China Natural Resources(US:CHNR)2020-06-12 20:17Part I ITEM 3. KEY INFORMATION This section presents key financial data and a comprehensive overview of operational, financial, regulatory, and market risks, including COVID-19 impacts, after the company's shift to mineral exploration and copper trading Selected Financial Data This section presents selected IFRS financial data for 2015-2019, reflecting a shift to copper trading, significant losses from discontinued operations, declining assets, and a persistent equity deficit Selected Income Statement Data | Indicator | 2017 (CNY'000) | 2018 (CNY'000) | 2019 (CNY'000) | | :--- | :--- | :--- | :--- | | Revenue (Continuing) | — | — | 12,969 | | Loss from continuing operations | (6,179) | (6,176) | (5,645) | | Loss from discontinued operations | (23,817) | — | — | | Total Loss for the year | (29,996) | (6,176) | (5,645) | | Loss per share (Basic) | (1.20) | (0.25) | (0.23) | Selected Balance Sheet Data | Indicator | 2017 (CNY'000) | 2018 (CNY'000) | 2019 (CNY'000) | | :--- | :--- | :--- | :--- | | Total assets | 29,748 | 7,743 | 8,298 | | Current liabilities | 45,253 | 29,541 | 35,852 | | Total equity (deficiency) | (15,505) | (21,798) | (27,554) | - Financial statements for 2015 and 2016 were retrospectively restated due to the 2017 disposal of Wuhu Feishang and Double Grow, now classified as discontinued operations30 Risk Factors The company faces numerous high-degree risks, including speculative mine exploration, unprofitable copper trading, persistent operating losses, reliance on related-party funding, PRC regulatory uncertainties, and the disruptive impact of the COVID-19 pandemic - The Moruogu Tong Mine is in the exploration stage and may not generate revenue, with operations funded by a Cooperation Agreement that reduces CHNR's share of potential profits to 30% for later discoveries3741 - The company incurred operating losses from continuing operations of CNY 6.18 million in 2017, CNY 6.18 million in 2018, and CNY 5.65 million in 201955 - The company's auditor is in a jurisdiction where the PCAOB cannot conduct inspections, potentially leading to delisting under the HFCA Act and depriving investors of oversight benefits7681 - The COVID-19 pandemic has severely disrupted operations by restricting employee movement, slowing the PRC economy, and creating extreme volatility in commodity prices, negatively impacting copper trading and mining activities979899 ITEM 4. INFORMATION ON THE COMPANY This section details the company's history, current business focus on metal exploration and copper trading, organizational structure, property, and the PRC regulatory environment History and Development of the Company Incorporated in 1993, the company focuses on metals exploration and mining in the PRC, specifically lead and silver at Moruogu Tong Mine, and commenced copper ore trading in 2019 - The company's primary focus is on metals exploration and mining in the PRC, specifically exploring for lead, silver, and other metals in Inner Mongolia103 - In 2019, Bayannaoer Mining commenced copper ore trading, involving both filling customer orders and purchasing for its own account for resale105106 Business Overview The company's principal business involves metal exploration at Moruogu Tong Mine and copper ore trading, with an overview of market conditions and PRC mineral exploration regulations - The company's sole revenue from continuing operations over the past three years was CNY 12.97 million from copper ore trading activities started in 2019114 - Moruogu Tong Mine exploration is funded by affiliates and a cooperation agreement with Jijincheng Mining, splitting interests in new discoveries 50/50 for the first 10 drill holes and 30/70 thereafter138 Selected Metal Market Data (2019) | Metal | 2019 World Refined Production (k tons) | 2019 China Refined Production (k tons) | 2019 SHFE Average Price (CNY/ton) | | :--- | :--- | :--- | :--- | | Lead | 11,772 | 4,976 | 15,115 | | Copper | 23,929 | 9,784 | 49,280 | Selected Silver Market Data (2019) | Metal | 2019 World Production from Mines (tons) | 2019 SHFE Average Price (CNY/kg) | | :--- | :--- | :--- | | Silver | 25,492 | 4,432 | Organizational Structure CHNR is a BVI holding company with subsidiaries in BVI, Hong Kong, and PRC, with all current operations conducted by its PRC subsidiary, Bayannaoer Mining - CHNR is a holding company with subsidiaries in BVI, Hong Kong, and PRC, with all current business operations conducted by its PRC subsidiary, Bayannaoer Mining165166 Property, Plant and Equipment The company's administrative offices are leased in Hong Kong and Shenzhen, with exploration operations at Moruogu Tong Mine covering 10.43 square kilometers, and minimal capital expenditures in recent years - The company leases office premises in Hong Kong and Shenzhen through office sharing agreements with related parties, Anka Consultant Ltd. and Feishang Enterprise168 - The company's primary operational asset is the