CHINA NATURAL RESOURCES INC
For the period ended Jun 30, 2025. Filed Dec 31, 2025.
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Jun 30, 2025 · Filed Dec 31, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025.
Commission File Number 0-26046
China Natural Resources, Inc.
(Translation of registrant's name into English)
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files of will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F☒ Form 40-F☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):☐
This report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 (File No. 333-268454) of China Natural Resources, Inc. (the “Company”), and the related prospectuses, as such registration statement and prospectuses may be amended or supplemented from time to time, and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
Unaudited Results of Operations
Furnished herewith on behalf of the Company are the following:
(a) Unaudited Financial Statements:
| - | Condensed Consolidated Statements of Profit or Loss (Unaudited) for the Six Months Ended June 30, 2025 and 2024 |
| - | Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2025 and 2024 |
| - | Condensed Consolidated Statements of Financial Position as of June 30, 2025 (Unaudited) and December 31, 2024 |
| - | Condensed Consolidated Statements of Changes in Equity (Unaudited) for the Six Months Ended June 30, 2025 and 2024 |
| - | Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2025 and 2024 |
| - | Notes to Condensed Consolidated Financial Statements (Unaudited) |
(b) Management's Discussion and Analysis of Financial Condition and Results of Operations
Amendment Agreement to Sale and Purchase Agreement for William Minerals
On December 31, 2025, the Company entered into an amendment agreement (the “Amendment Agreement III”) to further amend the sale and purchase agreement dated as of February 27, 2023 by and among Feishang Group and Top Pacific (China) Limited (together, the “Sellers”), and the respective beneficial owner of the Sellers, Mr. Li Feilie and Mr. Yao Yuguang (the “SPA”) with the parties thereto, which was first amended by an amendment agreement dated December 22, 2023 (the “Amendment Agreement”). The SPA was originally entered into for the purposes of acquiring 100% equity interests of Greatfame Investments Limited, which owns 100% equity interest in Williams Minerals (Pvt) Ltd (“Williams Minerals”) (the “Acquisition”). As the Sellers are still in the process of satisfying conditions precedent to the closing of the Acquisition in accordance with the SPA, including but not limited to obtaining requisite governmental approvals, the parties first entered into the Amendment Agreement to extend the long stop date for closing the Acquisition (the “Long Stop Date”) from December 31, 2023 to December 31, 2024; entered into the Amendment Agreement II on December 31, 2024 to extend the Long Stop Date from December 31, 2024 to December 31, 2025; and entered into the Amendment Agreement III on December 31, 2025 to further extend the Long Stop Date from December 31, 2025 to December 31, 2026.
The description of the Amendment Agreement III herein is qualified in its entirety by reference to the Amendment Agreement III to Sale and Purchase Agreement dated as of December 31, 2025 by and among the Company, the Sellers and the respective beneficial owner of the Sellers, which is filed as Exhibit 99.1 to this Form 6-K.
Press Release
On December 31, 2025, the Company issued a press release including a portion of the information contained in this current report. The press release furnished herewith as Exhibit 15.1 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit Index
| 15.1 | Press Release dated December 31, 2025. |
| 99.1 | Amendment Agreement III dated December 31, 2025 to Sale and Purchase Agreement dated as of February 27, 2023 by and among the Company, Feishang Group and Top Pacific (China) Limited, Li Feilie and Yao Yuguang |
| 101.INS | Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CHINA NATURAL RESOURCES, INC. | ||
| Date: December 31, 2025 | By: | /s/ Wong Wah On Edward |
|---|---|---|
| Wong Wah On Edward | ||
| Chairman and Chief Executive Officer | ||
CHINA NATURAL RESOURCES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| UNAUDITED INTERIM FINANCIAL STATEMENTS | Pages |
|---|---|
| Condensed Consolidated Statements of Profit or Loss (Unaudited) for the Six Months Ended June 30, 2025 and 2024 | F-2 |
| Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the Six Months Ended June 30, 2025 and 2024 | F-3 |
| Condensed Consolidated Statements of Financial Position as of June 30, 2025 (Unaudited) and December 31, 2024 | F-4 – F-5 |
| Condensed Consolidated Statements of Changes in Equity (Unaudited) for the Six Months Ended June 30, 2025 and 2024 | F-6 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2025 and 2024 | F-7 |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | F-8 – F-25 |
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