to January 2014, respectively. Mr. Tam is also a director and co-owner of Anka. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. He is also a certified public accountant (practicing) in Hong Kong. He holds a Bachelor of Business Administration degree from the Chinese University of Hong Kong.

Mr. Zhu Youyi joined the Company in 2009 and has served the Company for over 10 years with various roles in accounting, internal audit and compliance functions. He was appointed as Chief Financial Officer and Corporate Secretary in July 2020. Prior to joining the Company, Mr. Zhu worked at the audit department of an international certified public accountant firm, providing audit services to clients in a variety of business sectors. Mr. Zhu holds a bachelor’s degree in Accountancy from Southwestern University of Finance and Economics, and is a member of the Chinese Institute of Certified Public Accountants.

Mr. Zou Yu joined the Company as a Vice President in October 2020. From March 2015 to September 2020, Mr. Zou served as the general manager of the investment management center of Feishang Enterprise, where he was responsible for mergers and acquisitions in the healthcare sector involving projects aggregating approximately CNY800 million. From May 2011 to May 2014, he served as assistant to the chairman and the head of the business development department of Shanghai American-Sino Medical Group, where he was in charge of the investment in and operation of premier private hospitals. Mr. Zou has also worked with several private equity funds. Mr. Zou has more than 10 years of experience working and investing in the healthcare sector, and has participated in projects involving acquisitions, mergers and divestments with an aggregate value exceeding CNY3 billion. Mr. Zou graduated from Sun Yat-Sen University in June 2007, with a Master of Business Administration degree. He also holds a bachelor’s degree in Economics from the Tianjin University of Commerce.

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Dr. Peng Wenlie joined the Company as a Vice President in March 2021. Dr. Peng has been engaged in the development of natural medicines and investment consulting for more than 20 years. He currently serves as Chairman of the Board of Shanghai Onway, as director of Guangxi Huaxia Herbal Medicine Co. Ltd., and as director of Guangxi Huaxia Herbal Medicine Sales Co. Ltd. He previously served as Director of the Biomedicine Investment Department of Feishang Enterprise. While at Feishang Enterprise, Dr. Peng led the selection of target companies for investment in the biomedical space, conducting due diligence and appraising risks and returns as part of the investment decisions. Earlier in his career, Dr. Peng was a professor in the Life Sciences School of Sun Yat-Sen University. He was awarded a Doctor of Science degree from Sun Yat-Sen University in 1999 and a Master of Science degree in 1996.

Mr. Lam Kwan Sing has been a non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance committee since December 2004, and a member of its Compensation Committee since November 2007. Mr. Lam has been an independent non-executive director of Summit Ascent Holdings Limited, a Hong Kong listed company, since June 2019. From November 2016 to the present, Mr. Lam has been the chief executive officer and executive director of SFund International Holdings Ltd., a Hong Kong listed company. He is also an independent non-executive director of Aceso Life Science Group Limited (formerly known as Hao Tian Development Group Limited), a Hong Kong listed company, since August 2012. From August 2010 to August 2017, Mr. Lam was the executive director of China Smarter Energy Group Holdings Limited, a Hong Kong listed company, where he was responsible for corporate development. Mr. Lam holds a bachelor’s degree in Accountancy from the City University of Hong Kong.

Mr. Ng Kin Sing has been a non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance Committee since December 2004, and a member of its Compensation Committee since November 2007. From March 2012 to present, Mr. Ng has been the director of Sky Innovation Limited, a private investment company. Mr. Ng holds a bachelor’s degree in Business Administration from the Chinese University of Hong Kong.

Mr. Yip Wing Hang has been a non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance Committee since June 2006, and a member of its Compensation Committee since November 2007. From January 2018 to the present, Mr. Yip has been the senior director of Winsome Asset Management Ltd., where he is responsible for managing high-net-worth clients’ assets on a discretionary basis. Mr. Yip has served as adjunct associate professor at the Institute of China Business, the University of Hong Kong SPACE since 2013. From October 2010 to December 2017, Mr. Yip was the marketing director of Athena Financial Services Limited where he was responsible for the sale and distribution of financial products. Mr. Yip holds a master’s degree in Sustainability from the University of Cambridge and a master’s degree in Accounting and Finance from the Lancaster University, United Kingdom. He is also a Chartered Banker in the United Kingdom.

Mr. Li Feilie served as a director, Chief Executive Officer and Chairman of the Board of CHNR from February 2006 to August 2016. He currently serves as director of Feishang Mining, Newhold, Pineboom, China Coal, Feishang Dayun, Feishang Yongfu and FMH Services, each of which is a subsidiary of CHNR. While Mr. Li is not an officer or director of the Company, he ultimately controls the Company through his services as an officer and/or director of certain of the Company’s subsidiaries, his beneficial ownership of the Company’s shares, his ability to elect the Board of Directors and his direct ownership of a substantial amount of Company debt. In addition to his directorships, Mr. Li provides strategic guidance relating to the various businesses in which he and his controlled companies invest. Through his related companies, Mr. Li also provides funding to support the Company’s operating expenses and indirectly holds a substantial amount of the Company’s debt (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions,” below). Mr. Li has been the chairman of Feishang Enterprise, Wuhu City Feishang Industrial Co., Ltd. and Wuhu Feishang Port Co., Ltd., companies beneficially owned by him, since June 2000, from December 2001 to July 2011 and since October 2002, respectively. Mr. Li graduated from Peking University with a bachelor’s degree and a master’s degree in Economics.

Key Employees

The following table identifies the senior management of Shanghai Onway and Bayannaoer Mining, and their ages and positions:

Name   Age   Position
         
Ma Xiongbing   46   General Manager of Shanghai Onway
Yu Jun   54   General Manager of Bayannaoer Mining
Yao Yangli   57   Deputy Chief Engineer of Bayannaoer Mining

 

Mr. Ma Xiongbing was appointed as general manager of Shanghai Onway in May 2017. Mr. Ma has over 20 years of experience in general administration and finance. Prior to joining Shanghai Onway, he served as general manager of Shanghai Angwei Eco-Environment Engineering Co., Ltd. Mr. Ma graduated from Wuhan Military School of Economics with a bachelor’s degree in 1998.

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Mr. Yu Jun was appointed as general manager of Bayannaoer Mining in January 2015. He has served as finance manager and chief financial officer of Bayannaoer Mining since 2005. Mr. Yu has over 25 years of experience in corporate finance. Prior to joining Bayannaoer Mining, he served in the positions of finance manager and financial controller of several companies including subsidiary companies of Sichuan University. Mr. Yu graduated from the University of Electronic Science and Technology of China in 1989 and was awarded a bachelor’s degree from Southwestern University of Finance and Economics in 2004.

Mr. Yao Yangli was appointed as deputy chief engineer of Bayannaoer Mining in charge of exploration work in April 2012. Mr. Yao has almost 30 years of experience in mineral exploration. Prior to joining Bayannaoer Mining, he served as chief geological prospecting engineer, exploration project leader and chief engineer in several companies. Mr. Yao has been appointed as distinguished geologist consultant for the Land and Resources Department of Bayannaoer Municipal Government since 2012. Mr. Yao graduated from Guilin College of Geology (now known as Guilin University of Technology) with a bachelor’s degree in 1988 and holds a senior engineer accreditation.

Family Relationships and Other Arrangements

 

There are no family relationships between any of the individuals identified above. There are no arrangements or understandings between major shareholders, customers, suppliers or others pursuant to which any of the individuals identified above was selected as a director or member of senior management, other than the fact that each was elected by Mr. Li Feilie.

 

Board Diversity

 

On August 6, 2021, the SEC approved Nasdaq’s proposal to amend its listing standards to encourage greater board diversity and to require board diversity disclosures for Nasdaq-listed companies. Pursuant to the amended listing standards, CHNR, as a foreign private issuer, is required to have at least one diverse board member or explain the reasons for not meeting this objective by 2023. Furthermore, a board diversity matrix is required to be included in a foreign private issuer’s annual report on Form 20-F, containing certain demographic and other information regarding members of our board of directors. The board diversity matrix is set out below.

 

     
Board Diversity Matrix (As of May 17, 2022)    
Country of Principal Executive Offices   Hong Kong
Foreign Private Issuer   Yes
Disclosure Prohibited under Home Country Law   No
Total Number of Directors   5

 

                 
                 
                Did Not Disclose
    Female   Male   Non-Binary   Gender
Part I: Gender Identity                
Directors   0   5   0   0

 

Part II: Demographic Background                
Underrepresented Individual in Home Country Jurisdiction          0      
LGBTQ+          0      
Did Not Disclose Demographic Background          0      

 

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B.Compensation

 

Executive Compensation

 

The following table sets forth the amount of compensation that was paid, earned and/or accrued and awards made under the Company’s equity compensation plan during the fiscal year ended December 31, 2021, to each of the individuals identified in “Item 6.A. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – Directors and Senior Management” above.