exploration permit for the Moruogu Tong Mine in Inner Mongolia, covering 10.43 square kilometers171 Capital Expenditures | Year | Capital Expenditures (CNY) | | :--- | :--- | | 2017 | 4,210,000 | | 2018 | 5,000 | | 2019 | 5,000 | ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section provides management's discussion and analysis of financial condition and operations, detailing the business shift, 2017-2019 performance, liquidity reliance on related-party loans, critical accounting policies, and COVID-19 impacts Operating Results Operating results reflect a transition, with CNY 12.97 million revenue from 2019 copper trading, stable administrative expenses, a slight decrease in loss from continuing operations, and the adoption of IFRS 16 - In 2019, the company commenced copper ore trading, generating its first revenue from continuing operations in three years, totaling CNY 12.97 million with a gross profit of CNY 0.22 million (1.67% margin)183184 Key Operating Metrics | Metric | 2018 (CNY million) | 2019 (CNY million) | Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 6.21 | 5.81 | Decreased due to tighter expense control | | Loss for the Year | 6.18 | 5.65 | Decreased due to gross profit from new trading business | - The company adopted IFRS 16 (Leases) on January 1, 2019, recognizing right-of-use assets and lease liabilities of CNY 1.803 million on the balance sheet214218 Liquidity and Capital Resources The company's liquidity is constrained, relying on non-interest-bearing loans from related parties, with a CNY 28.38 million working capital deficit and CNY 3.44 million cash as of December 31, 2019 - The company's primary liquidity sources are non-interest-bearing loans from related parties and funds from its Cooperation Agreement, as internally generated cash is insufficient229 - Related parties Feishang Group and Feishang Enterprise provide continuous financial support, committing not to recall amounts due until the Group is financially stable230 Key Liquidity Metrics | Metric | 2018 (CNY'000) | 2019 (CNY'000) | | :--- | :--- | :--- | | Net cash used in operating activities | (7,527) | (3,333) | | Cash and cash equivalents at end of year | 6,793 | 3,444 | | Working capital | (22,073) | (28,384) | Trend Information The COVID-19 pandemic is the most significant trend, causing major economic disruptions, severely impacting operations, and making reported financial results not indicative of future performance - The COVID-19 pandemic and containment efforts have caused significant economic and financial disruptions, severely affecting the company's exploration and copper trading operations244 - Due to major uncertainties from COVID-19, the company cautions that reported financial results may not be indicative of future prospects and results of operations244 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section details the company's leadership, compensation, board structure, and employees, including executive officers, nominal executive compensation, the equity plan, board committees, and total employee count Directors and Senior Management The company's leadership includes Chairman and CEO Wong Wah On Edward, CFO Yue Ming Wai Bonaventure, and three non-employee directors, while principal owner Mr. Li Feilie provides strategic guidance - Key executive officers include Wong Wah On Edward (Chairman & CEO), Tam Cheuk Ho (Director), and Yue Ming Wai Bonaventure (Director & CFO)251 - Mr. Li Feilie, the principal beneficial owner, controls the company through subsidiary directorships, share ownership, and significant debt holdings, despite not being an officer or director of the parent company92252 Compensation Executive compensation is nominal at US$1.00 annually, while non-employee directors received US$15,385 each in 2019, and no awards have been granted under the 2014 Equity Compensation Plan 2019 Director and Executive Compensation | Name | Position | 2019 Compensation (US$) | | :--- | :--- | :--- | | Wong Wah On Edward | Chairman, CEO | 1 | | Yue Ming Wai Bonaventure | Director, CFO | 1 | | Lam Kwan Sing | Non-employee Director | 15,385 | | Ng Kin Sing | Non-employee Director | 15,385 | | Yip Wing Hang | Non-employee Director | 15,385 | - The 2014 Equity Compensation Plan reserves 4,982,183 common shares for issuance, but no options or awards were outstanding as of December 31, 2019263266 Board Practices The Board has a classified structure with three independent directors comprising the Audit, Nominating, and Compensation Committees, and as a foreign private issuer, the company is exempt from certain Nasdaq governance rules - The Board has established Audit, Nominating, and Compensation Committees, each composed of the three independent directors: Yip Wing Hang, Lam Kwan Sing, and Ng Kin Sing272276 - As a foreign private issuer, the company is exempt from certain Nasdaq rules, not requiring a majority-independent board or independent director approval for related-party transactions270280 