Form 15F-12B - Securities registration termination of foreign private issuers [Section 12(b)]
February 02 2024 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S
TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES
UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR ITS
TERMINATION OF THE DUTY TO
FILE REPORTS UNDER SECTION 13(a) OR
SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-15264
ALUMINUM CORPORATION OF CHINA LIMITED
(Exact name of registrant as specified in its
charter)
No. 62 North Xizhimen Street
Haidian District, Beijing
People’s Republic of China 100082
(86) 10 8229 8322
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Overseas Listed Foreign Shares, par value RMB1.00
per Share (“H Shares”)
American Depositary Shares, Each Representing
25 H Shares
(Title of each class of securities covered by
this Form)
Place an X in the appropriate box(es) to indicate
the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
Rule 12h-6(a) x
(for equity securities) |
Rule 12h-6(d) ¨
(for successor registrants) |
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Rule 12h-6(c) ¨
(for debt securities) |
Rule 12h-6(i) ¨
(for prior Form 15 filers) |
PART I
| Item 1. | Exchange Act Reporting History |
| A. | Aluminum Corporation of China Limited (the “Company”) first
incurred the duty to file reports under section 13(a) or section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), in December 2001. |
The Company’s American Depositary Shares (the “ADSs”),
each representing 25 H Shares, were listed on the New York Stock Exchange (the “NYSE”) on December 11, 2001. On August 22,
2022, the Company voluntarily filed Form 25 with the United States Securities and Exchange Commission (the “SEC”) and
the delisting of the Company’s ADSs became effective as of 12:00 am Eastern Time on September 2, 2022. On June 30, 2023,
the Company terminated its ADSs program.
| B. | The Company has filed or submitted all reports required under Exchange
Act section 13(a) or section 15(d) and corresponding rules of the SEC for
the 12 months preceding the filing of this Form 15F. The Company has filed at least
one annual report under section 13(a) of the Exchange Act. |
| Item 2. | Recent United States Market Activity |
The Company’s securities were last sold in the United States
in December 2001 in a registered offering under the Securities Act of 1933, as amended, pursuant to a registration statement on
Form F-1 (No. 333-14068), as amended.
| Item 3. | Foreign Listing and Primary Trading Market |
| A. | The foreign exchange on which the Company has maintained a listing of its
H Shares is The Stock Exchange of Hong Kong Limited (the “SEHK”) and such exchange
constitutes the primary trading market for the Company’s H Shares. |
| B. | The Company was initially listed on the SEHK in December 2001. The
Company has maintained the listing of its H Shares on the SEHK for at least the 12 months
preceding the filing of this Form 15F. |
| C. | The percentage of trading in the Company’s H Shares (including those
represented in the form of ADSs) that occurred on the SEHK for the 12-month period from February 1,
2023 to January 31, 2024 (both dates inclusive) was approximately 99.8%. |
| Item 4. | Comparative Trading Volume Data |
| A. | The first and last days of the recent 12-month period used to meet the
requirements of Rule 12h-6(a)(4)(i) under the Exchange Act are February 1,
2023 and January 31, 2024. |
| B. | The average daily trading volume of the Company’s H Shares (including
those represented in the form of ADSs) in the United States (both on-exchange and off-exchange)
was approximately 47,441 shares for the same 12-month period. The average daily trading volume
of the Company’s H Shares (including those represented in the form of ADSs) worldwide
was approximately 21,410,879 shares for the same 12-month period. |
| C. | The average daily trading volume of the Company’s H Shares (including
those represented in the form of ADSs) in the United States as a percentage of the average
daily trading volume for the H Shares (including those represented in the form of ADSs) on
a worldwide basis for the period described in Item 4.A was approximately 0.2%. |
| D. | The Company’s ADSs were delisted from the NYSE effective as of 12:00
am Eastern Time on September 2, 2022. As of that date, the average daily trading volume
of the Company’s H Shares (including those represented in the form of ADSs) in the
United States as a percentage of the average daily trading volume for the H Shares (including
those represented in the form of ADSs) on a worldwide basis for the preceding 12-month period
was approximately 6.4%. |
| E. | The Company has terminated its ADSs program on June 30, 2023. As of
that date, the average daily trading volume of the Company’s H Shares (including those
represented in the form of ADSs) in the United States as a percentage of the average daily
trading volume for the H Shares (including those represented in the form of ADSs) on a worldwide
basis for the preceding 12-month period was approximately 2.7%. |
| F. | All trading volume information was obtained from Wind Information Co., Ltd.,
a leading provider of financial information services in China. |
| Item 5. | Alternative Record Holder Information |
Not applicable.
Not applicable.
| Item 7. | Notice Requirement |
| A. | The Company published a notice, as required by Rule 12h-6(h) under
the Exchange Act, disclosing its intent to terminate its duty to file reports under section
13(a) and section 15(d) of the Exchange Act on August 12, 2022. |
| B. | The Company disseminated this notice in the United States through ACN Newswire.
In addition, this notice was posted on the Company’s website. The Company submitted
a copy of the notice to the SEC under cover of a Form 6-K on August 12, 2022. |
| Item 8. | Prior Form 15 Filers |
Not applicable.
PART II
| Item 9. | Rule 12g3-2(b) Exemption |
The Company will publish the information required under Rule 12g3-2(b)(1)(iii) on
its Internet website at www.chalco.com.cn.
PART III
None.
The undersigned issuer hereby undertakes to withdraw this Form 15F
if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information
that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of
securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis
for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
(2) Its subject class of securities was held of record by 300
or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
(3) It otherwise did not qualify for termination of its Exchange
Act reporting obligations under Rule 12h-6.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, Aluminum Corporation of China Limited has duly authorized the undersigned person to sign on its
behalf this certification on Form 15F. In so doing, Aluminum Corporation of China Limited certifies that, as represented on this
Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of
the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
Date: February 2, 2024
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ALUMINUM CORPORATION OF CHINA LIMITED |
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By: |
/s/ Ge Xiaolei |
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Name: |
Ge Xiaolei |
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Title: |
Chief Financial Officer and Secretary to the Board |
Aluminum Corporation China (PK) (USOTC:ALMMF)
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