UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A



(Amendment No. 1)



(Mark One)

|                                                               |                                                                                   
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------
| ̈                                                              | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                       
|OR                                                            
|                                                               |                                                                                   
|þ                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT      
|                                                               | OF 1934                                                                           
|For the fiscal year ended December 31, 2019                   
|OR                                                            
| ̈                                                              | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      
|                                                               | ACT OF 1934                                                                       
|For the transition period from: _____________ to _____________
|OR                                                            
| ̈                                                              | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   
|                                                               | ACT OF 1934                                                                       
|Date of event requiring shell company report ___________      

Commission file number: 000-26046

CHINA NATURAL RESOURCES, INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrants name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

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

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

(Address of principal executive offices)

Bonaventure Yue, Chief Financial Officer

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

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

bonyue@chnr.net

(Name, telephone number, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                                 |                   |                                          
|-------------------------------- | ----------------- | -----------------------------------------
|Title of each class              | Trading symbol(s) | Name of each exchange on which registered
|Common Shares, without par value | CHNR              | Nasdaq Capital Market                    

Securities registered or to be registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 24,910,916 common shares as of December 31, 2019.











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Indicate by check mark if the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈  No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ̈  No þ

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ  No  ̈

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes þ  No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):

|                          |  |                           | 
|------------------------- |  | ------------------------- | 
|Large Accelerated Filer  ̈ |  | Accelerated Filer  ̈       | 
|Non-Accelerated Filer þ   |  | Emerging Growth Company  ̈ | 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

|            |  |                                                       |  |        
|----------- |  | ----------------------------------------------------- |  | -------
|U.S. GAAP  ̈ |  | International Financial Reporting Standards as issued |  | Other  ̈
|            |  | By the International Accounting Standards Board þ     |  |        

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ̈  Item 18  ̈

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈  No þ



 The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.









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EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (this Amendment) is being filed by China Natural Resources, Inc. (the Company) to amend the Companys Annual Report on Form 20-F for the fiscal year ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the SEC) on June 12, 2020 (the Original Filing). The Company is filing this Amendment solely to add the following disclosure regarding reliance by the Company on SECs Order under Section 36 of the Securities Exchange Act of 1934, as amended (the Exchange Act), Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder, in SEC Release No. 34-88318 dated March 4, 2020 (as extended and amended by the SECs Order in SEC Release No. 34-88465 dated March 25, 2020, the Order) amending and extending the filing deadlines by up to 45 days for certain reports made under the Exchange Act.



This Amendment is being filed to include the disclosure below in accordance with the Order, which was inadvertently omitted from the Original Filing.



RELIANCE ON SEC RELIEF FROM FILING REQUIREMENTS



As previously disclosed on a Form 6-K filed by the Company on April 29, 2020, the Company required additional time to finalize the Original Filing due to circumstances related to the outbreak of the novel coronavirus (COVID-19) pandemic. The Company conducts its business operations mainly in the Inner Mongolia Autonomous Region of the Peoples Republic of China.  In accordance with the public health control measures imposed by local governments since the February 2020 after the outbreak of COVID-19, the Company remained closed until partially re-opened in mid-March. Moreover, some of the Companys personnel responsible for assisting the Company in the preparation of the Original Filing were unable to return to work until the beginning of April, because they were quarantined in Hubei Province, the critical epicenter of the COVID-19 outbreak. Furthermore, before the affected employees could return to work at the Companys office in Shenzhen, they were required to undergo an additional 14 days of quarantine according to local control measures.  These impacts of the COVID-19 pandemic adversely affected the efficiency and the overall timeline of the Companys preparation of the Original Filing. This, in turn, hampered the ability of the Company to complete the Original Filing by the original due date of April 30, 2020. Accordingly, the Original Filing was filed on June 12, 2020 in reliance upon the Order.



As required by Rule 12b-15 under the Exchange Act, the certifications by the Companys principal executive officer and principal financial officer required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (SOX) are filed as exhibits to this Amendment under Item 19 of Part III hereof. Paragraphs 3, 4 and 5 of these certifications have been omitted in accordance with the SECs rules and guidance, and this Amendment does not include the certifications required under Section 906 of SOX, as no financial statements are being filed with this Amendment.



Except as described above, this Amendment does not amend any information set forth in the Original Filing or reflect any events that occurred subsequent to the filing of the Original Filing on June 12, 2020. Accordingly, this Amendment should be read in conjunction with the Original Filing.



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PART III



ITEM 19.

EXHIBITS

The following Exhibits are filed as part of this Amendment No. 1 to the Companys Annual Report on Form 20-F.

|            |  |                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                         
|            |  |                                                                                             
|12.1        |  | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith).
|12.2        |  | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(filed herewith).









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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its Annual Report on Form 20-F its behalf.

|                    |                               |                         | 
|------------------- | ----------------------------- | ----------------------- | 
|                    | CHINA NATURAL RESOURCES, INC.
|                    |                               |                         | 
|Date: June 15, 2020 | By:                           | /s/ WONG WAH ON EDWARD  | 
|                    |                               | Wong Wah On Edward, CEO | 





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