China Natural Resources, Inc. Approves Spin-Off Of Coal-Mining And Related
HONG KONG, Dec. 31, 2013
HONG KONG, Dec. 31, 2013 /PRNewswire/ -- CHINA NATURAL RESOURCES, INC.
(NASDAQ: CHNR)(the "Company"), a natural resources company based in the
People's Republic of China, announced today that its Board of Directors has
approved the spin-off (the "Spin-Off") and listing by way of introduction on
The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") of its
wholly-owned subsidiary, Feishang Anthracite Resources Limited ("Feishang
Anthracite"), which currently operates the Company's coal mining and related
businesses. It is contemplated that the Spin-Off would be effected by way of a
distribution in specie by the Company of all of Feishang Anthracite's issued
and outstanding ordinary shares, par value HK$0.01 per share ("Ordinary
Shares"), to the holders of the Company's common shares ("Common Shares") on a
pro rata basis. The proposed Spin-Off does not involve any offering of any
Ordinary Shares or any other securities of Feishang Anthracite. The Ordinary
Shares are expected to be listed on the Hong Kong Stock Exchange under the
stock code "1738". After the Spin-Off, the Company intends to continue its
listing on the NASDAQ Capital Market and operating its non-ferrous metals
mining and related businesses.
The distribution of Ordinary Shares in connection with the Spin-Off (the
"Distribution") is expected to be made on January 22, 2014 to holders of
record of the Company's Common Shares as of the close of business on January
13, 2014, the record date for the proposed Spin-Off. Each holder of record of
the Company's Common Shares as of the record date will be entitled to five
Ordinary Shares for every Common Share held on the record date. Holders of the
Common Shares as of the record date will not be required to make any payment,
surrender or exchange any Common Shares or take any other action to
participate in the Spin-Off. Additional information regarding the Spin-Off,
including the procedures by which the Distribution will be effected and
further information regarding Feishang Anthracite, are contained in an
information statement which will be mailed to the holders of Common Shares.
In connection with the Company's Spin-Off, TAM Cheuk Ho (Class III Director
and Executive Vice President of the Company) and WONG Wah On Edward (Class III
Director and Chief Financial Officer of the Company) have notified the Company
that, as of the effective date of the Spin-Off, they will each resign as an
officer and director of the Company and assume positions with Feishang
Anthracite. The resignations of Mr. Tam and Mr. Wong were not tendered because
of any disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
Effective upon Mr. Wong's resignation, the Company's Board of Directors has
appointed MA Sin Ling to serve as (a) a Class III Director of the Company
until the next annual meeting of shareholders at which Class III Directors are
elected and until her successor is duly elected and qualified, and (b) Chief
Financial Officer and Corporate Secretary of the Company until otherwise
determined by the Company's Board of Directors. Ms. Ma is the Chief Financial
Manager of the Company and receives an annual salary of US$1.00 and any equity
awards as may from time to time be determined by the Company's Compensation
Committee and she will receive for her services as Chief Financial Officer an
annual salary of US$1.00 and any equity awards as may from time to time be
determined by our Compensation Committee.
Ms. Ma has been working at the Company and its predecessor since August 1997
and is currently the Chief Financial Manager. From July 1990 to January 1993,
she worked in the audit department of Ernst & Young, Hong Kong. From January
1993 to August 1993, Ms. Ma worked at Time Inc. Asia as accountant. From
December 1994 to January 1997, she worked in Everbright Finance and Investment
Co, Ltd. as assistant manager in the corporate finance department.
FromFebruary 1997 toMay 1997, she worked in Natwest Securities Asia Holdings
Ltd. as Executive - Finance. Ms. Ma holds a Master of Science degree in
Financefrom the Lancaster University in the United Kingdom and she is a
fellow of the Hong Kong Institute of Certified Public Accountants.
Effective upon Mr. Tam's resignation, the Company's Board of Directors has
appointed WOO Ming Yee to serve as a Class III Director of the Company until
the next annual meeting of shareholders at which Class III Directors are
elected and until her successor is duly elected and qualified. Ms. Woo is not
a party to any written employment agreement with the Company and will receive
for her services as Executive Director an annual salary of US$1.00 and any
equity awards as may from time to time be determined by the Company's
Ms. Woo is a certified public accountant (practicing) in Hong Kong
since1995and has been a self-employed practicing accountant since that
time. She worked at Ernst & Young, Hong Kong from 1988 till 1992 providing
audit, tax, financial consultancy and corporate related advisory services to a
wide range of clients in various fields, including finance and banking,
manufacturing, trading and law. She is a fellow of both the Hong Kong
Institute of Certified Public Accountants and the Association of Chartered
Certified Accountants. Ms. Woo also holds an Executive Master of Business
Administration degree from the University of Birmingham in the United Kingdom
and a Bachelor's degree in Accounting & Finance from the Middlesex University
in the United Kingdom.
Certain statements contained in this announcement may be viewed as
"forward-looking statements" within the meaning of Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual performance, financial condition or results of operations of
the Company to be materially different from any future performance, financial
condition or results of operations implied by such forward-looking statements.
Further information regarding these risks, uncertainties and other factors is
included in the Company's most recent Annual Report on Form 20-F filed with
the U.S. Securities and Exchange Commission (the "SEC") and in the Company's
other filings with the SEC.
THIS PRESS RELEASE IS NOT AN OFFER TO SELL NOR IS IT A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.
SOURCE China Natural Resources, Inc.
Contact: Edward Wong, Chief Financial Officer, 011-852-2810-7205 or
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