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 March 2026
Commission File Number 0-26046
China Natural Resources, Inc.
(Exact name of registrant as specified
in its charter)
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 or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ
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): ¨
Entry into a Letter of Intent
On March 17, 2026, China Natural Resources, Inc.
(the “Company”) entered into a non-binding Letter of Intent (“LOI”) with Feishang Group Limited, its principal
shareholder (“Feishang”), to acquire 100% shares of a wholly owned subsidiary of Feishang that will own, directly or indirectly,
59.79% of the equity interest of HooRii Technology (HK) Limited (“HooRii”), a limited liability company incorporated in Hong
Kong specializing in physical AI development, through the combination of IOT and artificial intelligence, to bring AI into the physical
world (the “Acquisition”). The Company has established a special committee consisting of all of the independent directors
to evaluate the Acquisition. Pursuant to the LOI, the Acquisition’s total consideration is estimated to range between US$37 million
to US$40 million through a combination of cash and stock issuance. The Acquisition is subject to the negotiation and execution of definitive
documentation, completion of due diligence, receipt of regulatory approvals, and necessary corporate approval, alongside other customary
closing conditions.
Investors are cautioned that the LOI is non-binding
and serves only as a preliminary expression of intent. The Company provides no assurance that a definitive agreement will be executed
or that the proposed acquisition will be consummated on the terms described, or at all. Furthermore, the Company can offer no guarantee
regarding the timing of the potential closing, which remains subject to the satisfaction of various closing conditions.
The foregoing description of the LOI is not complete
and is qualified in its entirety by reference to the full text of the LOI, which is furnished as Exhibit 99.1 to this Current Report on
Form 6-K. On March 19, 2026, the Company issued a press release announcing the LOI. A copy of the press release is attached as Exhibit
99.2.
Forward-Looking Statements
This Current Report on Form 6-K contains certain
statements that may include “forward-looking statements.” All statements other than statements of historical fact included
herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking
terminology such as “believes,” “expects” or similar expressions, involving known and unknown risks and uncertainties.
Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions,
risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this Current Report on Form 6-K. The Company’s actual results could differ materially
from those anticipated in these forward-looking statements as a result of a variety of factors, including the risk factors discussed in
the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on the SEC’s website
(http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified
in their entirety by these risk factors. Other than as required under the applicable securities laws, the Company does not assume a duty
to update these forward-looking statements.
Exhibits
| Exhibit No. |
Description |
| 99.1 |
Non-Binding Letter of Intent dated March 17, 2026 |
| 99.2 |
Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
CHINA NATURAL RESOURCES, INC.
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| Date: March 19,
2026 |
By: |
/s/ Wong Wah On Edward |
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Wong Wah On Edward |
|
| |
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Chairman and Chief Executive Officer |
|
Exhibit 99.1
NON-BINDING LETTER OF INTENT OF
PROPOSED ACQUISITION
March 17, 2026
This Non-binding Letter of Intent of Proposed
Acquisition (this “Letter”) sets forth the current intent of China Natural Resources, Inc. (“CHNR”)
regarding a proposed acquisition of 100% shares of the Target (the “Acquisition”). This Acquisition constitutes a related
party transaction subject to heightened disclosure obligations under applicable securities laws and the rules of the Nasdaq Capital Market
(“Nasdaq”). CHNR is planning to publicly disclose this Letter by filing a Current Report on Form 6-K (“Form
6-K”) with the U.S. Securities and Exchange Commission (“SEC”). CHNR intends for this Acquisition to be reviewed
and approved by a special committee of independent directors (the “Special Committee”) in accordance with applicable
corporate governance standards.