 

Name  

Compensation

(US$)

   

Number of
options

to purchase

common shares

   

Exercise price

(US$/share)

   

Expiration

date

 
Directors and Executive Officers                        
Lam Kwan Sing   15,385              
Li Feilie1   1              
Ng Kin Sing   15,385              
Peng Wenlie   1              
Tam Cheuk Ho2   1              
Wong Wah On Edward2   1              
Yip Wing Hang   15,385              
Zhu Youyi   31,703              
Zou Yu   1              
Key Employees                  
Yu Jun   11,800              
Yao Yangli   32,106              
Ma Xiongbing   58,896              

———————

1Mr. Li serves as director of certain subsidiaries of the Company. The amount does not include payments under an office sharing agreement pursuant to which Feishang Enterprise, a company controlled by Mr. Li, provides our subsidiary Feishang Management with certain shared office space (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions Commercial Transactions with Related Companies,” below).
2The amounts do not include payments to Anka under an office sharing agreement pursuant to which Anka provides certain accounting, administrative and secretarial services to the Company (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions Commercial Transactions with Related Companies,” below). Anka is jointly owned by Messrs. Wong Wah On Edward and Tam Cheuk Ho.

On April 2, 2015, we entered into service agreements with Mr. Tam Cheuk Ho (a director) and Mr. Wong Wah On Edward (our Chairman, Chief Executive Officer and President). Each of the agreements is for an initial term of one year and, thereafter, continues unless and until terminated by either party on not less than one month’s notice. Each of the agreements also provides for the payment to the individual of an annual fee of US$1.00, plus such equity awards as may from time to time be determined by our Compensation Committee.

On March 7, 2019, we entered into an employment agreement with Mr. Yu Jun for his services as general manager of Bayannaoer Mining for a term of one year expiring on March 6, 2020. The agreement was renewed on March 7, 2020, March 7, 2021, and March 7, 2022, respectively, with the same initial terms. For his services, Mr. Yu receives a basic salary at the rate of CNY5,000 (US$787) per month, and is eligible for a bonus. Mr. Yu also enjoys certain perquisites and is eligible for bonuses. These amounts are included in the table above.

On April 23, 2019, we entered into an employment agreement with Mr. Yao Yangli for his services as deputy chief engineer of Bayannaoer Mining for a term of one year expiring on April 22, 2020. The agreement was renewed on April 23, 2020, March 23, 2021, and March 23, 2022, respectively, with the same initial terms. For his services, Mr. Yao receives a basic salary at the rate of CNY14,666 (US$2,307) per month, and is eligible for a bonus. Mr. Yao also enjoys certain perquisites and is eligible for bonuses. These amounts are included in the table above.

On January 1, 2019, we entered into an employment agreement with Mr. Ma Xiongbing for his services as general manager of Shanghai Onway for a term of five years expiring on December 31, 2024. For his services, Mr. Ma receives a basic salary at the rate of CNY31,200 (US$4,908) per month. These amounts are included in the table above.

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On July 14, 2020, we entered into a service agreement with Mr. Zhu Youyi (our Chief Financial Officer and Corporate Secretary). The agreement is for an initial term of one year and, thereafter, continues unless and until terminated by either party on not less than one month’s notice. The agreement also provides for the payment of an annual fee of US$1.00, plus such equity awards as may from time to time be determined by our Compensation Committee.

On October 22, 2020, we entered into a service agreement with Mr. Zou Yu (Vice President). The agreement is for an initial term of one year and, thereafter, continues unless and until terminated by either party on not less than one month’s notice. The agreement also provides for the payment of an annual fee of US$1.00, plus such equity awards as may from time to time be determined by our Compensation Committee.

On March 22, 2021, we entered into a service agreement with Dr. Peng Wenlie (Vice President). The agreement is for an initial term of one year and, thereafter, continues unless and until terminated by either party on not less than one month’s notice. The agreement also provides for the payment of an annual fee of US$1.00, plus such equity awards as may from time to time be determined by our Compensation Committee.

There are no current contracts, agreements or understandings to increase the annual cash compensation payable to any of our executive officers or directors. For each of the three years ended December 31, 2019, 2020 and 2021, no increases in cash compensation were determined by the Compensation Committee under the service agreements, and we paid or accrued nil, nil and nil, respectively, for cash compensation to our executive officers for their services as such.

