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China Natural Resources, Inc. Approves Spin-Off Of Coal-Mining And Related Businesses

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.

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