This Letter is non-binding and neither party is
obligated to consummate the Acquisition, except that the sections titled “Due Diligence”, “Cost”,
“Exclusivity”, “Confidentiality” and “Governing Law and Jurisdiction” are binding
upon execution. The completion of the Acquisition contemplated by this Letter will be subject to, among other things, approval by CHNR’s
Special Committee following receipt of a valuation report, satisfactory completion of business, financial and legal due diligence, as
well as the negotiation and completion of final definitive agreements (“Definitive Agreements”), in each case acceptable
to CHNR.
| 1. | Parties To The Acquisition |
| (a) | Purchaser: CHNR, a company incorporated under the laws of the British Virgin Islands and listed
on the Nasdaq; |
| (b) | Seller: Feishang Group Limited, a company incorporated under the laws of the British Virgin Islands
(“Feishang”); and |
| (c) | Target: Feishang’s wholly-owned subsidiary to be incorporated under the laws of the British
Virgin Islands, which will own, directly or indirectly, 59.79% of the equity interest of HooRii Technology (HK) Limited, a limited liability
company incorporated in Hong Kong specializing in AI-integrated smart home systems and OpenThread technology (the “HK Company”). |
| 2. | Aggregate Purchase Price |
The aggregate purchase price is estimated between US$37 million
to US$40 million, pending adjustment and final determination by CHNR’s Special Committee, following receipt of an independent valuation
report. The aggregate purchase price will consist of:
| (a) | newly issued common shares of CHNR with an aggregate value between US$23 million to US$25 million (“Consideration
Shares”); and |
| (b) | cash consideration between US$14 million to US$15 million. |
The obligations
of the parties to consummate the Acquisition (the “Closing”) shall be subject to the fulfillment or waiver of customary
conditions precedent (the “Conditions Precedents”) to be set out in the Definitive Agreements, including, without limitation:
| (a) | completion of a reorganization upon which the Target
directly or indirectly acquires 59.79% of the equity interest in the HK Company, free from any encumbrances (the “Reorganization”); |
| (b) | receipt of all requisite waivers, consents and
approvals, including |
| (i) | receipt by CHNR’s Special Committee of a
valuation report from an independent financial advisor; |
| (ii) | approval of the Acquisition by CHNR’s Special
Committee; |
| (iii) | approval of the Acquisition by CHNR’s shareholders
(if required); |
| (iv) | approval from Nasdaq for the listing of the Consideration
Shares; |
| (v) | any consent, approval or other authorization of,
or registration or filing with, or notification to any applicable governmental entities; |
| (c) | CHNR is satisfied that all representations, warranties,
and covenants provided by Feishang and the Target in the Definitive Agreements remain true, correct, and have been complied with; |
| (d) | completion of business,
financial and legal due diligence to CHNR’s satisfaction; |
| (e) | there is no any material adverse change on
the Target or the HK Company from the date of the Definitive Agreements up to the Closing; and |
| (f) | any other Conditions Precedent as the parties may
agree and set out in the Definitive Agreements. |
| 4. | Representations, Warranties, Indemnities and Undertakings |
The Definitive
Agreements will contain customary representations, warranties, indemnities and undertakings by Feishang and the Target in favour of CHNR
in transactions of this nature, including specific representations regarding:
| (a) | the absence of any undisclosed conflicts of interest;
|
| (b) | the arm’s length nature of the transaction
terms notwithstanding the related party relationship; and |
| (c) | the accuracy and completeness of all information
provided to CHNR, the Special Committee and the independent financial advisor, and |
| (d) | other representations, warranties, indemnities
and undertakings as the parties may additionally agree. |
Subject to the
fulfillment or waiver (as the case may be) of all Conditions Precedent, Closing shall take place at such date and time and at such place
as prescribed in the Definitive Agreement.
Upon signing this Letter, CHNR (and
its agents and/or advisers) shall be entitled to access and review the records and affairs of Feishang, the Target, the HK Company and
their affiliates for the purpose of due diligence. Feishang shall procure the respective officers, employees and agents to provide reasonable
assistance in this respect.
Each party shall be responsible to
pay its own costs (including legal costs) and expenses incurred with respect to the Acquisition (including but not limited to the preparation,
negotiation and execution of this Letter and the Definitive Agreements).
