{"url_path":"/sec/chnr/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 **","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":2217,"has_tables":true,"body_markdown":"**ITEM 7.**\n**MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n \n\n \n**A.**\n**Major Shareholders**\n\n \n\n**Major Shareholders**\n\n \n\nPlease refer to “Item\n6.E. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES – Share Ownership.”\n\n \n\n**Significant Changes in Ownership**\n\n \n\nIn January 2021, we issued\n3.96 million common shares in a registered offering, and concurrently privately placed warrants exercisable for up to 1.98 million common\nshares. See “Item 10.C. ADDITIONAL INFORMATION – Material Contracts.” In July 2021, we issued 3.0 million common shares,\nand transferred our 120 million shares of Feishang Anthracite, as well as approximately CNY10.3 million (US$1.47 million), to Feishang\nGroup in exchange for all outstanding shares of PST Technology and the transfer to us of approximately CNY130.0 million (US$18.58 million)\nof PST Technology’s outstanding debt previously owed to Mr. Li Feilie. On July 28, 2023, we transferred 100% equity interest of\nPST Technology to Feishang Group, together with PST Technology’s outstanding payable owned to the Company, for consideration of\napproximately CNY95,761,119, comprising: (i) CNY-34,197,300, the fair value of 100% equity interest of PST Technology as determined by\nthe independent valuation report dated July 28, 2023; (ii) CNY 129,958,419, the book value of PST Technology’s outstanding payable\nowed to the Company. See “Item 4.A. – Information on the Company – History and Development of the Company – Acquisition\nand Sale of PST Technology.” In February 2024, we issued 1.49 million common shares in a registered offering, and concurrently privately\nplaced warrants exercisable for up to 1.19 million common shares. See “Item 10.C. ADDITIONAL INFORMATION – Material Contracts.”\nOther than the foregoing events, there have been no significant changes in the percentage of ownership held by the major shareholder during\nthe past three years.\n\n \n\n \n\n**Geographic Breakdown of Shareholders**\n\n \n\nBased upon a review of our\nshareholder records as of April 30, 2026, on that date our common shares were held of record by approximately 178 persons, 157 of whom,\nholding approximately 40.22% of our outstanding common shares on that date, were located in the United States (host country). Shares registered\nin the name(s) of intermediaries were assumed to be held by residents of the same country in which the intermediary was located.\n\n \n\n**Control**\n\n \n\nTo our knowledge, there are\nno arrangements the operation of which may, at a subsequent date, result in a change in control of the Company, and, except as otherwise\ndisclosed in this annual report, we are not directly or indirectly owned or controlled by any other corporation, by any foreign government\nor by any other natural or legal person, severally or jointly.\n\n \n\n \n**B.**\n**Related Party Transactions**\n\n \n\n**Employment Agreements and Indemnification Agreements**\n\n \n\nSee “Item 6. Directors, Senior Management\nand Employees—6.B. Compensation—Employment Agreements and Indemnification Agreements.”\n\n \n\n**Share Incentives**\n\n \n\nSee “Item 6. Directors, Senior Management\nand Employees—6.B. Compensation—Share Incentive Plan.”\n\n \n\n**Other Related Party Transactions**\n\n \n\nIn 2025, we received an aggregate\namount of HK$1.06 million (US$0.14 million) from Anka in the form of interest-free loans to us.\n\n \n\nWe have received letters from\nFeishang Group and Feishang Enterprise, entities controlled by Mr. Li Feilie, the principal beneficial shareholder of the Company,\nboth dated April 30, 2026 which state that Feishang Group and Feishang Enterprise will provide continuous financial support (in the form\nof interest-free loans) to us in relation to the going concern of our operations, including not recalling any amounts due to them until\nwe are in a position to settle the amounts due without having a detrimental impact on our financial resources, and that Feishang Enterprise\nwill pay debts on our behalf when needed. As far as the Company understands, there are no limitations on the amount, provision or duration\nof support from Feishang Group or Feishang Enterprise.\n\n  \n\nFeishang Enterprise and Feishang\nGroup are each beneficially owned by Mr. Li Feilie, the principal beneficial owner of the Company, and members of his family. Mr. Li is\nalso the former Chief Executive Officer and Chairman of the Company and currently serves as a director of certain subsidiaries of the\nCompany. Mr. Wong Wah On Edward, the Chief Executive Officer and Chairman of the Company, is also a director of certain affiliates of\nFeishang Group.