EXHIBIT 5.1
Our ref | RDS/763360-000001/25272729v2 |
Direct tel | +852 2971 3046 |
richard.spooner@maples.com |
China Natural Resources, Inc.
Room 2205, 22/F, West Tower, Shun Tak Centre
168-200 Connaught Road Central
Sheung Wan, Hong Kong
18 November 2022
Dear Sirs
China Natural Resources, Inc.
We have acted as counsel as to British Virgin Islands law to China Natural Resources, Inc., a company limited by shares incorporated with limited liability in the British Virgin Islands (the "Company"), in connection with the Company's registration statement on Form F-3, filed on 18 November 2022 with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Registration Statement"), relating to registration of the following securities to be issued and sold by the Company from time to time (the "Securities"):
(a) | common shares of the Company of no par value ("Common Shares"); |
(b) | preferred shares of the Company of no par value ("Preferred Shares"); |
(c) | debt securities of the Company ("Debt Securities"), which Debt Securities shall be issued under an indenture to be entered into by the Company and the trustee for such Debt Securities (the "Indenture"); |
(d) | warrants to purchase Common Shares, Preferred Shares or Debt Securities (or any combination thereof) in the Company ("Warrants"), each series of Warrants to be issued under a warrant agreement to be entered into between the Company and the warrant agent for such Warrants (each a "Warrant Agreement" and together the "Warrant Agreements"); and |
(e) | units consisting of any combination of the Securities ("Units"), each series of Units to be issued under unit agreements to be entered into between the Company and a unit agent for such Units (the "Unit Agreements"). |
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1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents:
1.3 | The written resolutions of the board of directors of the Company dated 17 November 2022 (the "Resolutions"). |
1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 16 November 2022 (the "Certificate of Good Standing"). |
1.5 | A certificate from a director of the Company (a copy of which is attached as Annexure A) (the "Director's Certificate"). |
1.6 | The Registration Statement. |
We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.2 | The Transaction Documents and the Securities (other than the Common Shares and Preferred Shares) are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands). |
2.3 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
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2.4 | All signatures, initials and seals are genuine. |
2.5 | The Company will receive consideration for the issue of the Common Shares and the Preferred Shares, and if such consideration is, in whole or in part, other than money, the directors of the Company shall resolve that, in their opinion, the present cash value of the non-money consideration and money consideration, if any, is not less than the amount to be credited for the issue of the shares. |
2.6 | There will be sufficient Common Shares and Preferred Shares authorised for issue under the Memorandum and Articles to enable the Company to issue such Securities. |
2.8 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Transaction Documents and the Securities. |
2.9 | The Debt Securities, the Warrants and the Units will respectively be issued and authenticated as required in accordance with the provisions of a duly authorised, executed and delivered Indenture, Warrant Agreement and Unit Agreement. |
2.10 | The Transaction Documents and the Securities (other than the Common Shares and Preferred Shares) will be duly executed and delivered by an authorised person of the parties thereto. |
2.11 | There is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company prohibiting or restricting it from issuing the Common Shares or the Preferred Shares or entering into and performing its obligations under the Transaction Documents and the Securities. |
2.13 | There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York. |
2.14 | The execution and delivery of the Transaction Documents and the issue of the Securities will be of commercial benefit to the Company. |
2.15 | No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Securities. |
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2.16 | There will be nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below. |
3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.2 | With respect to the Common Shares, when (i) the board of directors of the Company (the "Board") has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such Common Shares has been recorded in the Company's register of members (shareholders) (the "Register of Members"); and (iii) the subscription price of such Common Shares has been fully paid in cash or other consideration approved by the Board, the Common Shares will be duly authorised, validly issued, fully paid and non-assessable. |
3.3 | With respect to the Preferred Shares, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the series of Preferred Shares and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such Preferred Shares has been recorded in the Register of Members; and (iii) the subscription price of such Preferred Shares has been fully paid in cash or other consideration approved by the Board, the Preferred Shares will be duly authorised, validly issued, fully paid and non-assessable. |
3.4 | With respect to each issue of Debt Securities, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) an Indenture relating to the Debt Securities shall have been authorised and validly executed and delivered by the Company and the trustee thereunder; and (iii) when such Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the Indenture relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Debt Securities issued pursuant to the Indenture will have been duly executed, issued and delivered, and will constitute the legal, valid and binding obligations of the Company. |
3.5 | With respect to each issue of Warrants, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by the Company and the warrant agent thereunder; and (iii) the certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein, the Warrants will have been duly executed, issued and delivered, and will constitute the legal, valid and binding obligations of the Company. |
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3.6 | With respect to each issue of Units, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Units and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Unit Agreement relating to the Units shall have been duly authorised and validly executed and delivered by the Company and the financial institution designated as unit agent thereunder; and (iii) the certificates representing the Units have been duly executed, countersigned, registered and delivered in accordance with the Unit Agreement relating to the Units and the applicable definitive purchase, underwriting or similar agreement approved by the Company's Board upon payment of the consideration therefor provided therein, the Units will have been duly executed, issued and delivered, and will constitute the legal, valid and binding obligations of the Company. |
4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
4.1 | To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs. |
4.2 | The obligations assumed by the Company under the Transaction Documents and the Securities (other than the Common Shares and Preferred Shares) will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
(c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; |
(e) | the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant obligation; |
(f) | arrangements that constitute penalties will not be enforceable; |
(g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts; |
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(i) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; |
4.5 | The obligations of the Company may be subject to restrictions pursuant to United Nations and United Kingdom sanctions extended to the British Virgin Islands by Orders in Council and/or sanctions imposed by governmental or regulatory authorities or agencies in the British Virgin Islands under British Virgin Islands legislation. |
4.7 | We have not reviewed the final form of any of the Indenture or the Debt Securities to be issued thereunder, the Warrant Agreements or the Warrants to be issued thereunder, or the Unit Agreements or the Units to be issued thereunder, and our opinions are qualified accordingly. |
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4.8 | We reserve our opinion as to the extent to which the courts of the British Virgin Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Transaction Documents and the Securities (other than the Common Shares and Preferred Shares) and enforce the remainder of the Transaction Documents or the Securities (other than the Common Shares and Preferred Shares) or the transaction of which such provisions form a part, notwithstanding any express provisions in the Transaction Documents or the Securities in this regard. |
4.9 | In this opinion the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the SEC thereunder.
The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Transaction Documents or the Securities and we express no opinion or observation upon the terms of any such document.
This opinion letter may be relied upon by US counsel to the Company for the purposes solely of any legal opinion that they may be required to give with respect to the Registration Statement.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
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Annexure A
Director's Certificate
November 18, 2022
To: | Maples and Calder (Hong Kong) LLP |
26th Floor, Central Plaza | |
18 Harbour Road | |
Wanchai, Hong Kong |
China Natural Resources, Inc. (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of British Virgin Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
1 | The Memorandum and Articles remain in full force and effect and are unamended. |
2 | The Resolutions were signed by all the directors of the Company and have not been amended, varied or revoked in any respect. |
3 | The Company is authorised to issue a maximum of 210,000,000 shares of no par value, including (a) 200,000,000 common shares of no par value, comprising one series, and (b) 10,000,000 preferred shares of no par value. |
4 | The shareholders of the Company have not restricted or limited the powers of the directors in any way. |
5 | Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions the subject of the Opinion. |
6 | The Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors and/or shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets. |
I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.
[signature page follows]
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Signature: | /s/ Wong Wah On Edward |
Name: | Wong Wah On Edward |
Title: | Director |
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