Save as contemplated under the Reorganization,
Feishang shall not, and shall procure the Target and the HK Company not to, directly or indirectly, whether by itself or through any of
its directors, officers, employees, shareholders, agents or representatives, during the period commencing from the date of this Letter
to June 30, 2026 or such longer period as the parties hereto may agree in writing (the “Exclusivity Period”):
| (a) | initiate, solicit, entertain, discuss, negotiate or enter into any contract
or agreement with or give any undertaking with any third party for any proposal or offer to acquire any or all interests of the Target
or the HK Company, whether by merger, purchase of stock, purchase of assets or otherwise (an “Third Party Acquisition”);
or |
| (b) | provide any non-public information to any third party in connection with
a Third Party Acquisition; |
| (c) | grant any right of negotiations or the creation of any option therefor to
any person for the purpose or in connection with any Third Party Acquisition; or |
| (d) | frustrate or impede the furtherance of the Acquisition contemplated under this Letter. |
During the Exclusivity Period, Feishang
will promptly notify CHNR of the receipt by Feishang, the Target or the HK Company, or any of their respective stockholders, representatives,
officers, directors, agents, or affiliates of any proposal for, or inquiry respecting any Third Party Acquisition or any request for non-public
information in connection with any proposal for any Third Party Acquisition.
After the signing of this Letter,
the parties shall negotiate in good faith the terms of the Definitive Agreements according to the terms and conditions set forth herein.
| 10. | Public Disclosure and Confidentiality |
| (i) | CHNR, as a foreign private issuer listed on Nasdaq,
will file a Current Report on Form 6-K with the SEC disclosing the execution of this Letter and attaching a copy of this Letter as an
exhibit to such Form 6-K. |
| (ii) | Feishang will promptly file a Schedule 13D to disclose
this Letter. |
| (iii) | Prior to such filing, the parties shall cooperate
in good faith to identify any commercially sensitive terms in this Letter for which confidential treatment will be requested from the
SEC pursuant to applicable SEC rules. |
| (b) | Cooperation on Public Disclosure. CHNR shall provide Feishang with
a draft of the Form 6-K and any proposed redacted version of this Letter for Feishang’s review and reasonable comment at least two
(2) business days prior to filing, and shall consider in good faith any comments provided by Feishang; provided, however, that CHNR shall
have final decision-making authority regarding the content of the Form 6-K and any confidential treatment requests, subject to applicable
law and SEC requirements. The parties shall cooperate in responding to any SEC comments regarding such filing or confidential treatment
request. In the event of termination of this Letter, CHNR shall promptly file an amended or supplemental Form 6-K disclosing such termination. |
| (c) | Ongoing Confidentiality. Notwithstanding the disclosure of this Letter
pursuant to Sections 10(a), 10(b) and 10(d), the parties agree that it is in all of their interests to ensure that they conduct their
discussions, negotiations, and due diligence with respect to the Acquisition in a confidential manner, unless otherwise required by law
or regulatory requirements (including Nasdaq rules), until the parties have executed the Definitive Agreements or terminated their discussions.
Accordingly, except as provided in Sections 10(a), 10(b) and 10(d), each party agrees that it shall, and shall procure its directors,
officers, employees, advisors, and agents to |
| (i) | keep confidential all non-public information, documents,
discussions, negotiations, due diligence findings, and developments relating to the Acquisition and any other non-public information exchanged
between the parties; |
| (ii) | not disclose any such confidential information
to any third party without the prior written consent of the other party, except as required by applicable law or regulatory requirements
or to the party's advisors, auditors, or financing sources who have a need to know and are bound by confidentiality obligations; and |
| (iii) | not make any public announcement, press release,
or other public communication regarding the status of negotiations, amendments or modifications to the terms, due diligence findings,
or any developments in the transaction process without the prior written consent of the other party (such consent not to be unreasonably
withheld or delayed), except as required by applicable law or regulatory requirements. |
| (d) | Required Disclosure. If either
party determines that it is required by applicable law, regulation, court order, or the rules of any stock exchange or regulatory authority
(including Nasdaq or the SEC), or best practice of voluntary disclosure to make any disclosure regarding this Letter, the Acquisition,
or related matters beyond the initial Form 6-K filing, such party shall, to the extent reasonably practicable: |
| (i) | provide the other party with prompt advance written
notice of such required disclosure; |
| (ii) | consult with the other party regarding the form,
content, and timing of such disclosure; |
| (iii) | provide the other party with a reasonable opportunity
to review and comment on such disclosure; and |
| (iv) | cooperate with the other party in seeking confidential
treatment for any commercially sensitive information to the extent permitted by applicable law. |
| (e) | Termination of Disclosure. In the event this Letter is terminated
in accordance with Section 12, CHNR shall, to the extent required by applicable law or Nasdaq rules, promptly file an amended or supplemental
Form 6-K disclosing such termination. The parties shall cooperate regarding the content of such termination disclosure in accordance with
the procedures set forth in Section 10(d). |
| 11. | Governing Law and Jurisdiction |
This Letter shall be governed by and
construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong
Kong”) and the parties hereto submit to the non-exclusive jurisdiction of the Hong Kong courts.
