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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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_______________ |
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FORM 20-F/A |
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[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF |
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THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2007 |
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OR |
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number: 001-15264 |
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(Exact name of Registrant as specified in its charter) |
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ALUMINUM CORPORATION OF CHINA LIMITED |
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(Translation of Registrant's name into English) |
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People's Republic of China |
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(Jurisdiction of incorporation or organization) |
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No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China (100082) |
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(Address of Principal Executive Offices) |
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Securities registered or to be registered pursuant to Section 12(b) of the Act: |
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Title of each Class |
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American Depositary Shares, each representing 25 H Shares |
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Class H Ordinary Shares* |
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Name of Each Exchange on which Registered |
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New York Stock Exchange, Inc. |
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* Not for trading, but only in connection with the registration of American Depositary Shares on the New York Stock Exchange, Inc. The Ordinary H Shares are also listed and traded on The Stock Exchange of Hong Kong Limited. |
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Securities registered or to be registered pursuant to Section 12(g) of the Act: |
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None |
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(Title of Class) |
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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: |
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None |
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(Title of Class) |
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Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2007: |
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Domestic Shares, par value RMB1.00 per share |
9,580,521,924 |
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H Shares, par value RMB1.00 per share |
3,943,965,968 |
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(including 406,067,500 H Shares in the form of American Depository Shares) |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. |
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Yes [X] No [ ] |
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If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Security Exchange Act of 1934. |
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Yes [ ] No [X] |
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Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
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Yes [X] No [ ] |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one): |
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Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] |
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Indicate by check mark which financial statement item the registrant has elected to follow. |
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Item 17 [X] Item 18 [ ] |
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) |
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Yes [ ] No [X] |
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Explanatory Note |
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This Annual Report on Form 20-F/A ("Form 20-F/A") is being filed by Aluminum Corporation of China Limited (the "Registrant") as Amendment No. 1 to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2007 ("Form 20-F"). This Form 20-F/A is filed solely for the purpose of correcting a typographical error contained in Exhibit 13.1 (Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) to the Form 20-F. The annual report referenced the incorrect year ended December 31, 2006, and should have been December 31, 2007. In addition, the respective signature dates of the CEO and CFO reflect their most current certification. |
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This Form-20F/A makes no changes to the financial statements of the Registrant. Other than what is stated above, this Form 20-F/A does not, amend, update or restate the information in any other item of the Form 20-F as originally filed on June 25, 2008 or reflect any events that have occurred after the original filing of the Form 20-F on June 25, 2008. |
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ITEM 19 |
EXHIBITS |
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Index of Exhibits |
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Documents filed as exhibits to this Annual Report: |
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Exhibit Number |
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Description |
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13.1 |
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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2 |
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SIGNATURES |
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. |
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ALUMINUM CORPORATION OF CHINA LIMITED |
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By: |
/s/XIAO Yaqing |
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XIAO Yaqing |
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Chief Executive Officer |
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Date: August 7, 2008 |
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3 |
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Exhibit 13.1 |
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Certification of CEO and CFO Pursuant to |
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18 U.S.C. Section 1350, |
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as Adopted Pursuant to |
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Section 906 of the Sarbanes-Oxley Act of 2002 |
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In connection with the annual report (the "Report") on Form 20-F of Aluminum Corporation of China Limited (the "Company") for the year ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), XIAO Yaqing, as Chief Executive Officer of the Company, and CHEN Jihua, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge: |
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company. |
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By: /s/ XIAO Yaqing |
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Name: XIAO Yaqing |
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Title: Chief Executive Officer |
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Date: August 7, 2008 |
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By: /s/ CHEN Jihua |
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Name: CHEN Jihua |
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Title: Chief Financial Officer |
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Date: August 7, 2008 |
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This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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A signed original of this written statement, required by Section 906 has been provided to Aluminum Corporation of China Limited, and furnished to the Securities and Exchange Commission or its staff upon request. |
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