Corporate Governance

Nominating Committee

CHINA NATURAL RESOURCES, INC。

AMENDED AND RESTATED CHARTER OF THE NOMINATING AND
CORPORATE GOVERNANCE COMMITTEE OF
THE BOARD OF DIRECTORS
(as of November 1, 2007)
I。 Purpose
 
The Nominating and Corporate Governance Committee (the 'Committee') of the Board of Directors of China Natural Resources, Inc. (the 'Company') is formed to:
• Identify and evaluate individuals qualified to become members of the Board;
• Recommend director nominees to the Board for election by the Company’s members ('Members') at the annual meeting of Members;
• Formulate and recommend to the Board for adoption and approval, a set of corporate governance principles applicable to the Company; and
• Periodically review such corporate governance principles as are approved and adopted by the Board and recommend that the Board adopt such changes as the Committee deems appropriate。
 
II。 Composition and Process
 
 The Committee shall consist of at least three directors, each of whom shall satisfy the independence requirements of The Nasdaq Stock Exchange or other self-regulatory authority having primary jurisdiction over the Company (the 'Principal Exchange')。 Committee members shall be appointed by the Board; Committee members may be removed by the Board; and vacancies may be filled by the Board (and shall be filled by the Board to meet the minimum constituency requirement set forth in the preceding sentence)。 The Board shall designate, and may remove and replace, a Committee Chairperson。
The Committee shall meet at least annually, and more frequently as determined by the Committee. The Committee may delegate authority to one or more Committee members provided that decisions made pursuant to that delegated authority shall be promptly communicated to the entire Committee.
 
III。 Responsibilities
 
 In discharging its responsibilities:
 
 A. Identification and Recommendation of Director Nominees - The Committee shall:
(1) Formulate and recommend that the Board adopt and approve policies and procedures to identify candidates to be recommended to the Board for nomination as directors, including such policies as the Committee shall determine with respect to the nomination of directors by Members;
 
(2) Identify and evaluate the qualifications of individuals to serve on the Board, including (a) individuals identified by the Committee, (b) incumbent directors, (c) individuals identified by search firms engaged by the Committee, (d) individuals recommended by Members in accordance with (i) applicable laws, rules or regulations, (ii) the Company’s Memorandum and Articles of Association, as amended, or (iii) policies formulated by the Committee and adopted by the Board pursuant to this Charter;
 
(3) Confirm that director nominee candidates satisfy applicable independence requirements, and that at least one director nominee is an 'audit committee financial expert' within the meaning of applicable law;
 
(4) Recommend director nominees to the Board for election by the Company’s Members at the annual meeting of Members; and
 
(5) Recommend individuals to fill vacancies occurring on the Board from time to time。
 
B。 Corporate Governance - The Committee shall:
(1) Develop and recommend that the Board approve and adopt a 'Code of Ethics' or other set of corporate governance principles;
 
(2) Review the Code or principles at least annually to determine whether they are being effectively adhered to and implemented;
 
(3) Confirm that the Code or principles are consistent with the applicable requirements of the Principal Exchange and applicable laws, rules and regulations;
 
(4) Recommend that the Board approve and adopt such modifications and/or additions to the Code or principles as the Committee deems appropriate; and
 
(5) Investigate alleged violations of the Code or principles and, to the extent deemed appropriate following such investigation, make such recommendations to the Board as the Committee deems appropriate with respect thereto。
 
C。 Member Communications - The Committee shall:
(1) Formulate and recommend that the Board approve and adopt a policy for Members to send communications to the Board;

(2) Formulate and recommend that the Board approve and adopt a method by which Members can make their concerns known to the Board’s non-management directors;

(3) Monitor adherence to any policy and/or method so adopted and approved; and

(4) Recommend such modifications and/or additions to such policy and method as the Committee deems appropriate.
 
D. Director Attendance at In Person Annual Meetings - The Committee shall:
(1) Formulate and recommend that the Board approve and adopt a policy regarding attendance of directors at any in-person annual meetings of Members;

(2) Monitor compliance with such policy; and

(3) Make such recommendations to the Board as the Committee deems appropriate with respect to non-compliance with such policy.
 
VI. Charter
 
The Committee shall review and reassess the adequacy of this Charter annually, and recommend to the Board any additions and/or modifications deemed necessary or appropriate. The Company is a 'foreign private issuer' as defined in Rule 405 of the Securities Act of 1933, as amended, and, accordingly, is excused from compliance with certain corporate governance requirements imposed by self-regulatory authorities including the Principal Exchange. Accordingly, in connection with its annual review and reassessment of this Charter, the Committee shall determine whether it is appropriate to modify the Charter to reflect (A) cessation of the Company’s status as a foreign private issuer, (B) changes in rules and regulatory requirements applicable to foreign private issuers and/or (C) voluntary compliance by the Company with requirements not otherwise applicable to foreign private issuers.
 
V。 Enabling Provision
 
The Committee shall have the authority to engage (and terminate and/or replace) independent counsel and other consultants and/or advisors, including search firms, as it determines necessary to carry out its duties. The Committee may conduct or authorize investigations into any matters within the scope of its responsibilities and may meet with any employees of the Company or any third parties it deems necessary in connection with such investigations. The Company shall provide for appropriate funding, as determined by the Committee, for the payment of: compensation to counsel and other advisors engaged by the Committee; and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. Approval from the Audit Committee is required prior to any advice or assistance from the Company’s independent auditor.