This Letter may be terminated:
| (a) | by mutual written consent of CHNR and Feishang; |
| (b) | by either CHNR or Feishang if the Definitive Agreements have not been executed
by the expiry of the Exclusivity Period; |
| (c) | by CHNR if (A) the Special Committee determines not to approve the Acquisition,
(B) the independent valuation report is not obtained or is unfavorable, (C) due diligence reveals material adverse information, or (C)
Feishang materially breaches its obligations under the binding sections of this Letter; |
| (d) | by Feishang if CHNR materially breaches its obligations under the binding
sections of this Letter; or |
| (e) | by CHNR if required by applicable law, regulation, or Nasdaq rules, or if
so advised by outside legal counsel to comply with the fiduciary duties of CHNR’s Board of Directors. |
Upon any termination
of this Letter:
| (a) | the non-binding provisions of this Letter shall immediately cease to have
any further force or effect; |
| (b) | the binding provisions (except for Due Diligence) shall survive such termination; |
| (c) | the Exclusivity Period shall immediately terminate; and |
| (d) | CHNR shall, to the extent required by applicable law or Nasdaq rules, file
an amended or supplemental Form 6-K disclosing the termination of this Letter. |
No termination of this Letter shall
relieve either party from liability for any willful breach of the binding provisions of this Letter prior to such termination.
This Letter may be executed in one
or more counterparts which together shall constitute a single instrument.
[The remainder of this
page is intentionally left blank]
For and on behalf of
Feishang Group Limited
/s/ LI Feile
Name: LI Feilie
Title: Director
CHNR
For and on behalf of
China Natural Resources,
Inc.
/s/ WONG Wah On
Edward
Name: WONG Wah On Edward
Title: Director
Exhibit 99.2
CHNR Announces
Non-Binding Letter of Intent to Acquire Majority Stake in HooRii Technology, Marking Strategic Shift to Physical AI
HONG KONG, March 19, 2026 /PRNewswire/ – China Natural
Resources, Inc. (NASDAQ: CHNR) (“CHNR” or the “Company”), a holding company that operates in exploration
and mining business, today announced that it has signed a non-binding Letter of Intent (“LOI”) with Feishang Group
Limited, its principal shareholder (“Feishang”), to acquire 100% shares of a wholly owned subsidiary of Feishang that
will own, directly or indirectly, 59.79% of the equity interest of HooRii Technology (HK) Limited (“HooRii”), a limited
liability company incorporated in Hong Kong specializing in physical AI development, through the combination of IOT and artificial intelligence,
to bring AI into the physical world (the “Acquisition”). The Company has established a special committee consisting
of all of the independent directors to evaluate the Acquisition.
Pursuant to the LOI, the Acquisition’s total consideration is
estimated to range between US$37 million to US$40 million through a combination of cash and stock issuance. The Acquisition is subject
to the negotiation and execution of definitive documentation, completion of due diligence, receipt of regulatory approvals, and necessary
corporate approval, alongside other customary closing conditions.