The Company has no other employment contracts with any of its executive officers or directors and maintains no retirement, fringe benefit or similar plans for the benefit of its executive officers or directors. The Company may, however, enter into employment contracts with its officers and key employees, adopt various benefit plans and begin paying compensation to its officers and directors as it deems appropriate to attract and retain the services of such persons. The Company and its subsidiaries have not set aside or accrued any amounts to provide pension, retirement or similar benefits to the Company’s directors.

Non-Employee Director Compensation

We pay our independent directors a monthly director’s fee equal to HK$10,000. We do not otherwise pay fees to directors for their attendance at meetings of the Board of Directors or of committees; however, we may adopt a policy of making such payments in the future. We reimburse out-of-pocket expenses incurred by directors in attending Board and committee meetings. During the fiscal year ended December 31, 2021, no long-term incentive plans or pension plans were in effect with respect to any of the Company’s executive officers or directors.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information relating to our outstanding stock option plans as of December 31, 2021:

Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
  Weighted-average exercise price of outstanding options, warrants and rights   Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders            
2014 Equity Compensation Plan     N/A   8,189,616
Equity compensation plans not approved by security holders     N/A  
Total     N/A   8,189,616

 

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Stock Option Plan

The 2014 Equity Compensation Plan (the “2014 Plan”) was authorized by our Board of Directors on June 20, 2014, and was ratified and approved by members on July 21, 2014.

The purposes of the 2014 Plan are to:

Encourage ownership of our common shares by our officers, directors, employees and advisors;
Provide additional incentive for them to promote our success and our business; and
Encourage them to remain in our employ by providing them with the opportunity to benefit from any appreciation of our common shares.

The 2014 Plan is administered by the Board of Directors or a committee designated by the Board (the “Plan Committee”). The 2014 Plan allows the Board or Plan Committee to grant various incentive equity awards not limited to stock options. The Company has reserved a number of common shares equal to 20% of the issued and outstanding common shares of the Company, from time to time, for issuance pursuant to options granted (“Plan Options”) or for restricted stock awarded (“Stock Grants”) under the 2014 Plan. Stock appreciation rights may be granted as a means of allowing participants to pay the exercise price of Plan Options. Stock Grants may be made upon such terms and conditions as the Board or Plan Committee determines. Stock Grants may include deferred stock awards under which receipt of Stock Grants is deferred, with vesting to occur upon such terms and conditions as the Board or Plan Committee determines.

The Board or Plan Committee may determine, from time to time, those of our officers, directors, employees and consultants to whom Stock Grants and Plan Options will be granted, the terms and provisions of the respective Stock Grants and Plan Options, the dates such Plan Options will become exercisable, the number of shares subject to each Plan Option, the purchase price of such shares and the form of payment of such purchase price. Plan Options and Stock Grants will be awarded based upon the fair market value of our common shares at the time of the award. All questions relating to the administration of the 2014 Plan and the interpretation of the provisions thereof are to be resolved at the sole discretion of the Board or Plan Committee.

A total of 8,189,616 common shares have been reserved for issuance under the 2014 Plan. No awards have yet been made under the 2014 Plan. The 2014 Plan terminates on June 19, 2024.

C.Board Practices

As provided by our Memorandum and Articles, each director is to hold office for a three-year term expiring immediately following the annual meeting of shareholders held three years following the annual meeting at which he or she was elected.

At the annual meeting of shareholders in 2021, Messrs. Lam Kwan Sing and Yip Wing Hang were elected to serve as Class II directors until immediately following the annual meeting to be held in 2024 and until their successors have been duly elected and qualified. Messrs. Wong Wah On Edward and Tam Cheuk Ho serve as Class III directors until immediately following the annual meeting to be held in 2022 and until their successors have been duly elected and qualified. Mr. Ng Kin Sing serves as Class I director until immediately following the annual meeting to be held in 2023 and until his successor has been duly elected and qualified.

Messrs. Lam Kwan Sing, Yip Wing Hang and Ng Kin Sing are each an “independent director” as such term is used in applicable rules and regulations of the SEC and in Nasdaq Marketplace Rule 5605(a)(2). We are not required to maintain a Board of Directors consisting of a majority of independent directors based upon an exemption from Nasdaq requirements applicable to foreign private issuers whose home jurisdiction does not require the board of directors to consist of a majority of independent directors.

Our officers are elected annually at the meeting of the Board of Directors following each annual meeting of shareholders, and hold office until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal, and the terms of applicable employment agreements.

