{"url_path":"/sec/chnr/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 **","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/793628/0001553350-26-000083-index.html","accession_number":"0001553350-26-000083","cik":"0000793628","ticker":"CHNR","issuer_name":"CHINA NATURAL RESOURCES INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/793628/0001553350-26-000083-index.html","primary_entity_key":"0000793628","primary_entity_name":"CHINA NATURAL RESOURCES INC"},"word_count":5221,"has_tables":true,"body_markdown":"**ITEM 6.**\n**DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n \n**A.**\n**Directors and Senior Management**\n\n \n\n**Executive Officers and Directors**\n\n \n\nThe following table identifies\nthe current directors and executive officers of the Company, and sets forth their ages and positions with the Company:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n \n \n \n \n \n\nWong Wah On Edward\n \n62\n \nChairman of the Board of Directors, President and Chief Executive Officer\n\nTam Cheuk Ho\n \n63\n \nDirector\n\nZhu Youyi\n \n45\n \nChief Financial Officer and Corporate Secretary\n\nLam Kwan Sing\n \n56\n \nNon-employee Director\n\nNg Kin Sing\n \n63\n \nNon-employee Director\n\nYip Wing Hang\n \n59\n \nNon-employee Director\n\nLi Feilie\n \n60\n \nDirector of Subsidiaries\n\n \n\nMr. Wong Wah On Edward was\nappointed as a director in April 2015, and as Chairman of the Board of Directors, President and Chief Executive Officer in August 2016.\nMr. Wong served as the director of Feishang Anthracite from February 2013 to March 2026. He served as a director of the Company from\nJanuary 1999 to January 2014, as its financial controller from December 2004 to January 2008, as its secretary from February 1999 to January\n2014, and as its chief financial officer from January 2008 to January 2014. Mr. Wong is a co-owner and has been principally employed as\na director of Anka, a privately held company, since April 2008. Mr. Wong has also served as an independent non-executive director of Quali-Smart\nHoldings Limited, a company listed in Hong Kong since September 2015. He received a professional diploma in Company Secretaryship and\nAdministration from the Hong Kong Polytechnic University. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants\nand the Association of Chartered Certified Accountants, and an associate member of the Hong Kong Chartered Governance Institute. He is\nalso a certified public accountant (practicing) in Hong Kong.\n\n \n\nMr. Tam Cheuk Ho was appointed\nas a director in April 2015. Mr. Tam served as the director of Feishang Anthracite from February 2013 to March 2026. He served as\na director of the Company from December 1993 to December 1994 and from December 1997 to January 2014. He was also the Chief Financial\nOfficer and Executive Vice President of the Company, from December 2004 to January 2008, and from January 2008 to January 2014, respectively.\nMr. Tam is also a director and co-owner of Anka. He is a fellow member of both the Hong Kong Institute of Certified Public Accountants\nand the Association of Chartered Certified Accountants. He is also a certified public accountant (practicing) in Hong Kong. He holds a\nBachelor of Business Administration degree from the Chinese University of Hong Kong.\n\n \n\nMr. Zhu Youyi joined the Company\nin 2009 and has served the Company for over 10 years with various roles in accounting, internal audit and compliance functions. He was\nappointed as Chief Financial Officer and Corporate Secretary in July 2020. Prior to joining the Company, Mr. Zhu worked at the audit department\nof an international certified public accountant firm, providing audit services to clients in a variety of business sectors. Mr. Zhu holds\na bachelor’s degree in Accountancy from Southwestern University of Finance and Economics, and is a member of the Chinese Institute\nof Certified Public Accountants.