[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer þ U.S. GAAP International Financial Reporting Standards as issued ¨ Other ¨ By the international Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Record Number: CMBC-HT-313 (Gongsi 2010) Mergers and Acquisitions Gongjiedaizi Number: 99112010292815 China Minsheng Banking Corp., Ltd. CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 Mergers and Acquisitions Loan Agreement Borrower: Guizhou Puxin Energy Co., Ltd. (hereinafter referred to as “Party A”) Address: 1 Yan’an Road Central, Yunyan District, Guiyang City Postal code: Legal representative/ Person-in-charge: Ren Xiaogang Telephone: 0851-6885112 Fax: 0851-6885112 Bank:] [Stock Transfer Agreement AGREEMENT BY AND BETWEEN YANGPU LIANZHONG MINING CO., LTD. AND BAYANNAOER CITY FEISHANG COPPER CO., LTD. ON STOCK TRANSFER OF HAINAN NONFERROUS METAL MINING CO., LTD. Agreement Number: ___________________ Stock Transfer Agreement TABLE OF CONTENTS 1. DEFINITIONS AND INTERPRETATION 5 2. TRANSFER OF STOCK 6 3. CONSIDERATION 6 4. STOCK TRANSFER PROCEDURES 7 5. EXTENSION OF EXPLORATION] [Record Number: CMBC-HT184 (Company 2010) Working Capital Loan Agreement Number: Gong Jie Dai Zi 99112010288756 China Minsheng Banking Corp., Ltd. TABLE OF CONTENTS Article 1 Purpose of Loan 2 Article 2 Amount and Tenure of Loan 2 Article 3 Calculation of Interest 3 Article 4 Disbursement and Payment of Loan 5 Article 5 Repayment of Loan 8 Article 6 Guarantee] [Contract no: Hu Xin Zi 2010-X-38 Address: Huludao PURCHASE AND SALE CONTRACT Huludao Zinc Industry Co., Ltd. The Buyer: Wuhu Feishang Mining Development Co., Ltd. The Seller: 1. NAME and QUANTITY OF COMMODITY: Zinc Sulfuration Concentrate, sales by actual delivery. Total Jun 2011 Jul 2011 Aug 2011 Sep 2011 Oct 2011 Nov 2011 Dec 2011 Tonnes 5200 1600 600 600] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Repubnlic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer June 30, 2011 EX-13.1 9 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer June 30, 2011 EX-13.2 10 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-146790) and the Registration Statement on Form F-3 (File No. 333-163702) of our report dated May 26, 2010, relating to the consolidated financial statements of China Natural Resources, Inc. and subsidiaries (which expresses an unqualified opinion and] [October 15, 2010 100 F Street, N.E. RE: China Natural Resources, Inc. We have read the statements that we understand China Natural Resources, Inc. will include in a Form 6-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements]