Chalco 2023
Chalco 2023
Chalco 2023
2 Corporate Profile
7 Financial Summary
13 Directors, Supervisors, Senior Management and
Employees
31 Particulars and Changes of Shareholding
Structure, and Details of Substantial
Shareholders
41 Chairman’s Statement
56 Management’s Discussion and Analysis of
Financial Position and Results of Operations
66 Report of the Board
110 Report of the Supervisory Committee
115 Report on Corporate Governance and Internal
Control
153 Significant Events
166 Connected Transactions
197 Independent Auditor’s Report
204 Consolidated Statement of Financial Position
207 Consolidated Statement of Profit or Loss and
Other Comprehensive Income
210 Consolidated Statement of Changes in Equity
212 Consolidated Statement of Cash Flows
214 Notes to the Financial Statements
398 Corporate Information
Corporate Profile
Alumina production capacity Primary aluminum
production capacity
No.1
in the world No.1
in the world
Refined alumina High purity aluminum
capacity production capacity
No.1 No.1
in the world in the world
Aluminum Corporation of China Limited (“Chalco” or the “Company”) is a joint stock limited
company established in the People’s Republic of China (the “PRC”); its shares are listed on The
Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and the Shanghai
Stock Exchange (“SSE”), respectively.
The Company and its subsidiaries (the “Group”) is a leading enterprise in aluminum industry in
China, ranking among the top in the global aluminum industry in terms of overall strengths. The
Group’s alumina, electrolytic aluminum, fine alumina, high purity aluminum, aluminum anodes and
gallium metal production capacity all rank first in the world, and is a large manufacturer and operator
with integration of exploration and mining of bauxite, coal and other resources; production, sales
and technology research of alumina, primary aluminum, aluminum alloy and carbon; international
trade; logistics business; thermal and new energy power generation.
• its clear and pragmatic development strategy to build itself into a top-notch aluminum
company with global competitiveness in the world;
• its ownership of stable and reliable supply of bauxite resources to ensure sustainable
development;
• its advanced management concepts to promote the realization of the operation objectives of
the Company;
• its combination of party building and operating management to lead and ensure the high-
quality development of the Company.
As at the end of the reporting period, the Group is principally comprised of the following branches,
subsidiaries, joint ventures and associates:
Major Branches:
• Qinghai branch (mainly engaged in producing primary aluminum and alloy products);
• Guizhou branch (mainly engaged in mining bauxite and producing alloy products);
Major Subsidiaries:
• Chalco Shanxi New Material Co., Ltd.* (中鋁山西新材料有限公司) (“Shanxi New Material”)
(mainly engaged in the mining of bauxite, and production and sales of alumina, primary
aluminum and alloy products);
• Zunyi Aluminum Co., Ltd. (“Zunyi Aluminum”) (mainly engaged in production and sales of
alumina and primary aluminum products);
• Baotou Aluminum Co., Ltd. (“Baotou Aluminum”) (mainly engaged in production and sales
of primary aluminum, aluminum alloys and their processed products, carbon products, etc.);
• Chalco Mining Co., Ltd. (“Chalco Mining”) (mainly engaged in the mining of bauxite, and
production and sales of alumina products);
• China Aluminum International Trading Co., Ltd. (“Chalco Trading”) (mainly engaged in the
import and export of various self-operating and agent commodities and technologies);
• Chalco Hong Kong Ltd. (“Chalco Hong Kong”) (mainly engaged in overseas bauxite mining
and bauxite trading);
• Chalco Energy Co., Ltd. (“Chalco Energy”) (mainly engaged in energy development);
• Chalco (Shanghai) Carbon Co., Ltd. (“Chalco (Shanghai) Carbon”) (mainly engaged in
production and sales of graphite and carbon products);
• Chalco New Materials Company Limited (“Chalco New Materials”) (mainly engaged in
production and sales of fine alumina);
• Chalco Ningxia Energy Group Co., Ltd. (“Ningxia Energy”) (mainly engaged in power
generation, machinery manufacturing, investment, construction, operation and management
