SEC Form SC 13D/A filed by China Natural Resources, Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

SCHEDULE 13D

———————

Under the Securities Exchange Act of 1934

(Amendment No. 3)^*

CHINA NATURAL RESOURCES, INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

G2110U 109

(CUSIP Number)

Xinyi Zheng

Room 2205, 22/F, West Tower, Shun Tak Centre,

168-200 Connaught Road Central, Sheung Wan, Hong Kong

Telephone: +852 28107205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

David A. Sirignano, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

———————

July 27, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹

Percentage calculated based on 40,948,082 outstanding common shares, no par value, of China Natural Resources, Inc., as of July 27, 2021.

1

Includes 26,557,759 common shares held by Feishang Group Limited, which is a British Virgin Islands company that is wholly-owned by Laitan Investments Limited, which is wholly-owned by Li Feilie.

2

Percentage calculated based on 40,948,082 outstanding common shares, no par value, of China Natural Resources, Inc., as of July 27, 2021.

1

Includes 26,557,759 common shares held by Feishang Group Limited, which is a British Virgin Islands company that is wholly-owned by Laitan Investments Limited, which is wholly-owned by Li Feilie.

2

Percentage calculated based on 40,948,082 outstanding common shares, no par value, of China Natural Resources, Inc., as of July 27, 2021.

This Amendment No. 3 (“Amendment No. 3”) amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) by Feishang Group Limited (“Feishang Group”) on March 24, 2006, as amended by Amendment No. 1 thereto, filed with the Commission by Feishang Group and Li Feilie on January 11, 2008 (as amended, the “Schedule 13D”) and Amendment No. 2 thereto, filed with the Commission by Feishang Group, Laitan Investments Limited (“Laitan,” and together with Mr. Li and Feishang Group, the “Reporting Persons”) and Li Feilie on August 21, 2020, with respect to the common shares, no par value (the “Common Shares”), issued by China Natural Resources, Inc. (the “Issuer”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged.

Item 3 of the Initial Statement is hereby amended and supplemented with the following:

The 3,000,000 Common Shares that are the subject of this Amendment No. 3 were issued by the Issuer to Feishang Group in a private placement on July 27, 2021, as partial consideration for all 10,000 outstanding ordinary shares of Precise Space-Time Technology Limited, a company incorporated in Hong Kong with limited liability (“Precise Space-Time”), held by Mr. Li, and the cancellation of certain debt owed to Mr. Li by Precise Space-Time (the transaction between the Issuer and Mr. Li, the “Transaction”), pursuant to a Sale and Purchase Agreement, dated July 27, 2021, between the Issuer and Mr. Li (the “Sale and Purchase Agreement”) and a letter from Mr. Li to the Issuer designating Feishang Group as his nominee for purposes of receiving the consideration due under the Sale and Purchase Agreement. The Common Shares that are the subject of this Amendment No. 3 were valued at $1.48 per share, based upon the five day average trading price of the Common Stock in the period leading to July 27, 2021. The description of the Sale and Purchase Agreement herein is qualified in its entirety reference to the Sale and Purchase Agreement, which is filed as exhibit (d) to this Amendment No. 3.

Item 4 of the Schedule 13D is hereby amended and restated with the following:

Precise Space-Time, through its wholly owned subsidiaries, owns a 51% equity interest in Shanghai Onway Environmental Co., Ltd. (“Shanghai Onway”).  Shanghai Onway is principally engaged in the provision of equipment for rural wastewater treatment and provision of engineering, procurement and construction services in relation to wastewater treatment in China. The Issuer believes that Shanghai Onway’s business is highly synergistic with the Issuer’s strategic business objectives in the mining and healthcare sectors.

In addition to the information disclosed in this Schedule 13D, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

Item 5 of the Schedule 13D is hereby amended and restated with the following:

Feishang Group is wholly owned by Laitan. Laitan may be deemed the beneficial owner of 26,557,759 Common Shares, which Laitan has shared power with Feishang Group and Mr. Li to vote or direct the vote of, and shared power with Feishang Group and Mr. Li to dispose or direct the disposition of. The 26,557,759 Common Shares that Laitan may be deemed to beneficially own represent 64.9% of the Issuer’s outstanding Common Shares.

Laitan is wholly owned by Mr. Li. Mr. Li may be deemed the beneficial owner of 26,857,759 Common Shares, consisting of (i) shared power with Feishang Group and Laitan to vote or direct the vote of, and shared power with Feishang Group and Laitan to dispose or direct the disposition of, 26,557,759 Common Shares, and (ii) sole power to vote or direct the vote of, and to dispose or direct the disposition of, 300,000 Common Shares. The 26,857,759 Common Shares that Mr. Li may be deemed to beneficially own represent 65.6% of the Issuer’s outstanding Common Shares.

The foregoing percentages are calculated based on 40,948,082 outstanding Common Shares as of July 27, 2021.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The description of the Transaction provided in response to Item 3 of Amendment No. 3 is incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 28, 2021