Please see “Item 6.B. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – Compensation – Executive Compensation,” above, for information regarding our service contracts with Messrs. Tam Cheuk Ho and Wong Wah On Edward.

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Audit Committee

Our Board of Directors has established an Audit Committee that operates pursuant to a written charter. Our Audit Committee, whose members currently consist of Yip Wing Hang, Lam Kwan Sing and Ng Kin Sing, is principally responsible for ensuring the accuracy and effectiveness of the annual audit of the financial statements. The duties of the Audit Committee include, but are not limited to:

Appointing and supervising our independent registered public accounting firm;
Assessing the organization and scope of the company’s interim audit function;
Reviewing the scope of audits to be conducted, as well as the results thereof;
Approving audit and non-audit services provided to us by our independent registered public accounting firm; and
Overseeing our financial reporting activities, including our internal controls and procedures and the accounting standards and principles applied.

Each member of the Audit Committee is an “independent director,” as such term is used in applicable rules and regulations of the SEC and in Nasdaq Marketplace Rule 5605(a)(2).

Nominating and Corporate Governance Committee; Shareholder Nominees for Director

Our Board of Directors has established a Nominating and Corporate Governance Committee that operates pursuant to a written charter. The current members of the Nominating and Corporate Governance Committee are Ng Kin Sing, Lam Kwan Sing and Yip Wing Hang. Each member of the Nominating and Corporate Governance Committee is an “independent director,” as such term is used in Nasdaq Marketplace Rule 5605(a)(2).

The Nominating and Corporate Governance Committee is responsible for providing oversight on a broad range of issues surrounding the composition and operation of our Board of Directors. In particular, the responsibilities of the Nominating and Corporate Governance Committee include:

Identifying individuals qualified to become members of the Board of Directors;
Determining the slate of nominees to be recommended for election to the Board of Directors;
Reviewing corporate governance principles applicable to us, including recommending corporate governance principles to the Board of Directors and administering our Code of Ethics;
Assuring that at least one Audit Committee member is an “audit committee financial expert” within the meaning of regulatory requirements; and
Carrying out such other duties and responsibilities as may be determined by the Board of Directors.

The Nominating and Corporate Governance Committee is required to meet at least once annually, and more frequently if the committee deems it to be appropriate. The committee may delegate authority to one or more members of the committee, provided that any decisions made pursuant to such delegated authority are presented to the full committee at its next scheduled meeting. Discussions pertaining to the nomination of directors are required to be held in executive session.

The Nominating and Corporate Governance Committee will consider candidates for directors proposed by shareholders, although no formal procedures for submitting the names of candidates for inclusion on management’s slate of director nominees have been adopted. Until otherwise determined by the Nominating and Corporate Governance Committee, a member who wishes to submit the name of a candidate to be considered for inclusion on management’s slate of nominees at the next annual meeting of shareholders must notify our Corporate Secretary, in writing, no later than June 30 of the year in question of its desire to submit the name of a director nominee for consideration. The written notice must include information about each proposed nominee, including name, age, business address, principal occupation, telephone number, shares beneficially owned and a statement describing why inclusion of the candidate would be in our best interests. The notice must also include the proposing member’s name and address, as well as the number of shares beneficially owned. A statement from the candidate must also be furnished, indicating the candidate’s desire and ability to serve as a director. Adherence to these procedures is a prerequisite to the Board’s consideration of the shareholder’s candidate. Once a candidate has been identified, the Nominating and Corporate Governance Committee reviews the individual’s experience and background, and may discuss the proposed nominee with the source of the recommendation. If the Nominating and Corporate Governance Committee believes it to be appropriate, committee members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of management’s slate of director nominees to be submitted for election to the Board.

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Compensation Committee

Our Board of Directors has established a Compensation Committee that operates pursuant to a written charter. The current members of the Compensation Committee are Ng Kin Sing, Lam Kwan Sing and Yip Wing Hang. Each member of the Compensation Committee is an “independent director,” as such term is used in Nasdaq Marketplace Rule 5605(a)(2).

The Compensation Committee is responsible for:

Formulating corporate goals and objectives relevant to compensation payable to the CEO and other executive officers;
Evaluating the performance of the CEO and other executive officers in light of these goals and objectives;
Recommending to the Board for its adoption and approval compensation payable to the CEO and other executive officers, including (a) annual base salary level, (b) annual incentive opportunity level, (c) long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreement/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits;
Administering and supervising the Company’s incentive compensation plans, including equity compensation plans;