of railways and its related industries, and investment in coal and its related industries);
• Guizhou Huajin Aluminum Co., Ltd. (“Guizhou Huajin”) (mainly engaged in production and
sales of alumina);
• China Aluminum Logistics Group Corporation Co., Ltd (“Chalco Logistics”) (mainly engaged
in logistics and transportation services);
• Guangxi Huasheng New Material Co., Ltd. (“Guangxi Huasheng”) (mainly engaged in
production and sales of alumina products);
• Chalco Materials Co., Ltd. (“Chalco Materials”) (mainly engaged in sales and operation of
non-ferrous metals, coal and other products, the import and export of self-operating and agent
commodities and technologies, warehousing agency, etc.);
• Shanxi Huaxing Alumina Co., Ltd. (“Shanxi Huaxing”) (mainly engaged in production and
sales of alumina products);
• Chalco International Trading Group Co., Ltd. (“Chalco International Trading Group”) (mainly
engaged in sales of non-ferrous metal products and others, import and export of commodities
and technologies, economic information consulting services, etc.);
• Shanxi Chinalco Resources Co., Ltd. (“Shanxi Zhongrun”) (mainly engaged in production and
sales of primary aluminum products);
• Guizhou Huaren New Material Co., Ltd. (“Guizhou Huaren”) (mainly engaged in production
and sales of primary aluminum products);
• Lanzhou Aluminum Co., Ltd. (“Lanzhou Aluminum”) (mainly engaged in production and
sales of primary aluminum products);
• Gansu Hualu Aluminum Co., Ltd. (“Gansu Hualu”) (mainly engaged in production and sales
of carbon products);
• Yunnan Aluminum Co., Ltd. (“Yunnan Aluminum”) (mainly engaged in production of alumina,
production, processing and sales of primary aluminum and aluminum products, and production
of carbon);
• Guangxi Hualei New Materials Co., Ltd. (“Guangxi Hualei”) (mainly engaged in primary
aluminum production, thermal power generation and aluminum processing);
• Heqing Yixin Aluminum Industry Co., Ltd. (“Yixin Aluminum”) (mainly engaged in production
and sales of primary aluminum, aluminum alloy and processed products).
The revenue of the Group for the year ended 31 December 2023 amounted to RMB225,071
million, representing a decrease of 22.65% as compared with the same period of last year.
Profit attributable to the owners of the parent for the year amounted to RMB6,717 million,
and profit per share attributable to the owners of the parent for the year amounted to
RMB0.391.
The following is the summary of the consolidated statements of profit or loss and other
comprehensive income for the year 2023 and year 2019 to year 2022:
Net profit for the year 12,583,781 10,843,470 11,316,877 2,244,683 827,077
Note: The Board of Directors of the Company proposed to distribute the final dividend for 2023 at RMB0.08 (tax
inclusive) per share to all shareholders. The aforesaid distribution of dividend plan is pending to submit at the
general meeting of the Company for approval.
The following is the summary of the consolidated total assets and total liabilities of the Group:
Total 102,762
Principal accounting information and financial indicators for 2023 and 2022 of the Group:
Increase/
(decrease)
for the year
2023 2022 2023 over 2022
RMB’000 RMB’000 (%)
(Restated)
Prepared in accordance
with the PRC
Accounting Standards
for Business
Enterprises 6,716,945 4,192,068 60,457,735 54,401,529
Prepared in accordance
with the International
Financial Reporting
Standards 6,716,945 4,192,068 60,457,735 54,401,529
Total
remuneration Whether
before tax receiving
received from emolument
the Company from related
Start date of End date of during the parties of the
Name Position Gender Age his/her tenure his/her tenure reporting period Company
(RMB’0000)
Total
remuneration Whether
before tax receiving
received from emolument
the Company from related
Start date of End date of during the parties of the
Name Position Gender Age his/her tenure his/her tenure reporting period Company
(RMB’0000)
Total / / / / / 862.53 /
Explanations:
1. “Total remuneration before tax received from the Company during the reporting period” in the above table
includes total remuneration, endowment insurance and housing provident fund (except for non-executive
directors and independent non-executive directors).