\n\n \n\n \n\n54 \n\n \n\n \n\n \n\n \n\nMr. Lam Kwan Sing has\nbeen a non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance committee since December 2004,\nand a member of its Compensation Committee since November 2007. Mr. Lam has been an independent non-executive director of Summit Ascent\nHoldings Limited, a Hong Kong listed company, from June 2019 to January 2024. From November 2016 to June 2022, Mr. Lam was the chief executive\nofficer and executive director of SFund International Holdings Ltd., a Hong Kong listed company. He is also an independent non-executive\ndirector of Aceso Life Science Group, a Hong Kong listed company, since August 2012. Mr. Lam holds a bachelor’s degree in Accountancy\nfrom the City University of Hong Kong.\n\n \n\nMr. Ng Kin Sing has been\na non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance Committee since December 2004, and\na member of its Compensation Committee since November 2007. From March 2012 to the present, Mr. Ng has been the director of Sky Innovation\nLimited, a private investment company. Mr. Ng holds a bachelor’s degree in Business Administration from the Chinese University\nof Hong Kong.\n\n \n\nDr. Yip Wing Hang has\nbeen a non-employee director and a member of CHNR’s Audit Committee and Nominating and Governance Committee since June 2006, and\na member of its Compensation Committee since November 2007. From January 2018 to the present, Dr. Yip has been the senior director of\nWinsome Asset Management Ltd., where he is responsible for managing high-net-worth clients’ assets on a discretionary basis. Dr.\nYip has served as adjunct associate professor at the Institute of China Business, the University of Hong Kong since 2013. Dr. Yip\nholds a doctorate degree from the University of Wales TSD, a master’s degree in Sustainability from the University of Cambridge, a\nmaster’s degree in Management from Harvard University and a master’s degree in Accounting and Finance from the Lancaster University,\nUnited Kingdom. He is also a Chartered Banker in the United Kingdom and a Certified Banker in Hong Kong.\n\n \n\nMr. Li Feilie served\nas a director, Chief Executive Officer and Chairman of the Board of CHNR from February 2006 to August 2016. He currently serves as director\nof Feishang Mining, Newhold, Pineboom, China Coal, Feishang Dayun, Feishang Yongfu and FMH Services, each of which is a subsidiary of\nCHNR. While Mr. Li is not an officer or director of the Company, he ultimately controls the Company through his services as an officer\nand/or director of certain of the Company’s subsidiaries, his beneficial ownership of the Company’s shares, his ability to\nelect the Board of Directors and his direct ownership of a substantial amount of Company debt. In addition to his directorships, Mr. Li\nprovides strategic guidance relating to the various businesses in which he and his controlled companies invest. Through his related companies,\nMr. Li also provides funding to support the Company’s operating expenses and indirectly holds a substantial amount of the Company’s\ndebt (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions,” below). Mr. Li\nhas been the chairman of Feishang Enterprise, Wuhu City Feishang Industrial Co., Ltd. and Wuhu Feishang Port Co., Ltd., companies beneficially\nowned by him, since June 2000, from December 2001 to July 2011 and since October 2002, respectively. Mr. Li graduated\nfrom Peking University with a bachelor’s degree and a master’s degree in Economics.\n\n \n\n**Key Employees**\n\n \n\nThe following table identifies\nthe senior management of Bayannaoer Mining, and his age and position:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n \n \n \n \n \n\nYu Jun\n \n58\n \nGeneral Manager of Bayannaoer Mining\n\n \n\nMr. Yu Jun was appointed as\ngeneral manager of Bayannaoer Mining in January 2015. He has served as finance manager and chief financial officer of Bayannaoer Mining\nsince 2005. Mr. Yu has over 25 years of experience in corporate finance. Prior to joining Bayannaoer Mining, he served in the positions\nof finance manager and financial controller of several companies including subsidiary companies of Sichuan University. Mr. Yu graduated\nfrom the University of Electronic Science and Technology of China in 1989 and was awarded a bachelor’s degree from Southwestern\nUniversity of Finance and Economics in 2004.\n\n \n\n55 \n\n \n\n \n\n**Family Relationships and Other Arrangements**\n\n** **\n\nThere are no family relationships\nbetween any of the individuals identified above. There are no arrangements or understandings between major shareholders, customers, suppliers\nor others pursuant to which any of the individuals identified above was selected as a director or member of senior management, other than\nthe fact that each was elected by Mr. Li Feilie.\n\n \n\n \n**B.**\n**Compensation**\n\n \n\n**Executive Compensation**\n\n** **\n\nThe following table sets forth\nthe amount of compensation that was paid, earned and/or accrued and awards made under the Company’s equity compensation plan during\nthe fiscal year ended December 31, 2025, to each of the individuals identified in “Item 6.A. DIRECTORS, SENIOR MANAGEMENT AND\nEMPLOYEES – Directors and Senior Management” above.\n\n \n\nName \n\n**Compensation**\n\n**(US$)**\n  \n\n**Number\nof options**\n\n**to\npurchase**\n\n**common\nshares**\n  \n\n**Exercise\nprice**\n\n**(US$/share)**\n  \n\n**Expiration**\n\n**date**\n \n\nDirectors and Executive Officers \n    \n    \n    \n   \n\nLam Kwan Sing \n 15,385  \n —  \n —  \n — \n\nLi Feilie1 \n 1  \n —  \n —  \n — \n\nNg Kin Sing \n 15,385  \n —  \n —  \n — \n\nTam Cheuk Ho2 \n 1  \n —  \n —  \n — \n\nWong Wah On Edward2 \n 1  \n —  \n —  \n — \n\nYip Wing Hang \n 15,385  \n —  \n —  \n — \n\nZhu Youyi \n 28,800  \n —  \n —  \n — \n\nKey Employees \n    \n    \n    \n   \n\nYu Jun \n 11,077  \n —  \n —  \n — \n\n———————\n\n \n1\nMr. Li serves as director of certain subsidiaries of the Company. The amount does not include payments under an office sharing agreement pursuant to which Feishang Enterprise, a company controlled by Mr. Li, provides our subsidiary Feishang Management with certain shared office space (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Commercial Transactions with Related Companies,” below).\n\n \n\n \n2\nThe amounts do not include payments to Anka under an office sharing agreement pursuant to which Anka provides certain accounting, administrative and secretarial services to the Company (see “Item 7.B. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS – Related Party Transactions – Commercial Transactions with Related Companies,” below). Anka is jointly owned by Messrs. Wong Wah On Edward and Tam Cheuk Ho.\n\n \n\nOn April 2, 2015, we entered\ninto service agreements with Mr. Tam Cheuk Ho (a director) and Mr. Wong Wah On Edward (our Chairman, Chief Executive Officer and President).\nEach of the agreements is for an initial term of one year and, thereafter, continues unless and until terminated by either party on not\nless than one month’s notice. Each of the agreements also provides for the payment to the individual of an annual fee of US$1.00,\nplus such equity awards as may from time to time be determined by our Compensation Committee.\n\n \n\nOn March 7, 2019, we entered\ninto an employment agreement with Mr. Yu Jun for his services as general manager of Bayannaoer Mining for a term of one year expiring\non March 6, 2020. The agreement was renewed on March 7, 2020, March 7, 2021, and March 7, 2022, respectively, with the same initial terms.\nFor his services, Mr. Yu receives a basic salary at the rate of CNY5,000 (US$715) per month, and is eligible for a bonus. Mr. Yu also\nenjoys certain perquisites and is eligible for bonuses. These amounts are included in the table above.\n\n \n\nOn July 14, 2020, we entered\ninto a service agreement with Mr. Zhu Youyi (our Chief Financial Officer and Corporate Secretary). The agreement is for an initial term\nof one year and, thereafter, continues unless and until terminated by either party on not less than one month’s notice. The agreement\nalso provides for the payment of an annual fee of US$1.00, plus such equity awards as may from time to time be determined by our Compensation\nCommittee.\n\n \n\n  \n\n56 \n\n \n\n \n\n \n\nThere are no current contracts,\nagreements or understandings to increase the annual cash compensation payable to any of our executive officers or directors. For each\nof the three years ended December 31, 2023, 2024 and 2025, no increases in cash compensation were determined by the Compensation Committee\nunder the service agreements, and we paid or accrued nil, nil and nil, respectively, for cash compensation to our executive officers for\ntheir services as such.