This proposed Acquisition represents a pivotal strategic evolution
for CHNR, advancing the Company’s dual mandate to strengthen its core mining operations through AI and to build a scalable growth
platform in cutting-edge AI and IoT technologies. CHNR plans to deploy HooRii’s AI and IoT expertise to optimize mining workflows,
enhance safety, and improve cost efficiency across CHNR’s global assets, while leveraging HooRii’s market-leading technology
to expand into the high-growth Physica AI market, diversifying beyond traditional resources.
Since its founding in 2021, HooRii has been at the forefront of IoT
technology. Supported by Feishang, HooRii is a world-leading company at the intersection of AI and IoT, determined to become a key force
in connecting artificial intelligence with the physical world, driven by the mission to “Bring your AI to the real world.”
HooRii initially focused on advancing the development and commercialization of the Thread protocol, successfully launching a series of
hardware and software products and solutions that provided robust technical support for millions of IoT devices and thousands of developers
worldwide.
In 2026, as OpenClaw became the most popular project in GitHub’s
history, a wave of Personal AI Assistants swept the globe. HooRii seized this momentum to launch ClawStage, the first embodied personal
AI built on the OpenClaw architecture. This landmark product received widespread acclaim within a month of its launch, gaining over ten
million impressions and attracting more than ten thousand seed users. Since its inception, HooRii has secured multiple rounds of investment
from renowned funds, including Plum Venture, Eminence Venture, and PreAngel Venture, with total financing exceeding $7 million USD.
“Today’s announcement marks a watershed moment for CHNR,”
said, Wong Wah On Edward, Chief Executive Officer of CHNR. “As an experienced company in the traditional industries, we recognize
that embracing AI is not merely an opportunity—it is a necessity. This proposed acquisition would accelerate our transformation,
enabling us to apply HooRii’s innovative technology to our core mining business while unlocking new revenue potential in the fast-growing
physical AI ecosystem. We are committed to balancing the strength of our heritage with the agility of a tech-enabled future.”
“HooRii’s journey from a start-up to a leader in physical
AI is a testament to our team’s innovation and vision,” said Albert Licheng Zhu, Chief Executive Officer of HooRii Technology.
“Teaming up with CHNR will provide us with the financial strength, global reach, and operational scale to accelerate product development
and market expansion. We are delighted to partner with CHNR to redefine the future of both AI&IOT and the resources industry.”
Important Disclosure Regarding the LOI
The foregoing description of the LOI does not purport to be complete
and are qualified in its entirety by reference to the full text of the agreement, which the Company plans to furnish as an exhibit on
its current report on Form 6-K.
Investors are cautioned that the LOI is non-binding and serves only
as a preliminary expression of intent. The Company provides no assurance that a definitive agreement will be executed or that the proposed
acquisition will be consummated on the terms described, or at all. Furthermore, the Company can offer no guarantee regarding the timing
of the potential closing, which remains subject to the satisfaction of various closing conditions.
About China Natural Resources, Inc.
China Natural Resources, Inc. (NASDAQ: CHNR) is currently a holding
company that operates in exploration and mining business. The Company is engaged in the acquisition and exploitation of mining rights
in Inner Mongolia, including exploring for lead, silver and other nonferrous metal, and is actively exploring business opportunities in
the healthcare and other non-natural resource sectors. Committed to operational excellence, sustainability, and shareholder value, CHNR
is advancing a strategic transformation to integrate AI and technology across its business.
About HooRii Technology Limited
HooRii is a Hong Kong-based Physical AI innovator specializing embodied
personal AI built on the OpenClaw architecture. Supported by Feishang and many other venture capital funds, HooRii is dedicated to making
AI accessible and intuitive for consumers and businesses worldwide.
Forward-Looking Statements
This press release contains certain statements that may include “forward-looking
statements.” All statements other than statements of historical fact included herein are “forward-looking statements.”
These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects”
or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result
of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities
and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under
the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.
For more information please contact:
Zhu Youyi, Chief Financial Officer
Phone: 011-852-2810-7205
cfo@chnr.net