2. On 19 July 2023, Mr. Liu Jianping resigned from all positions as the chairman and executive director of the
Company and in each special committee under the Board.
3. Due to the statement of voluntary waiver of emolument for director issued from Mr. Chen Pengjun, a non-
executive director of the Company, since his appointment as a non-executive director of the Company,
Mr. Chen Pengjun has voluntarily waived his emolument for his position as a director of the Company.
Accordingly, Mr. Chen Pengjun did not receive remuneration from the Company during his tenure as a non-
executive director of the Company in 2023.
4. On 25 October 2023, Mr. Wu Maosen ceased to serve as a vice president of the Company, and retired in
December 2023 due to reaching the national statutory retirement age. The total remuneration listed in the
above table is the remuneration before tax he received from the Company for the period from January to
November 2023.
5. Mr. Xu Feng has served as a vice president of the Company since 21 March 2023, before which he was
already an employee of the Company; accordingly, the total remuneration listed in the above table is the
remuneration before tax he received from the Company in the whole year of 2023.
6. Mr. Liang Minghong has served as the general legal counsel and chief compliance officer of the Company
since 22 August 2023, before which he was already an employee of the Company; accordingly, the total
remuneration listed in the above table is the remuneration before tax he received from the Company in the
whole year of 2023.
7. On 6 February 2024, Ms. Shan Shulan resigned as a shareholder representative supervisor of the Company.
8. Mr. Yue Xuguang reached the national statutory retirement age in June 2023 and resigned as an employee
representative supervisor of the Company on 10 August 2023; therefore, the total remuneration listed in the
above table is the remuneration before tax he received from the Company from January to June 2023.
9. Ms. Wang Jinlin has served as an employee representative supervisor of the Company since 10 August 2023,
before which she was already an employee of the Company; accordingly, the total remuneration listed in the
above table is the remuneration before tax she received from the Company in the whole year of 2023.
Executive Directors
Mr. Dong Jianxiong, aged 56, is the chairman and an executive Director of the Company.
Mr. Dong also serves as a deputy general manager and a member of the Party Committee of
Aluminum Corporation of China (中國鋁業集團有限公司) (“Chinalco”). Mr. Dong graduated
from Xi’an University of Architecture and Technology (西安冶金建築學院), majoring in non-
ferrous metallurgy, and is a senior engineer with extensive experience in non-ferrous metal
metallurgy and corporate management, etc. Mr. Dong successively served as the deputy
chief engineer, assistant general manager, deputy general manager and secretary of the Party
Committee of Baotou Aluminum (Group) Co., Ltd.* (包頭鋁業(集團)有限責任公司) (“Baotou
Aluminum Group”); the secretary of the Party Committee and an executive director of China
Great Wall Aluminum Corporation Limited* (中國長城鋁業公司); the general manager of Henan
Branch of the Company; the chairman of Chalco Mining; and the chairman and secretary
of the Party Committee of Guangxi Huasheng. Currently, Mr. Dong also serves as the vice
president of the sixth session of the board of supervisors of China Mining Association (中國
礦業聯合會), the vice chairman of the third session of the Council of All-China Environment
Federation (中華環保聯合會), and the vice chairman of Chinese Alliance of Mineral Resources
and Material Application Innovation (中國礦產資源與材料應用創新聯盟).