\n\n \n\nThe Company has no other employment\ncontracts with any of its executive officers or directors and maintains no retirement, fringe benefit or similar plans for the benefit\nof its executive officers or directors. The Company may, however, enter into employment contracts with its officers and key employees,\nadopt various benefit plans and begin paying compensation to its officers and directors as it deems appropriate to attract and retain\nthe services of such persons. The Company and its subsidiaries have not set aside or accrued any amounts to provide pension, retirement\nor similar benefits to the Company’s directors.\n\n \n\n**Non-Employee Director Compensation**\n\n \n\nWe pay our independent directors\na monthly director’s fee equal to HK$10,000 (US$1,282). We do not otherwise pay fees to directors for their attendance at meetings\nof the Board of Directors or of committees; however, we may adopt a policy of making such payments in the future. We reimburse out-of-pocket\nexpenses incurred by directors in attending Board and committee meetings. During the fiscal year ended December 31, 2025, no long-term\nincentive plans or pension plans were in effect with respect to any of the Company’s executive officers or directors.\n\n \n\n**Securities Authorized for Issuance Under Equity Compensation Plans**\n\n \n\nThe following table sets forth information relating\nto our outstanding stock option plans as of the date of this annual report:\n\n \n\nPlan Category \nNumber of securities to be issued upon exercise of outstanding options, warrants and rights\n(a)  \nWeighted-average exercise price of outstanding options, warrants and rights  \nNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) \n\nEquity compensation plans approved by security holders\n2024 Equity Compensation Plan \n —  \n$—  \n 251,277 \n\nEquity compensation plans not approved by security holders \n —  \n N/A  \n — \n\nTotal \n —  \n$N/A  \n 251,277 \n\n  \n\n**Stock Option Plan**\n\n \n\nThe 2024 Plan was authorized\nby our Board of Directors on June 20, 2024, and was ratified and approved by members on October 24, 2024.\n\n \n\nThe purposes of the 2024 Plan are to:\n\n \n\n \n•\nEncourage ownership of our common shares by our officers, directors, employees and advisors;\n\n \n\n \n•\nProvide additional incentive for them to promote our success and our business; and\n\n \n\n \n•\nEncourage them to remain in our employ by providing them with the opportunity to benefit from any appreciation of our common shares.\n\n \n\n \n\n57 \n\n \n\n \n\nThe 2024 Plan is administered\nby the Board of Directors or a committee designated by the Board (the “Plan Committee”). The 2024 Plan allows the Board or\nPlan Committee to grant various incentive equity awards not limited to stock options. The Company has reserved a number of common shares\nequal to 20% of the issued and outstanding common shares of the Company, from time to time, for issuance pursuant to options granted (“Plan\nOptions”) or for restricted stock awarded (“Stock Grants”) under the 2024 Plan. Stock appreciation rights may be granted\nas a means of allowing participants to pay the exercise price of Plan Options. Stock Grants may be made upon such terms and conditions\nas the Board or Plan Committee determines. Stock Grants may include deferred stock awards under which receipt of Stock Grants is deferred,\nwith vesting to occur upon such terms and conditions as the Board or Plan Committee determines.\n\n \n\nThe Board or Plan Committee\nmay determine, from time to time, those of our officers, directors, employees and consultants to whom Stock Grants and Plan Options will\nbe granted, the terms and provisions of the respective Stock Grants and Plan Options, the dates such Plan Options will become exercisable,\nthe number of shares subject to each Plan Option, the purchase price of such shares and the form of payment of such purchase price. Plan\nOptions and Stock Grants will be awarded based upon the fair market value of our common shares at the time of the award. All questions\nrelating to the administration of the 2024 Plan and the interpretation of the provisions thereof are to be resolved at the sole discretion\nof the Board or Plan Committee.