UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
People’s Republic of China
Telephone: +86 562 5860046
and
Dongna HE
China Railway Construction Corporation Limited
No. 40, Fuxing Road
Beijing 100855
People’s Republic of China
Telephone: +86 10 52688103
and
Guobin HU
CRCC-Tongguan Investment Co., Ltd.
c/o Tongling Nonferrous Metals Group Holdings Co., Ltd.
Changjiang West Road
Tongling 244001, Anhui Province
People’s Republic of China
Telephone: +86 562 5860046
Copies to:
Darren W.T. Novak, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
(212) 588-5500
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o
Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. | 22027E409 |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). Tongling Nonferrous Metals Group Holdings Co., Ltd. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO;WC; BK (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
People’s Republic of China | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 9,429,541* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
9,429,541* | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,429,541* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
14.8%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. | 22027E409 |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). China Railway Construction Corporation Limited | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO; WC; BK (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
People’s Republic of China | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 9,429,541* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
9,429,541* | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,429,541* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
14.8%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. | 22027E409 |
1 | NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only). CRCC-Tongguan Investment Co., Ltd. | ||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | ||||||||||
(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO; WC; BK (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
People’s Republic of China | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 9,429,541* | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 0 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
9,429,541* | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,429,541* | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
14.8%** | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
Page 5 of 19
• | If, within four months after the making of the Offer by the Offeror, the Offer has been accepted by persons, who, in the aggregate, hold at least 90% of the outstanding Common Shares as at the expiry time of the Offer, the Offeror will, to the extent possible, acquire the remainder of the Common Shares from the Issuer’s shareholders who have not accepted the Offer pursuant to a compulsory acquisition under the laws of British Columbia. |
Page 6 of 19
• | If the Offeror takes up and pays for such number of Common Shares under the Offer that, together with the Common Shares held by the Offeror and any of its nominees and affiliates, is equal to at least 662/3% of the outstanding Common Shares as at the expiry time of the Offer, and a compulsory acquisition under the laws of British Columbia is not available, the Offeror will use its commercially reasonable efforts to acquire the balance of the Common Shares as soon as practicable, and in any event within 120 days of the expiry time of the Offer, by way of a statutory arrangement, amalgamation, amendment to articles, reorganization, consolidation, recapitalization or other type of acquisition transaction or transactions carried out for consideration per Common Share of not less than Cdn$8.60. |
• | In the event the Offeror takes up and pays for under the Offer, or otherwise acquires, such number of Common Shares that, together with the Common Shares held by the Offeror and any of its nominees and affiliates, is equal to at least a simple majority of the outstanding Common Shares, the Issuer will assist the Offeror in connection with any proposed compulsory acquisition or subsequent acquisition transaction such that the Offeror may, in its sole discretion, undertake to pursue to acquire the balance of the Common Shares, provided that the consideration per Common Share offered in connection with such transaction is not less than Cdn$8.60. |
Page 7 of 19
Page 8 of 19
Page 9 of 19
(a) and (b) | As of January 7, 2010, the Reporting Persons did not own any Common Shares. However, as of January 7, 2010, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Exchange Act, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), 9,429,541 Common Shares (including 2,005,000 Common Shares of which the Reporting Persons may acquire beneficial ownership within sixty days of December 28, 2009 through the exercise of Options held by the Locked-Up Shareholders), representing approximately 14.8% of the outstanding Common Shares as represented in the Support Agreement. Accordingly, the percentage of issued outstanding Common Shares that may be beneficially owned by the Reporting Persons is approximately 14.8%. The beneficial ownership of the 9,429,541 Common Shares referred to above that are subject to the Lock-Up Agreements is expressly disclaimed by each of the Reporting Persons. |
Page 10 of 19
(c) | Except as set forth in Item 4, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has beneficial ownership of, or has effected any transaction during the past 60 days in, any Common Shares. |
(d) | Other than the Locked-Up Shareholders identified in Item 4 pursuant to the Lock-Up Agreements, to the best of Reporting Persons’ knowledge as of the date hereof, none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any of the Schedule I Persons, has or knows any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Shares referred to in this Item 5. |
(e) | Not applicable. |
Exhibit | ||||
No. | Exhibits Name | |||
99.1. | Joint Filing Agreement, dated January 7, 2010, by and among Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. to the filing of a joint statement on Schedule 13D. | |||
99.2. | Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited, CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc. | |||
99.3. | Form of Lock-Up Agreement. |
Page 11 of 19
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD. | ||||
By: | /s/ Dongqing LI | |||
Name: | Dongqing LI | |||
Title: | Chief Engineer | |||
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED | ||||
By: | /s/ Zhiliang ZHOU | |||
Name: | Zhiliang ZHOU | |||
Title: | Company Vice President | |||
CRCC-TONGGUAN INVESTMENT CO., LTD. | ||||
By: | /s/ Shouhua JIN | |||
Name: | Shouhua JIN | |||
Title: | Chairman | |||
Exhibit | ||||
No. | Exhibits Name | |||
99.1. | Joint Filing Agreement, dated January 7, 2010, by and among Tongling Nonferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited and CRCC-Tongguan Investment Co., Ltd. to the filing of a joint statement on Schedule 13D. | |||
99.2. | Support Agreement, dated December 28, 2009, by and among Tongling Non-Ferrous Metals Group Holdings Co., Ltd., China Railway Construction Corporation Limited, CRCC-Tongguan Investment Co., Ltd. and Corriente Resources Inc. | |||
99.3. | Form of Lock-Up Agreement. |
TONGLING NONFERROUS METALS GROUP HOLDINGS CO., LTD.