Mr. Zhu Runzhou, aged 59, is an executive Director and president of the Company. Mr. Zhu
graduated from Wuhan University, majoring in software engineering, with a doctor’s degree
in management. He is a professor-level senior engineer. Mr. Zhu has extensive experience in
power generation, electrolytic aluminum and corporate operation and management, and has
successively served as the head of the inspection department, the deputy chief engineer and
the chairman of the labour union of Gansu Jingyuan Power Plant* (甘肅靖遠發電廠). He has
served as the deputy general manager of Jingyuan First Power Co., Ltd.* (靖遠第一發電公
司), the chairman of Baiyin Huadian Water Supply Co., Ltd.* (白銀華電供水有限公司), the head
of Guodian Guizhou Kaili Power Plant* (國電貴州凱裡發電廠), the director of the preparatory
office of the technical transformation program of Guodian in Duyun City, the deputy general
manager of Guodian Guizhou Branch, the deputy general manager of Guodian Yunnan Branch
and the general manager of Guodian Power Xuanwei Power Generation Co., Ltd.* (國電電力
宣威發電有限責任公司), the general manager of Guodian Guangxi Branch, the deputy general
manager of the energy management department of the Company and the deputy general
manager (department manager level) of Chalco Energy, a director, general manager and
chairman of Ningxia Energy, the general manager of Chalco Xinjiang Aluminum Power Co.,
Ltd.* (中鋁新疆鋁電有限公司), an executive Director, vice president and safety director of the
Company, and a director and president of Chinalco High-end Manufacturing Co., Ltd.* (中國鋁
業集團高端製造股份有限公司) (“Chinalco High-end Manufacturing”).
Mr. Ou Xiaowu, aged 59, is an executive Director and secretary of the Discipline Inspection
Committee of the Company. Mr. Ou graduated from Xiamen University (廈門大學) with a
bachelor’s degree in economics majoring in planning and statistics and is a senior auditor. Mr.
Ou has extensive experience in auditing and financial management. He successively served as
the deputy head and head of 2nd division and head of 1st division of the audit department in
China Nonferrous Metals Industry Corporation (中國有色金屬工業總公司), the deputy head of
the finance department and audit department of China Copper Lead Zinc Group Corporation
(中國銅鉛鋅集團公司), the deputy general manager of Guizhou Branch of the Company,
the deputy head and head of the finance department (audit department) and chief financial
officer of the copper business department (銅事業部) of Aluminum Corporation of China (中
國鋁業公司), a director and chief financial officer of China Copper Co., Ltd. (中國銅業有限公
司) (“China Copper”), the general manager of the finance department and audit department
of the Company, and a deputy chief auditor and general manager of the audit department
of Chinalco. Mr. Ou also served as a supervisor of China Copper, Chinalco High-end
Manufacturing, Chalco Energy, China Aluminum International Engineering Corporation Limited
(中鋁國際工程股份有限公司) and the Company. Currently, Mr. Ou serves as the chairman of
the supervisory committee of Qinghai Yellow River Hydropower Renewable Aluminum Co.,
Ltd. (青海黃河水電再生鋁有限公司).
Mr. Jiang Tao, aged 49, is an executive Director and the vice president of the Company. Mr.
Jiang graduated from Northeastern University (東北大學) with a doctor’s degree in engineering
majoring in non-ferrous metals metallurgy, and is an excellent senior engineer. Mr. Jiang
has extensive experience in corporate management and production skills. He successively
served as the deputy manager of the department of production and operation, deputy head
of Second Alumina Plant (第二氧化鋁廠), the deputy head and head of Alumina Plant (氧化
鋁廠), the assistant to the general manager and head of Second Alumina Plant (第二氧化鋁
廠) of Chalco Shandong Co., Ltd. (“Chalco Shandong”), the standing member of the Party
Committee of Shandong Aluminum Co., Ltd.* (山東鋁業有限公司) and deputy general manager
of Chalco Shandong, the deputy secretary of the Party Committee of Shandong Aluminum
Co., Ltd.* (山東鋁業有限公司) and a director and general manager of Chalco Shandong, the
secretary of the Party Committee and executive director of Chalco Zhongzhou Aluminum Co.,
Ltd. (“Zhongzhou Aluminum”), and the executive director of Henan Zhongzhou Aluminum
Plant Co., Ltd.* (河南中州鋁廠有限公司).