\n\n \n\nOn July 14, 2022, option awards\nhave been granted to certain eligible individuals covering an aggregate of 202,500 (as adjusted by a eight-to-one share combination on\nJune 13, 2025) of the Company’s common shares under the 2014 Plan. The 2014 Plan terminated on June 19, 2024. A total of 251,277\ncommon shares (as adjusted) have been reserved for issuance under the 2024 Plan at the time of adoption of the 2024 Plan by the Board\nof Directors. No awards have yet been made under the 2024 Plan as of the date of this annual report. The 2024 Plan terminates on September\n25, 2034.\n\n \n\n \n**C.**\n**Board Practices**\n\n \n\nAs provided by our Memorandum\nand Articles, each director is to hold office for a three-year term expiring at the annual meeting of shareholders held in the third year\nafter his or her appointment. At the 2025 annual meeting of shareholders, Messrs. Wong Wah On Edward and Tam Cheuk Ho were elected to\nserve as Class III directors until the annual meeting of shareholders in 2028. Mr. Ng Kin Sing serves as Class I directors until the 2026\nannual meeting of shareholders. Messrs. Lam Kwan Sing and Yip Wing Hang serve as Class II directors until the 2027 annual meeting of shareholders.\n\n \n\nMessrs. Lam Kwan Sing, Yip\nWing Hang and Ng Kin Sing are each an “independent director” as such term is used in applicable rules and regulations of the\nSEC and in Nasdaq Marketplace Rule 5605(a)(2). We are not required to maintain a Board of Directors consisting of a majority of independent\ndirectors based upon an exemption from Nasdaq requirements applicable to foreign private issuers whose home jurisdiction does not require\nthe board of directors to consist of a majority of independent directors.\n\n \n\nOur officers are elected annually\nat the meeting of the Board of Directors following each annual meeting of shareholders, and hold office until their respective successors\nare duly elected and qualified, subject to their earlier death, resignation or removal, and the terms of applicable employment agreements.\n\n \n\nPlease see “Item 6.B.\nDIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – Compensation – Executive Compensation,” above, for information regarding\nour service contracts with Messrs. Tam Cheuk Ho and Wong Wah On Edward.\n\n \n\n**Audit Committee**\n\n \n\nOur Board of Directors has\nestablished an Audit Committee that operates pursuant to a written charter. Our Audit Committee, whose members currently consist of Yip\nWing Hang (Chairman), Lam Kwan Sing and Ng Kin Sing, is principally responsible for ensuring the accuracy and effectiveness of the annual\naudit of the financial statements. The duties of the Audit Committee include, but are not limited to:\n\n \n\n \n•\nAppointing and supervising our independent registered public accounting firm;\n\n \n\n \n•\nAssessing the organization and scope of the company’s interim audit function;\n\n \n\n \n•\nReviewing the scope of audits to be conducted, as well as the results thereof;\n\n \n\n \n•\nApproving audit and non-audit services provided to us by our independent registered public accounting firm; and\n\n \n\n \n•\nOverseeing our financial reporting activities, including our internal controls and procedures and the accounting standards and principles applied.\n\n \n\nEach member of the Audit Committee\nis an “independent director,” as such term is used in applicable rules and regulations of the SEC and in Nasdaq Marketplace\nRule 5605(a)(2).\n\n \n\n \n\n58 \n\n \n\n \n\n**Nominating and Corporate Governance Committee; Shareholder Nominees\nfor Director**\n\n \n\nOur Board of Directors has\nestablished a Nominating and Corporate Governance Committee that operates pursuant to a written charter. The current members of the Nominating\nand Corporate Governance Committee are Ng Kin Sing, Lam Kwan Sing and Yip Wing Hang. Each member of the Nominating and Corporate Governance\nCommittee is an “independent director,” as such term is used in Nasdaq Marketplace Rule 5605(a)(2).