Share Ownership As of June 12, 2020, Mr. Li Feilie is the principal beneficial owner, controlling 59.33% of the 24,910,916 outstanding common shares, with officers and directors collectively owning 62.07% Beneficial Ownership of Common Shares (as of June 12, 2020) | Name of Beneficial Owner | Amount of Beneficial Ownership | Percent of Class | | :--- | :--- | :--- | | Li Feilie | 14,780,593 | 59.33% | | Officers and directors as a group (8 persons) | 15,462,519 | 62.07% | ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section identifies Mr. Li Feilie as the controlling shareholder and details significant related-party transactions, including financial support through interest-free loans and office sharing agreements Major Shareholders As of June 12, 2020, Mr. Li Feilie is the controlling shareholder, beneficially owning 14,780,593 common shares, representing 59.33% of the class - Mr. Li Feilie is the controlling shareholder, beneficially owning 59.33% of the company's outstanding common shares as of June 12, 2020290 Related Party Transactions The company engages in significant related-party transactions, including interest-free loans and financial support from Mr. Li Feilie's entities, with CNY 12.17 million in payables as of December 31, 2019, and office sharing agreements - The company receives continuous financial support through interest-free loans from entities controlled by its principal shareholder, Mr. Li Feilie293 Payables to Related Parties | Payable to Related Party | 2018 (CNY'000) | 2019 (CNY'000) | | :--- | :--- | :--- | | Feishang Enterprise | 4,041 | 5,077 | | Feishang Group (Shareholder) | 6,973 | 7,097 | | Total | 11,014 | 12,174 | - The company has commercial transactions with related parties, including an office sharing agreement with Anka Consultants Limited, owned by directors Wong Wah On Edward and Tam Cheuk Ho295298 ITEM 10. ADDITIONAL INFORMATION This section covers supplementary corporate information, including material contracts, PRC exchange controls restricting Renminbi conversion, and taxation implications for U.S. holders (PFIC risk), BVI, and PRC Exchange Controls The company's operations are subject to PRC's strict foreign exchange controls, requiring SAFE approval for capital account transactions and restricting the use of converted RMB capital, potentially impacting funding and profit distribution - The PRC government imposes strict controls on Renminbi convertibility, requiring SAFE approval or registration for capital account transactions, while current account transactions are permissible308 - SAFE Circular 19 allows converted RMB capital for PRC equity investments but restricts its use for purposes beyond the company's approved business scope308 Taxation This section summarizes U.S., BVI, and PRC tax implications, highlighting potential adverse U.S. tax consequences if classified as a PFIC, BVI tax exemptions, and PRC enterprise income and withholding taxes - The company has not determined its PFIC status for U.S. federal income tax purposes, and if classified as such, U.S. shareholders could face adverse tax consequences96326 - The company is exempt from income, corporate, and capital gains taxes in its jurisdiction of incorporation, the British Virgin Islands (BVI)343 - If PRC tax authorities deem the company a "resident enterprise," a 10% withholding tax could be imposed on dividends and gains from share sales for non-PRC resident holders346 ITEM 15. CONTROLS AND PROCEDURES This section presents management's assessment that disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with no material changes reported - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2019354356 - Based on the COSO 2013 framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2019361 Part III ITEM 18. FINANCIAL STATEMENTS This section presents the company's audited consolidated financial statements for 2017-2019, prepared under IFRS, detailing financial position, operations, equity, and cash flows, including discontinued operations Consolidated Balance Sheet Data | (Amounts in thousands) | Dec 31, 2018 (CNY) | Dec 31, 2019 (CNY) | | :--- | :--- | :--- | | Total Assets | 7,743 | 8,298 | | Total Liabilities | 29,541 | 35,852 | | Total Equity (Deficiency) | (21,798) | (27,554) | Consolidated Statement of Comprehensive Loss Data | (Amounts in thousands) | 2017 (CNY) | 2018 (CNY) | 2019 (CNY) | | :--- | :--- | :--- | :--- | | Revenue (Continuing) | — | — | 12,969 | | Loss from Continuing Operations | (6,179) | (6,176) | (5,645) | | Loss from Discontinued Operations | (23,817) | — | — | | Net Loss for the Year | (29,996) | (6,176) | (5,645) | - The independent auditor, Ernst & Young Hua Ming LLP, issued an unqualified opinion on the consolidated financial statements387 - The financial statements were prepared on a going concern basis, relying on financial support letters from related parties who committed not to recall amounts due until the Group has sufficient liquidity413