Non-executive Directors
Mr. Zhang Jilong, aged 60, is a non-executive Director of the Company. Mr. Zhang graduated
from Central South University (中南大學) with a doctor’s degree in engineering majoring in
mining engineering, and is an excellent senior engineer. Mr. Zhang has extensive experience
in scientific and technological research and development, and corporate management, etc.
He successively served as the deputy head of breakthrough and development division of
the science and technology development of China Nonferrous Metals Industry Corporation
(中國有色金屬工業總公司), the deputy head and head of science and technology division of
department of planning and development of the State Bureau of Nonferrous Metal Industry
(國家有色金屬工業局), the head of science and technology division of the department of
production skills of Aluminum Corporation of China (中國鋁業公司), the deputy general
manager of science and technology research and product development center and the
manager of comprehensive department of the Company, the deputy head and head of
science and technology department of Aluminum Corporation of China (中國鋁業公司) and
the deputy manager of science and technology research center and product development
center of the Company, the head of the department of science and technology management
of Aluminum Corporation of China (中國鋁業公司) and the deputy dean of Chinalco Research
Institute of Science and Technology (中鋁科學技術研究院), the general manager of science
and technology management division of the Company, the general manager, secretary of the
Party Committee and chairman of Xinan Aluminum (Group) Co., Ltd. (西南鋁業(集團)有限責任
公司), the general manager of aluminum processing department of Aluminum Corporation of
China (中國鋁業公司), the director of Chinalco Ruimin Co., Ltd. (中鋁瑞閩股份有限公司) and the
general manager of aluminum processing division of Chinalco.
Mr. Chen Pengjun, aged 53, is a non-executive Director of the Company. Mr. Chen holds a
Master of Business Administration (MBA) from Tsinghua University and is a senior economist
with extensive experience in equity management and investment financing. Mr. Chen
successively served as the senior deputy manager of the debt management department
and senior deputy manager of the first asset management department of China Huarong
Asset Management Co., Ltd. (中國華融資產管理股份有限公司) (“China Huarong”), the
senior manager of the first marketing department of China Huarong Beijing Branch, the
senior manager of the first restructuring office of China Huarong, the member of the Party
Committee and assistant to the general manager of China Huarong Xinjiang Branch, the
deputy general manager of business development department and deputy general manager
of international business department of China Huarong, the deputy secretary of the Party
Committee and general manager of Huarong International Trust Co., Ltd. (華融國際信託有限責
任公司), the deputy secretary of the Party Committee and general manager of China Huarong
Financial Leasing Co., Ltd. (華融金融租賃股份有限公司), the director of the listing office,
general manager of the international business department and general manager of the general
management department of China Huarong, and deputy secretary of the Party Committee and
general manager of Huarong Securities Co., Ltd. (華融證券股份有限公司), the secretary of the
Party Committee and chairman of Huarong Ruitong Equity Investment Management Co., Ltd.*
(華融瑞通股權投資管理有限公司) (“Huarong Ruitong”) and the general manager of the equity
business department of China Huarong. Mr. Chen currently serves as the general manager of
the first asset operation department of China CITIC Financial Asset Management Co., Ltd. (中
國中信金融資產管理股份有限公司) (“China CITIC Financial Asset”, formerly known as China
Huarong).
Mr. Qiu Guanzhou, aged 75, is an independent non-executive Director of the Company. Mr.
Qiu is an academician of Chinese Academy of Engineering, currently serving as a professor
and tutor of doctoral students in Central South University. Mr. Qiu graduated from Central
South University of Technology majoring in mineral processing engineering with a doctoral
degree and is a famous mineral engineer. Mr. Qiu previously served as the vice-principal of
Central South University of Technology (Central South University). Mr. Qiu has dedicated
himself to the research of processing and utilizing low-grade, complex and refractory metallic
mineral resources in China for a long time, and has obtained significant achievements in
flotation separation of fine and sulphide minerals and direct reduction of iron ore, especially
the outstanding contributions made in the aspect of biohydrometallurgy in low-grade
sulphide ore. He was awarded as a national science and technology expert with outstanding
contributions. Mr. Qiu has published many science papers and treatises, and obtained several
national technological inventions and scientific and technological advancement awards.