\n\n \n\nThe Nominating and Corporate\nGovernance Committee is responsible for providing oversight on a broad range of issues surrounding the composition and operation of our\nBoard of Directors. In particular, the responsibilities of the Nominating and Corporate Governance Committee include:\n\n \n\n \n•\nIdentifying individuals qualified to become members of the Board of Directors;\n\n \n\n \n•\nDetermining the slate of nominees to be recommended for election to the Board of Directors;\n\n \n\n \n•\nReviewing corporate governance principles applicable to us, including recommending corporate governance principles to the Board of Directors and administering our Code of Ethics;\n\n \n\n \n•\nAssuring that at least one Audit Committee member is an “audit committee financial expert” within the meaning of regulatory requirements; and\n\n \n\n \n•\nCarrying out such other duties and responsibilities as may be determined by the Board of Directors.\n\n \n\nThe Nominating and Corporate\nGovernance Committee is required to meet at least once annually, and more frequently if the committee deems it to be appropriate. The\ncommittee may delegate authority to one or more members of the committee, provided that any decisions made pursuant to such delegated\nauthority are presented to the full committee at its next scheduled meeting. Discussions pertaining to the nomination of directors are\nrequired to be held in executive session.\n\n \n\nThe Nominating and Corporate\nGovernance Committee will consider candidates for directors proposed by shareholders, although no formal procedures for submitting the\nnames of candidates for inclusion on management’s slate of director nominees have been adopted. Until otherwise determined by the\nNominating and Corporate Governance Committee, a member who wishes to submit the name of a candidate to be considered for inclusion on\nmanagement’s slate of nominees at the next annual meeting of shareholders must notify our Corporate Secretary, in writing, no later\nthan June 30 of the year in question of its desire to submit the name of a director nominee for consideration. The written notice\nmust include information about each proposed nominee, including name, age, business address, principal occupation, telephone number, shares\nbeneficially owned and a statement describing why inclusion of the candidate would be in our best interests. The notice must also include\nthe proposing member’s name and address, as well as the number of shares beneficially owned. A statement from the candidate must\nalso be furnished, indicating the candidate’s desire and ability to serve as a director. Adherence to these procedures is a prerequisite\nto the Board’s consideration of the shareholder’s candidate. Once a candidate has been identified, the Nominating and Corporate\nGovernance Committee reviews the individual’s experience and background, and may discuss the proposed nominee with the source of\nthe recommendation. If the Nominating and Corporate Governance Committee believes it to be appropriate, committee members may meet with\nthe proposed nominee before making a final determination whether to include the proposed nominee as a member of management’s slate\nof director nominees to be submitted for election to the Board.\n\n \n\n**Compensation Committee**\n\n \n\nOur Board of Directors has\nestablished a Compensation Committee that operates pursuant to a written charter. The current members of the Compensation Committee are\nNg Kin Sing, Lam Kwan Sing and Yip Wing Hang. Each member of the Compensation Committee is an “independent director,” as such\nterm is used in Nasdaq Marketplace Rule 5605(a)(2).\n\n \n\nThe Compensation Committee is responsible for:\n\n \n\n \n•\nFormulating corporate goals and objectives relevant to compensation payable to the CEO and other executive officers;\n\n \n\n \n•\nEvaluating the performance of the CEO and other executive officers in light of these goals and objectives;\n\n \n\n \n•\nRecommending to the Board for its adoption and approval compensation payable to the CEO and other executive officers, including (a) annual base salary level, (b) annual incentive opportunity level, (c) long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreement/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits;\n\n \n\n \n•\nAdministering and supervising the Company’s incentive compensation plans, including equity compensation plans;\n\n \n\n \n•\nRecommending to the Board for its adoption and approval awards to be made under the Company’s incentive compensation plans, including equity compensation plans; and\n\n \n\n \n•\nGenerally supporting the Board of Directors in carrying out its overall responsibilities relating to executive compensation.