(“TONGLING”)
Principal | ||||||||||||||
Country of | Principal | business | ||||||||||||
Name | Title | citizenship | occupation | address | ||||||||||
Jianghong WEI | Chairman and CEO | Chairman and CEO of Tongling | ||||||||||||
Guotai FANG | Vice Chairman | Vice Chairman of Tongling | ||||||||||||
Wu SHAO | Director and Standing Vice President | Director and Standing Vice President of Tongling | ||||||||||||
Renfa WANG | Director | Director of Tongling | ||||||||||||
Xiaowei WU | Director | Director of Tongling | ||||||||||||
Huadong GONG | Director and Vice President | Director and Vice President of Tongling | ||||||||||||
Keming LIANG | Director and Vice President | Director and Vice President of Tongling | ||||||||||||
Mingyong CHEN | Director and Vice President | Director and Vice President of Tongling | ||||||||||||
Libao WANG | Director and Chief Accountant | Director and Chief Accountant of Tongling | ||||||||||||
Dongqing LI | Chief Engineer | Chief Engineer of Tongling | ||||||||||||
CHINA RAILWAY CONSTRUCTION CORPORATION LIMITED
(“CRCC”)
Principal | ||||||||||||||
Country of | Principal | business | ||||||||||||
Name | Title | citizenship | occupation | address | ||||||||||
Guorui LI | Chairman and non-executive director | Chairman and non-executive director of CRCC | ||||||||||||
Yuanchen DING | Vice chairman and executive director | Vice chairman and executive director of CRCC | ||||||||||||
Guangfa ZHAO | Executive director and company president | Executive director and company president of CRCC | ||||||||||||
Jingui HUO | Non-executive director | Non-executive director of CRCC | ||||||||||||
Mingxian ZHU | Non-executive director | Non-executive director of CRCC | ||||||||||||
Kecheng LI | Independent non-executive director | Independent non-executive director of CRCC | ||||||||||||
Guangjie ZHAO | Independent non-executive director | Independent non-executive director of CRCC | ||||||||||||
Taishi WU | Independent non-executive director | Independent non-executive director of CRCC | ||||||||||||
Waifung NGAI | Independent non-executive director | Independent non-executive director of CRCC | ||||||||||||
Principal | ||||||||||||||
Country of | Principal | business | ||||||||||||
Name | Title | citizenship | occupation | address | ||||||||||
Shugui PENG | Chairman of the Supervisor Committee and company supervisor | Chairman of the Supervisor Committee and company supervisor of CRCC | ||||||||||||
Shaojun HUANG | Company supervisor | Company supervisor of CRCC | ||||||||||||
Zhenyi HU | Company vice president and chief economist | Company vice president and chief economist of CRCC | ||||||||||||
Fengli YU | Company supervisor | Company supervisor of CRCC | ||||||||||||
Guobin XIA | Company vice president and chief engineer | Company vice president and chief engineer of CRCC | ||||||||||||
De FAN | Company vice president | Company vice president of CRCC | ||||||||||||
Zhiliang ZHOU | Company vice president | Company vice president of CRCC | ||||||||||||
Shangbiao ZHUANG | Company vice president, chief financial officer and chief legal advisor | Company vice president, chief financial officer and chief legal advisor of CRCC | ||||||||||||
Zongyan ZHANG | Company vice president | Company vice president of CRCC | ||||||||||||
Ruchen LIU | Company vice president | Company vice president of CRCC | ||||||||||||
Tingzhu LI | Secretary to the board of directors | Secretary to the board of directors of CRCC | ||||||||||||
Chun Biu LAW | Qualified accountant and joint company secretary | Hong Kong | Joint company secretary of CRCC | |||||||||||
CRCC—TONGGUAN INVESTMENT CO., LTD.
(“OFFEROR”)
Principal | ||||||||||||||
Country of | Principal | business | ||||||||||||
Name | Title | citizenship | occupation | address | ||||||||||
Shouhua JIN | Chairman and Director | Head of Capital Operations Department of CRCC | ||||||||||||
Dongqing LI | Director and CEO | Chief engineer of Tongling | Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China | |||||||||||
Xingxi YU | Director | Head of Finance Department of CRCC | ||||||||||||
Guobin HU | Director | Deputy head of International Cooperation Department of Tongling | Changjiang West Road, Tongling 244001, Anhui Province, People’s Republic of China | |||||||||||
Zhaoqi WANG | CFO | Chief of Property Rights Division of Finance Department of CRCC | ||||||||||||