January 6, 2014 7:57 AM EST Tweet Share E-mail
China Natural Resources, Inc. (Nasdaq: CHNR) is furnishing this information statement in connection with its spin-off (the “Spin-off”) of Feishang Anthracite Resources Limited (“Feishang Anthracite”). CHNR intends to effect the Spin-off by way of a distribution in specie of the entire issued share capital of Feishang Anthracite to the holders of the common shares of CHNR (the “Distribution”). Feishang Anthracite is currently a wholly-owned subsidiary of CHNR. Feishang Anthracite is a producer of anthracite coal based in Guizhou province of the People’s Republic of China (the “PRC”) and is primarily engaged in the acquisition, construction and development of anthracite coal mines and the extraction and sale of anthracite coal. After the completion of the Spin-off, CHNR will no longer hold any shares in Feishang Anthracite. In connection with the Spin-off, the ordinary shares of Feishang Anthracite will be distributed on a pro rata basis to holders of record of the common shares of CHNR on January 13, 2014 (the “Distribution Record Date”). Holders of CHNR common shares (“CHNR Shareholders”) will be entitled to receive five Feishang Anthracite ordinary shares for each CHNR common share held on the Distribution Record Date. CHNR Shareholders will not be required to pay any consideration for the Feishang Anthracite ordinary shares that they will be entitled to receive in the Distribution or to surrender or exchange CHNR common shares in order to be entitled to receive Feishang Anthracite ordinary shares and do not need to take any other action in connection with the Spin-off. No CHNR Shareholder approval of the Spin-off or Distribution is required or sought. CHNR is not asking you for a proxy and you are requested not to send CHNR a proxy. The Spin-off is subject to the conditions described under “The Spin-off” in this information statement. Investors who trade in the Feishang Anthracite ordinary shares prior to receipt of the Feishang Anthracite share certificates do so entirely at their own risk. Currently, there is no trading market for Feishang Anthracite ordinary shares. The Feishang Anthracite ordinary shares are expected to be listed on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) under the stock code “1738” on or around January 22, 2014. Admission to listing and trading is subject to the approval of the Listing Committee of the Hong Kong Stock Exchange. The Feishang Anthracite ordinary shares will not be listed on any securities exchange in the United States or quoted on any automated inter-dealer quotation system in the United States. An active trading market for Feishang Anthracite ordinary shares is not expected to develop in the United States.
Source: Street Insider