\n\n \n\n \n\n59 \n\n \n\nThe Compensation Committee\nis required to meet at least once annually, and more frequently if the committee deems it to be appropriate. The committee may delegate\nauthority to one or more members of the committee; provided, that any decisions made pursuant to such delegated authority are promptly\ncommunicated to all other committee members. The committee’s current compensation decisions are reflective of our current financial\nposition.\n\n \n\n**Nasdaq Requirements**\n\n \n\nOur common shares are currently\nlisted on the Nasdaq Capital Market and, for so long as our securities continue to be listed, we will remain subject to the rules and\nregulations established by Nasdaq Stock Market as being applicable to listed companies. Nasdaq has adopted, and from time to time adopts,\namendments to its Marketplace Rule 5600 that impose various corporate governance requirements on issuers of listed securities. Section (a)(3)\nof Marketplace Rule 5615 provides that foreign private issuers such as our company are required to comply with certain specific requirements\nof Marketplace Rule 5600, but, as to the balance of Marketplace Rule 5600, foreign private issuers are not required to comply\nif the laws of their home jurisdiction do not otherwise mandate compliance with the same or substantially similar requirement.\n\n \n\nWe currently comply with\nthe applicable specifically mandated provisions of Marketplace Rule 5600. In addition, we have elected to voluntarily comply with\ncertain other provisions of Marketplace Rule 5600, notwithstanding that our home jurisdiction does not mandate compliance with the\nsame or substantially similar requirements; although we may in the future determine to cease voluntary compliance with those provisions\nof Marketplace Rule 5600 that are not mandatory. However, we have elected not to comply with the following provisions of Marketplace\nRule 5600, since the laws of the BVI do not require compliance with the same or substantially similar requirements:\n\n \n\n \n•\nA majority of our directors are not independent as defined by Nasdaq rules;\n\n \n\n \n•\nOur independent directors do not hold regularly scheduled meetings in executive session (rather, all Board members may attend all meetings of the Board of Directors);\n\n \n\n \n•\nThe compensation of our executive officers is recommended but not determined by an independent committee of the Board or by the independent members of the Board of Directors; and our CEO is not prevented from being present in the deliberations concerning his compensation;\n\n \n\n \n•\nRelated party transactions are not required to be reviewed;\n\n \n\n \n•\nWe are not required to solicit member approval of stock plans or securities issuances, including those in which our officers or directors may participate; share issuances that will result in a change in control; the issuance of our shares in related party acquisitions or other acquisitions in which we may issue 20% or more of our outstanding shares; or below market price issuances of 20% or more of our outstanding shares to any person; and\n\n \n\n \n•\nWe are not required to hold an in-person annual meeting to elect directors and transact other business customarily conducted at an annual meeting (rather, we complete these actions by written consent of holders of a majority of our voting securities).\n\nWe may in the future determine\nto voluntarily comply with one or more of the foregoing provisions of Marketplace Rule 5600.\n\n \n\n \n**D.**\n**Employees**\n\n \n\nAs of the date of this annual\nreport, we employed a total of nine employees on a full-time basis consisting of six employees engaged in metal exploration, and three\nexecutive and administrative employees in corporate services. The Company believes that its relations with employees are generally good.\n\n \n\nThe following table sets out\nthe number of employees as of December 31, 2023, 2024, and 2025, including their principal category of activity and geographic location.