1934 ACT FILE NO. 001-15264 SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
For the month of December 2009.
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.] [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.] [If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ] |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Aluminum Corporation of China Limited (Registrant) | |
Date December 30, 2009 |
By
/s/ Liu Qiang
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Certain statements contained in this announcement may be regarded as "forward-looking statements" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company specifically disclaims any obligation to update these forward-looking statements, unless required by applicable laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this announcement. |
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. |
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(Stock Code: 2600) ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE | |
At the 2009 Second Extraordinary General Meeting held on 30 December 2009 ("Second EGM"), all resolutions set out in the Notice of the 2009 Second EGM were duly passed. |
Reference is made to the Notice of the 2009 Second EGM of Aluminum Corporation of China Limited (the "Company") dated 13 November 2009 (the "Notice") and the circular dated 13 November 2009 (the "Circular"). Terms used in this announcement shall have the same meanings as defined in the Circular unless the context requires otherwise. |
I. |
PARTICULARS OF THE MEETING |
1. |
Time of the 2009 Second EGM: at 9:00 a.m. on 30 December 2009. |
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2. |
Venue of meeting: the Company's conference room at No. 62 North Xizhimen Street, Haidian District, Beijing, the People's Republic of China. |
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3. |
Way of convening the meeting: on-site meeting and voting was adopted for the 2009 Second EGM. |
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4. |
Convenor of the meeting: the board of directors of the Company (the "Board"). |
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5. |
Chairman of the meeting: Chairman of the Board, Mr. Xiong Weiping. |
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6. |
The meeting was held in compliance with the PRC Company Law and the Articles of Association of the Company (the "Articles"). |
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II. |
ATTENDANCE OF THE 2009 SECOND EGM |
As at the date of the 2009 Second EGM, the Company has 13,524,487,892 shares in issue, of which 5,656,357,299 shares were held by Chinalco and its associates. |
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In respect of resolutions numbered 1 and 3 set out in the Notice of the 2009 Second EGM, the total number of shares entitling the holders to attend and vote for or against the resolutions at the meeting was 7,868,130,593 shares; there was no share entitling the holders to attend and vote only against resolutions numbered 1 and 3 at the Second EGM. |
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In respect of resolutions numbered 2 and 4 set out in the Notice of the 2009 Second EGM, the total number of shares entitling the holders to attend and vote for or against the resolutions at the meeting was 13,524,487,892 shares; there was no share entitling the holders to attend and vote only against resolutions numbered 2 and 4 at the Second EGM. |
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Shareholders of the Company in attendance either in person or by proxy at the meeting, represented 11,867,314,368 shares of the Company, or 87.75% of the total number of 13,524,487,892 issued shares of the Company. |
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III. |
RESOLUTIONS CONSIDERED |
All of the following resolutions were considered and passed by way of voting by poll at the meeting: |
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1. |
Approved the resolution in relation to the renewal of the Mutual Supply Agreement and the proposed annual caps thereunder for the three years ending 31 December 2012. |
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3,701,814,533 shares were cast for the resolution, 864,625 shares were cast against the resolution and nil shares were cast as abstained votes. The shares for affirmative votes represented 99.9766% of the number of valid votes. |
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2. |
Approved the resolution in relation to the renewal of the Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement and the proposed annual caps thereunder for the three years ending 31 December 2012. |
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9,351,128,478 shares were cast for the resolution, 763,200 shares were cast against the resolution and nil shares were cast as abstained votes. The shares for affirmative votes represented 99.9918% of the number of valid votes. |
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3. |
Approved the resolution in relation to the renewal of the Provision of Engineering, Construction and Supervisory Services Agreement and the proposed annual caps thereunder for the three years ending 31 December 2012. |
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3,701,847,558 shares were cast for the resolution, 822,075 shares were cast against the resolution and nil shares were cast for abstained votes. The shares for affirmative votes represented 99.9778% of the number of valid votes. |
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4. |
Approved the resolution in relation to the renewal of the Long Term Agreement for Sale and Purchase of Alumina and the proposed annual caps thereunder for the three years ending 31 December 2012. |
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9,351,137,228 shares were cast for the resolution, 724,475 shares were cast against the resolution and nil shares were cast for abstained votes. The shares for affirmative votes represented 99.9923% of the total shares with voting rights held by shareholders (or their authorized proxies) who were present at the meeting. |
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The Board confirmed that Chinalco and its associates had abstained from voting on resolutions numbered 1 and 3. |
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IV. |
Lawyer as Witness |
The meeting was witnessed by a lawyer from Jincheng Tongda & Neal ("JT&N"), Beijing, the legal adviser of the Company, who issued a legal opinion on the meeting, pursuant to which JT&N was of the view that the convening of and the procedures for holding the meeting, the voting procedures adopted, the eligibility of the person who convened the meeting and the eligibility of shareholders (or their authorized proxies) who attended the meeting were in compliance with the relevant requirements of relevant laws and the Articles of Association of the Company and that the voting results of the meeting were valid. |
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V. |
Scrutineer |
Hong Kong Registrars Limited, the H share registrar and transfer office of the Company, authorized JT&N, Beijing, to act as the scrutineer of the 2009 Second EGM for the purposes of vote-taking on its behalf. |
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By order of the Board |
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Aluminum Corporation of China Limited* |
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Liu Qiang |
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Company Secretary |
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Beijing, the PRC |
30 December 2009 |
As at the date of this announcement, the members of the Board comprise Mr. Xiong Weiping, Mr. Luo Jianchuan, Mr. Chen Jihua and Mr. Liu Xiangmin (Executive Directors); Mr. Shi Chungui (Non-executive Director); Mr. Kang Yi, Mr. Zhang Zhuoyuan, Mr. Wang Mengkui and Mr. Zhu Demiao (Independent Non-executive Directors). |
* For identification purpose only. |
About the Company |
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Our contact information of this release is: |
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Business address: No.62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 |
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Telephone number: (86-10) 8229 8103 |
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Website: http://www.chalco.com.cn |
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Contact person: Liu Qiang, Company Secretary |