Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 9, 2012, China Shen Zhou Mining & Resources, Inc. (the "Company") filed a Second Amended and Restated Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of the Company (the "Amended Certificate of Designations") with the Secretary of State of the State of Nevada (the terms and filing of such Amended Certificate of Designations constituting the "Amendment"). The Amended Certificate of Designations sets forth the terms of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"). The Amended Certificate of Designations was filed in order to modify certain installment payment dates.

The form of the Amended Certificate of Designations was filed on a Current Report on Form 8-K of the Company filed on August 7, 2012 and is incorporated by reference herein and the foregoing summary of the terms of the Amended Certificate of Designations is subject to, and qualified in its entirety by, such document.

Item 5.07 Submission of Matters to a Vote of Security Holders.

In order to approve and carry out the Amendment discussed in Item 5.03 above, it was necessary for the holders of the Series A Preferred Stock (the "Holders") to approve the Amendment. The Holders unanimously approved the Amendment by written consent on August 9, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 Form of Second Amended and Restated Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of China Shen Zhou Mining & Resources, Inc. (incorporated by reference from the Current Report on Form 8-K of the Company filed on August 7, 2012)