\n\n \n\n62 \n\n \n\n \n\n**Acquisition and Sale of PST Technology**\n\n \n\nOn July 28, 2023, the Company\nentered into a Sale and Purchase Agreement with Feishang Group Limited (“Feishang Group”). Pursuant to the agreement, the\nCompany agreed to sell 100% equity interest of PST Technology to Feishang Group, together with PST Technology’s outstanding payable\nowed to the Company, for consideration of approximately CNY95,761,119 comprising: (i) CNY -34,197,300, the fair value of 100% equity interest\nof PST Technology as determined by the independent valuation report dated July 28, 2023; (ii) CNY 129,958,419, the book value of PST Technology’s\noutstanding payable owed to the Company.\n\n \n\nPST Technology, through its\nwholly owned subsidiaries, owns a 51% equity interest in Shanghai Onway and Shanghai Onway’s subsidiaries which are principally\nengaged in the development of rural wastewater treatment technologies, the provision of equipment and materials for rural wastewater treatment,\nundertaking EPC and PPP projects in relation to rural wastewater treatment, and the provision of consulting and professional technical\nservices. After PST Technology’s disposition, the Company discontinued the operation in wastewater treatment segment and continue\nengaging in the exploration and mining business.\n\n \n\nThe description of the PSTT\nSPA is qualified in its entirety by reference to the PST SPA and the letter between Feishang Group and the Company, dated July 28, 2023,\na copy of which has been filed as Exhibit 4.18.\n\n \n\n**Acquisition of Williams Minerals**\n\n \n\nOn February 27, 2023,\nthe Company entered into the Zimbabwe SPA with Feishang Group, Top Pacific, Mr. Li Feilie and Mr. Yao Yuguang, to indirectly acquire all\ninterests in Williams Minerals, which owns the mining permit for a Zimbabwean lithium mine. At the time of the entry into the Zimbabwe\nSPA, Feishang Group owned 70% of Williams Minerals, and Top Pacific, a non-affiliate, owned the remaining 30%. Under the Zimbabwe SPA,\nit is expected that the Company will indirectly acquire all interests in Williams Minerals in the second fiscal quarter of 2023, and that\nthe Company’s “ownership” (which, as defined in the Zimbabwe SPA, relates to its legal possession and control) of the\nZimbabwean lithium mine will vest cumulatively, region by region from 2024 through 2026, contingent upon the issuance of independent technical\nreports and the Company’s full settlement of the purchase consideration in cash and restricted shares. For each relevant region\nof the lithium mine, until the Company’s legal possession and control vests, the Sellers will maintain legal possession and control,\nincluding the right of exploration, sale of lithium, and the revenue derived therefrom, as well as liability for operational costs and\nthird-party claims.\n\n \n\nSubject to the terms\nand conditions of the Zimbabwe SPA, the Company plans to issue restricted shares as 50% of the consideration for the Acquisition, with\nthe remaining 50% of the consideration comprised of a promissory note and/or cash, for maximum consideration of US$1.75 billion (3.5\nmillion estimated tons of measured, indicated and inferred resources of lithium oxide (grade 1.06% or above in accordance with the standard\nunder the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves) priced at US$500 per ton). The\nCompany may issue restricted CHNR shares at a discount to the market price to secure a portion of the required capital. On April 14,\n2023, the Company announced that it completed its due diligence investigation with satisfactory results and decided to proceed with the\nAcquisition. The Company paid an aggregate of $35 million by way of promissory notes (instead of cash) as a deposit as a deposit on April\n21, 2023, and will pay an aggregate of $140 million by way of promissory notes and/or cash as an initial installment.\n\n \n\nCompletion of the Acquisition\nis contingent upon the satisfaction of a number of conditions, including, among other things, the transfer of ownership interests in Williams\nMinerals from the Sellers to the intermediate holding company; the issuance of independent technical reports, the actual quantity of qualified\nlithium oxide metal resources proven or estimated to exist in each mining area covered by the relevant report, and the Company’s\nfull settlement of the purchase consideration in cash and restricted shares. There is no guarantee that the Acquisition will close or\nbe completed at the anticipated valuation and terms, or at all.\n\n \n\n \n\n63 \n\n \n\nOn December 22, 2023,\nthe Company entered into an amendment agreement (the “Amendment Agreement”) to the sale and purchase agreement Dated as of\nFebruary 27, 2023 by and among Feishang Group and Top Pacific (China) Limited (together, the “Sellers”), and the respective\nbeneficial owner of the Sellers, Mr. Li Feilie and Mr. Yao Yuguang with the parties thereto. As the Sellers are still in the process of\nsatisfying conditions precedent to the closing of the acquisition in accordance with the Zimbabwe SPA, including but not limited to obtaining\nrequisite governmental approvals, the parties entered into the Amendment Agreement to extend the long stop date for closing the acquisition\nfrom December 31, 2023 to December 31, 2024. On December 31, 2024, the parties entered into the Amendment Agreement II to extend the long\nstop date for closing the acquisition from December 31, 2024 to December 31, 2025. On December 31, 2025, the Company entered into the\nAmendment Agreement III to further extend the long stop date for closing the acquisition from December 31, 2025 to December 31, 2026.