Corporate Governance

Compensation Committee

CHINA NATURAL RESOURCES, INC。

CHARTER OF THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS

(as of November 1, 2007)

I. Purpose

The Compensation Committee (the 'Committee') of the Board of Directors of China Natural Resources (the 'Company') is established to:

• Formulate goals and objectives relating to compensation payable to the Company’s Chief Executive Officer ('CEO') and other executive officers;

• Evaluate the performance of the CEO and other executive officers in light of these goals and objectives;

• Recommend to the Board for adoption and approval, compensation to be paid to the CEO and other executive officers;
• Administer the incentive compensation plans of the Company, including stock-based plans; and

• generally support the Board of Directors in carrying out its overall responsibilities relating to executive compensation。

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

The Committee shall:

• Formulate corporate goals and objectives relevant to compensation payable to the CEO and other executive officers;

• Evaluate the performance of the CEO and other executive officers in light of these goals and objectives;

• Recommend to the Board for its adoption and approval, compensation payable to the CEO and other executive officers, including (a) annual base salary level, (b) annual incentive opportunity level, (c) long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreement/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits;

• In recommending the long-term incentive component of compensation payable to the CEO and other executive officers, the Committee will consider, among other factors, (a) the Company’s performance and relative member return, (b) the value of similar incentive awards to executive officers at comparable companies, and (c) the awards given to the executive officers in past years;

• Administer and supervise the Company’s incentive compensation plans, including equity compensation plans;

• Recommend to the Board for its adoption and approval, awards to be made under the Company’s incentive compensation plans, including equity compensation plans; and

• Generally support the Board of Directors in carrying out its overall responsibilities relating to executive compensation.

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。