Amended Annual and Transition Report (foreign Private Issuer) (20-f/a)
04 Giugno 2018 - 1:15PM
Edgar (US Regulatory)
As
filed with Securities and Exchange Commission on June 4, 2018
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
20-F/A
(Amendment
No.1)
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☐
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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☒
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2017
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OR
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☐
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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☐
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of event requiring this shell company report _____________
For
the transition period from __________ to __________
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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
(Jurisdiction of incorporation or organization)
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No.
62 North Xizhimen Street, Haidian District, Beijing
People’s
Republic of China (100082)
(Address
of principal executive offices)
Yu
Dehui
No.
62 North Xizhimen Street, Haidian District, Beijing
People’s
Republic of China (100082)
(86)
10 8229 8322
ir@chalco.com.cn
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(Name,
Telephone, Email and/or Facsimile number and Address of Company Contact Person)
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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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Name
of each exchange on which registered
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American
Depositary Shares*
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New
York Stock Exchange, Inc.
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Class
H Ordinary Shares**
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_______________________
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*
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Evidenced
by American Depositary Receipts. Each American Depositary Share represents 25 H Shares.
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**
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Not
for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities
and Exchange Commission.
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Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.
As
of December 31, 2017:
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Domestic
Shares, par value RMB1.00 per share
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10,959,832,268
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H
Shares, par value RMB1.00 per share
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3,943,965,968
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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. Yes
✓
No __
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 Securities Exchange Act of 1934. Yes __ No
✓
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.
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. Yes
✓
No __
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
✓
No _
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
✓
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Accelerated
filer ___
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Non-accelerated
filer __
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Emerging
growth company __
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. __
†The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S.
GAAP __
International Financial Reporting Standards as issued by the International Accounting Standards Board
✓
Other __
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.
Item
17 __ Item 18 __
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).
Yes
__ No
✓
(APPLICABLE
ONLY
TO ISSUERS
INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE
PAST
FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Explanatory
Note
This Amendment No.
1 to Annual Report on Form 20-F/A ("Form 20-F/A") is being filed by Aluminum Corporation of China Limited (the "Registrant")
as an amendment to the Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 2017 ("Form 20-F"),
filed with the U.S. Securities and Exchange Commission ("SEC") on April 19, 2018.
Pursuant to Rule 3-09
of SEC Regulation S-X, the Registrant is filing this Form 20-F/A to include the financial statements of the Registrant’s 33%-owned unconsolidated company, Guangxi Hua Yin Aluminum Co., Ltd., for the years ended December 31, 2015, 2016 and 2017 and
as of December 31, 2015, 2016 and 2017. The unaudited consolidated financial statements for the fiscal years ended December 31,
2015 and 2016, and the audited consolidated financial statements for the fiscal year ended December 31, 2017 of this unconsolidated
company are included in this Form 20-F/A under Item 18. This Form 20-F/A is also updating the exhibit list under Item 19 and including
as exhibits certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer.
This Form 20-F/A makes
no other changes to the Form 20-F of the Registrant. Other than what is stated above, this Form 20-F/A does not in any way modify
or update any other disclosures in, or amend, update or restate the information in any other part of, the Form 20-F as originally
filed on April 19, 2018 (including without limitation the financial statements originally provided under Item 18 in the Form 20-F).
This Form 20-F/A does not reflect events occurring after the original filing of the Form 20-F on April 19, 2018 and should be
read in conjunction with the originally filed Form 20-F, as well as the Registrant’s filings with the SEC subsequent to
the original filing of the Form 20-F.
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PART
III
Item 18. Financial
Statements
Pursuant
to Rule 3-09 of SEC Regulation S-X, we are filing this Form 20-F/A to include the financial statements of our 33%-owned unconsolidated
company, Guangxi Hua Yin Aluminum Co., Ltd., for the years ended December 31, 2015, 2016 and 2017 and as of December 31, 2015,
2016 and 2017. The unaudited consolidated financial statements for the fiscal years ended December 31, 2015 and 2016, and the
audited consolidated financial statements for the fiscal year ended December 31, 2017 of this unconsolidated company are included
in this Form 20-F/A in Exhibit 15.2, which is incorporated by reference in this Item 18.
Item 19. Exhibits
Exhibit
Number
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Description
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1.1†
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English
translation of Amended Articles of Association of Aluminum Corporation of China Limited
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2.1
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Registrant’s
Specimen American Depositary Receipt (incorporated by reference to Exhibit 2.1 of our annual report on Form 20-F/A (file No.
001-15264) filed with the Securities and Exchange Commission on October 9, 2012)
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2.2
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Registrant’s
Specimen Certificate for H Shares (incorporated by reference to Exhibit 2.2 of our annual report on Form 20-F/A (file No.001-15264)
filed with the Securities and Exchange Commission on October 9, 2012)
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2.3
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Deposit
Agreement among the Registrant, The Bank of New York, as depositary, and Owners and Beneficial Owners of the American Depositary
Receipts (incorporated by reference to Exhibit 2.3 of our annual report on Form 20-F/A (file No. 001-15264) filed with the
Securities and Exchange Commission on October 9, 2012)
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4.1
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English
translation of Form of Employment Contract (incorporated by reference to Exhibit 4.1 of our annual report on Form 20-F/A (file
No. 001-15264) filed with the Securities and Exchange Commission on October 9, 2012)
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8.1†
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List
of Subsidiaries of Aluminum Corporation of China Limited as of December 31, 2017
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12.1*
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Certification
by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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12.2*
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Certification
by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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13.1*
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Certification
by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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13.2*
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Certification
by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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15.1
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Letter
from Ernst & Young (incorporated by reference to Exhibit 15.1 of our annual report on Form 20-F (File No. 001-15264) filed
with the Securities and Exchange Commission on April 15, 2016)
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15.2*
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Consolidated
Financial Statements of Guangxi Hua Yin Aluminum Co., Ltd. as of and for the Fiscal Year ended December 31, 2017
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101.INS†
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XBRL
Instance Document
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101.SCH†
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XBRL
Taxonomy Extension Schema Document
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101.CAL†
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF†
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB†
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE†
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XBRL
Taxonomy Extension Presentation Linkbase Document
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_______________
† Filed on April
19, 2018
* Filed herewith
SIGNATURES
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 Amendment No. 1 on Form 20-F/A on its behalf.
ALUMINUM CORPORATION
OF CHINA LIMITED
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By:
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/s/
Yu Dehui
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Name: Yu Dehui
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Title: Executive Director and Chairman
of the Board
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Date: June 4, 2018
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Grafico Azioni Aluminum Corporation China (PK) (USOTC:ALMMF)
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Da Mag 2024 a Giu 2024
Grafico Azioni Aluminum Corporation China (PK) (USOTC:ALMMF)
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Da Giu 2023 a Giu 2024