\n\n \n\nThe foregoing description\nof the Zimbabwean SPA, as amended, is only a summary and is qualified in its entirety by reference to the Sale and Purchase Agreement\ndated February 27, 2023, the Amendment Agreement dated December 22, 2023, the Amendment Agreement II dated December 31, 2024, and the\nAmendment Agreement III dated December 31, 2025 by and among China Natural Resources, Inc., Feishang Group Limited, Top Pacific (China)\nLimited, Li Feilie and Yao Yuguang, a copy of each of which has been incorporated by reference as Exhibit 4.17, Exhibit 4.20, Exhibit\n4.23 and Exhibit 4.24 to this annual report.\n\n \n\n**Commercial Transactions with Related Companies**\n\n \n\nCommercial transactions with related companies\n(in thousands) are summarized as follows:\n\n \n\n  \nYear Ended December 31, \n\n  \n2023  \n2024  \n2025  \n2025 \n\n  \nCNY  \nCNY  \nCNY  \nUS$ \n\n  \n   \n   \n   \n  \n\nCHNR’s share of office rental, rates and others to Anka (1) \n 445  \n 797  \n 736  \n 105 \n\nFeishang Management’s share of office rental to Feishang Enterprise (2) \n 166  \n 166  \n 146  \n 21 \n\nShenzhen New PST’s share of office rental to Feishang Enterprise (3) \n 53  \n —  \n —  \n — \n\n———————\n\n \n\n \n(1)\nOn July 1, 2018, the Company signed a contract with Anka to lease 184 square meters of office premises for 2 years from July 1, 2018 to June 30, 2020, subsequently extended to June 30, 2025. The agreement also provides that the Company shares certain costs and expenses in connection with its use of the office, in addition to some of the accounting and secretarial services and day-to-day office administration services provided by Anka. Costs presented here include both rent and services. On July 1, 2025, the Company signed a new contract with Anka to lease 110 square meters of office premises for one year from July 1, 2025 to June 30, 2026.\n\n \n\n \n(2)\nOn January 1, 2018, Feishang Management signed an office sharing agreement with Feishang Enterprise. Pursuant to the agreement, Feishang Management shares 40 square meters of office premises for 33 months, subsequently extended to September 30, 2025. On September 30, 2025, Feishang Management signed a new contract with Feishang Enterprise for one year from October 1, 2025 to September 30, 2026.\n\n \n\n \n(3)\nThe Company’s then subsidiary, Shenzhen New PST, signed a contract with Feishang Enterprise to lease 96 square meters of office premises for 12-month period from March 14, 2022 to March 13, 2023 and renewed the contract with same terms for another 12-month period from March 14, 2023 to March 13, 2024.\n\n \n\n \n\n64 \n\n \n\n \n\n**Balances with Related Parties**\n\n \n\n  \n**(Amounts in thousands)** \n\n  \nAs of December 31, \n\n  \n2023  \n2024  \n2025  \n2025 \n\n  \nCNY  \nCNY  \nCNY  \nUS$ \n\nPayables to related parties \n    \n    \n    \n   \n\nFeishang Enterprise (1)(2) \n 6,078  \n 10,422  \n 10,225  \n 1,461 \n\nFeishang Group (1)(3) \n 85,673  \n 78,567  \n 73,075  \n 10,445 \n\nAnka Capital Limited (“Anka Capital”) (4) \n 2,991  \n 939  \n 1,528  \n 219 \n\nAnka (4) \n —  \n —  \n 956  \n 137 \n\n  \n    \n    \n    \n   \n\nLease liabilities to related parties \n    \n    \n    \n   \n\nAnka (4) \n 360  \n —  \n —  \n — \n\n \n\n———————\n\n \n(1)\nFeishang Enterprise and Feishang Group are entities controlled by Mr. Li Feilie, who is the principal beneficial owner of the Company.\n\n \n\n \n(2)\nThe payable to Feishang Enterprise by Feishang Management represents the net amount of advances from Feishang Enterprise. The balance is unsecured and interest-free. The balance is repayable when the Group is in a position to settle the amounts due without having a detrimental impact on the financial resources of the Group.\n\n \n\n \n(3)\nThe payable to Feishang Group represents the net amount of advances from Feishang Group. The balance is unsecured and interest-free. The balance is repayable when the Group is in a position to settle the amounts due without having a detrimental impact on the financial resources of the Group.\n\n  \n\n \n(4)\nAnka Capital and Anka are each jointly owned by Messrs. Wong Wah On Edward and Tam Cheuk Ho, who are officers of the Company. The payable to Anka Capital represents the net amount of advances from Anka Capital. The balance is unsecured and interest-free. The balance is repayable when the Group is in a position to settle the amounts due without having a detrimental impact on the financial resources of the Group.\n\n   \n\n \n**C.**\n**Interests of Experts and Counsel**\n\n \n\nNot applicable.\n\n \n\n65"}