\n\n \n\n  \n  \nYears Ended December 31, \n\n  \n  \n2023  \n2024  \n2025 \n\n  \n  \n   \n   \n  \n\nHong Kong \nAccounting, administration and management \n 2  \n 2  \n 2 \n\n  \n  \n 2  \n 2  \n 2 \n\n  \n  \n    \n    \n   \n\nThe PRC \nAccounting, administration and management (Shenzhen) \n 1  \n 1  \n 1 \n\n  \nAccounting, administration and management (Bayannaoer) \n 4  \n 4  \n 4 \n\n  \nCashier \n 1  \n 1  \n 1 \n\n  \nMining exploration \n 1  \n 1  \n 1 \n\n  \n  \n 7  \n 7  \n 7 \n\nTotal \n  \n 9  \n 9  \n 9 \n\n \n\n ** **\n\n** **\n\n****\n\n60 \n\n \n\n** **\n\n \n**E.**\n**Share Ownership**\n\n \n\nThe following table sets forth,\nas of the date of this annual report, the share ownership of the Company’s common shares by:\n\n \n\n \n·\neach of the individuals disclosed in response to Item 6.B. of this annual report; and\n\n \n·\neach person known to us to beneficially own more than 5% of our common shares.\n\n \n\nThe calculations in the table\nbelow are based on 1,256,388 common shares issued and outstanding as of the date of this annual report, excluding a total of 148,788\ncommon shares that represent common shares underlying the Warrants that are issuable upon exercise of the Warrants by cash and without\nadjustment.\n\n \n\nUnless otherwise indicated,\neach person has sole investment and voting power with respect to all shares shown as beneficially owned. The term “beneficial owner”\nof securities refers to any person who, even if not the record owner of the securities, has or shares the underlying benefits of ownership.\nThese benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership\nof the securities. A person also is considered to be the “beneficial owner” of securities that the person has the right to\nacquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees,\nbrokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,”\nwhich means the direct or indirect power to direct the management and policies of the entity. The Company’s directors and executive\nofficers, and Mr. Li Feilie, do not have different voting rights than other shareholders of the Company.\n\n \n\nName of Beneficial\nOwner \nAmount\nand Nature of\nBeneficial Ownership  \nPercentage\nof Class \n\nDirectors and Executive Officers \n    \n   \n\nLi Feilie \n 671,445(1) \n 53.44%\n\nWong Wah On Edward \n 10,000  \n 0.80%\n\nTam Cheuk Ho \n 7,049  \n 0.56%\n\nLam Kwan Sing \n —  \n — \n\nNg Kin Sing \n —  \n — \n\nYip Wing Hang \n —  \n — \n\nYu Jun \n —  \n — \n\nZhu Youyi \n —  \n — \n\nOfficers and directors as a group (8 persons) \n 688,494  \n 54.80%\n\nPrincipal Shareholders \n    \n   \n\nAlto Opportunity Master Fund, SPC – Segregated Master Portfolio B \n \n69,743\n(2) \n 5.55%\n\n \n\n______________________________\n\n† For each person\nand group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person\nor group by the sum of the total number of shares outstanding and the number of shares such person or group has the right to acquire upon\nexercise of option, warrant or other right within 60 days after the date of this Annual Report.\n\n \n\nExcept as indicated otherwise\nbelow, the business address of our directors and executive officers is Room M07, 7/F, Valiant Industrial Building, 2-12 Au Pui Wan Street,\nFo Tan, Hong Kong.\n\n \n\n \n(1)\nMr. Li is not an officer or director of CHNR but is an officer and/or director of certain of our subsidiaries, and ultimately controls the Company through his beneficial ownership of our shares, his ability to elect the Board of Directors and his ownership of a substantial amount of Company debt. This number consists of (a) 663,945 outstanding common shares held in the name of Feishang Group, a BVI corporation that is wholly owned by Mr. Li, and (b) 7,500 outstanding common shares held by Mr. Li.\n\n** **  \n\n \n(2)\nThis number represents 69,743 common shares issuable upon exercise of certain warrants held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. ‌Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address of Ayrton Capital LLC is 55 Post Rd West, 2nd Floor, Westport, CT 06880.\n\n \n\nPlease refer to the discussion\nof our equity compensation plan and securities authorized for issuance thereunder under “Item 6.B. DIRECTORS, SENIOR MANAGEMENT\nAND EMPLOYEES – Compensation – Securities Authorized for Issuance Under Equity Compensation Plans” above.\n\n \n\n**F.       Disclosure\nof a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nNot Applicable.\n\n \n\n61"}