Schedule 13G Amendment No. 3

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQ7TNVTRrfrZ4EQv5ThZpgvyxjYWEBWhO7J4ELaAVPd3kQQo4vZwHojM2zssQwlf 8LrkM0etlLQpupCLo0clfQ== 0001193125-07-203429.txt : 20070919 0001193125-07-203429.hdr.sgml : 20070919 20070919101801 ACCESSION NUMBER: 0001193125-07-203429 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070919 DATE AS OF CHANGE: 20070919 GROUP MEMBERS: ALCOA INTERNATIONAL (ASIA) LIMITED GROUP MEMBERS: ALCOA INTERNATIONAL HOLDINGS COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALUMINUM CORP OF CHINA LTD CENTRAL INDEX KEY: 0001161611 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77956 FILM NUMBER: 071123756 BUSINESS ADDRESS: STREET 1: NO. B12 FUXING ROAD STREET 2: PEOPLES REPUBLIC OF CHINA CITY: BEIJING, HAIDEN DISTRICT STATE: F5 ZIP: 100814 BUSINESS PHONE: 01185229788056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALCOA INC CENTRAL INDEX KEY: 0000004281 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 250317820 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212-5858 BUSINESS PHONE: 4125532576 MAIL ADDRESS: STREET 1: 801 ISABELLA ST STREET 2: ALCOA CORPORATE CTR CITY: PITTSBURGH STATE: PA ZIP: 15212-5858 FORMER COMPANY: FORMER CONFORMED NAME: ALUMINUM CO OF AMERICA DATE OF NAME CHANGE: 19920703 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 3 Schedule 13G Amendment No. 3

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

Aluminum Corporation of China Limited

(Name of Issuer)

H ordinary shares, par value RMB1.00 per share

(Title of Class of Securities)

022276109

(CUSIP Number)

September 12, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)


CUSIP No. 022276109


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Alcoa Inc. 25-0317820
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Pennsylvania


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power

		0
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	0 shares
10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	HC


CUSIP No. 022276109


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Alcoa International Holdings Company 25-1563111
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power

		0
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	0 shares
10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	HC


CUSIP No. 022276109


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Alcoa International (Asia) Limited 00-0000000
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ¨
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Hong Kong S.A.R., People’s Republic of China


Number of Shares Beneficially Owned by Each Reporting Person With:		5. Sole Voting Power

		0
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		0
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	0 shares
10.	Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	CO

ITEM 1.

(a)

Name of Issuer

Aluminum Corporation of China Limited

(b)

Address of Issuer’s Principal Executive Offices

No. 62 North Xizhimen Street

Haidian District, Beijing

People’s Republic of China 100082

ITEM 2.

(a)-(c)

This Statement is filed by:

Alcoa Inc., Alcoa International Holdings Company and Alcoa International (Asia) Limited.

The Address of the Principal Business Office of Alcoa Inc. is 390 Park Avenue, New York, New York 10022-4608, USA. Alcoa Inc. is a Pennsylvania corporation.

The Address of the Principal Business Office of Alcoa International Holdings Company is 101 Cherry Street, 4th Floor, Burlington, VT 05402-1491. Alcoa International Holdings Company is a Delaware corporation.

The Address of the Principal Business Office of Alcoa International (Asia) Limited is Room 1301, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong S.A.R. Alcoa International (Asia) Limited is a Hong Kong company.

Alcoa Inc., Alcoa International Holdings Company and Alcoa International (Asia) Limited are each individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(d)

Title of Class of Securities

H ordinary shares

(e)

CUSIP Number

022276109 (CUSIP number for ADSs representing H ordinary shares)

ITEM 3.

Inapplicable.


ITEM 4.	OWNERSHIP

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		See Row 9 for the amount beneficially owned by each Reporting Person

	(b)	Percent of class:

		See Row 11 for the percentage of class beneficially owned by each Reporting Person

	(c)	Number of shares as to which the person has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition of, shared power to dispose or direct the disposition of:

		See Rows 5-8 for the voting and dispositive power for each Reporting Person

ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Inapplicable.

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	See Exhibit A attached hereto relating to the H ordinary shares that were held by a subsidiary of Alcoa Inc. and Alcoa International Holdings Company.

ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	A copy of the Agreement Relating to Joint Filing of Schedule 13G is attached hereto as Exhibit B.

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP

	Inapplicable.

ITEM 10.	CERTIFICATIONS

	Inapplicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


September 19, 2007	Alcoa Inc.
Dated
	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Vice President and Treasurer

	Alcoa International Holdings Company

	By:	/s/ John E. Wilson, Jr.
	Name:	John E. Wilson, Jr.
	Title:	President

	Alcoa International (Asia) Limited

	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Authorized Signatory

EXHIBIT A

IDENTIFICATION OF SUBSIDIARIES

Alcoa Inc. and Alcoa International Holdings Company have filed Schedule 13G pursuant to Rule 13d-1(d). As of September 17, 2007, Alcoa International (Asia) Limited, an indirect subsidiary of Alcoa Inc. and a direct subsidiary of Alcoa International Holdings Company, was the record owner of 0 shares of H ordinary shares of Aluminum Corporation of China Limited.

EXHIBIT B

AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the H ordinary shares of Aluminum Corporation of China Limited shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an Exhibit to such Schedule 13G.


September 19, 2007	Alcoa Inc.
Dated
	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Vice President and Treasurer

	Alcoa International Holdings Company

	By:	/s/ John E. Wilson, Jr.
	Name:	John E. Wilson, Jr.
	Title:	President

	Alcoa International (Asia) Limited

	By:	/s/ Peter Hong
	Name:	Peter Hong
	Title:	Authorized Signatory

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