He served as the academic leader of the innovative research group under National Natural
Science Foundation of China in 2003. In 2004 and 2009, he consecutively served as the chief
scientist for biometallurgy project of the National 973 Project twice. He was the president of
the 19th International Biohydrometallurgy Symposium in 2011 and was elected as the vice
president of International Biohydrometallurgy Society. Currently, Mr. Qiu also serves as the
independent director of LB Group Co., Ltd. (龍佰集團股份有限公司), and the independent
director of Guangdong Hongda Holding Group Co., Ltd. (廣東宏大控股集團股份有限公司).
Mr. Yu Jinsong, aged 70, is an independent non-executive Director of the Company. Mr.
Yu is a doctor of law, a professor and tutor of doctoral students of Renmin University of
China, and the head of the Institute of International Law (academic part-time job). Mr. Yu
focuses on research in international economic law, particularly international investment law
and transnational corporation law. He has published dozens of academic papers in multiple
major academic journals and several academic works, and obtained multiple national and
provincial awards for achievements in teaching and research. Mr. Yu had successively served
as an arbitrator of China International Economic and Trade Arbitration Commission (中國國
際經濟貿易仲裁委員會), a mediator and arbitrator (2004–2016) of the International Centre for
Settlement of Investment Disputes of the World Bank (世界銀行解決投資爭端國際中心), a vice
chairman of the Chinese Society of International Law (中國國際法學會), a counselor of the
International Law Advisory Committee of Ministry of Foreign Affairs (外交部國際法諮詢委員會).
Ms. Chan Yuen Sau Kelly, aged 53, JP, is an independent non-executive Director of
the Company. Ms. Chan is currently the managing director of Peony Consulting Services
Limited, a company which is principally engaged in provision of business advisory services.
Ms. Chan is also an independent non-executive director of China Merchants Port Holdings
Company Limited, the H shares of which are listed on the Hong Kong Stock Exchange, an
independent non-executive director of Morimatsu International Holdings Company Limited,
the shares of which are listed on the Hong Kong Stock Exchange and an independent non-
executive director of Best Mart 360 Holdings Limited, the shares of which are listed on the
Hong Kong Stock Exchange. In October 2020, Ms. Chan was appointed as a Justice of the
Peace by the government of the Hong Kong Special Administrative Region in recognition of
her remarkable public services and contribution to the community. In March 2022, Ms. Chan
was awarded with Advocacy Award for the China region by the Association of Chartered
Certified Accountants (“ACCA”) in recognition of her relentless support for the accountancy
profession. Ms. Chan was the president of ACCA Hong Kong from 2008 to 2009 and was the
president of the Association of Women Accountants (Hong Kong) from 2020 to 2021. She is
currently the council member of the Association of Women Accountants (Hong Kong) and the
Vice Chairman of Shenzhen Hong Kong Macau Women Directors Alliance. Ms. Chan obtained
a Bachelor’s Degree in accountancy from the City Polytechnic of Hong Kong (currently known
as City University of Hong Kong) in 1992. She is a fellow member of the Hong Kong Institute
of Certified Public Accountants and ACCA and the Hong Kong Institute of Directors. She has
over 30 years of experience in financial and business management. Ms. Chan was previously
responsible for management at various multinational corporations. At LVMH Moet Hennessy
Louis Vuitton and Heineken Group, she served as the chief financial officer. Ms. Chan has
also served at branches of Deloitte Touche Tohmatsu in Hong Kong and the United States.
Ms. Chan is currently the Chairperson of the Employees’ Compensation Insurance Levies
Management Board. She also serves on the boards of the Air Transport Licensing Authority,
Hong Kong Repertory Theatre and United College Trustees of the Chinese University of Hong
Kong. Ms. Chan was previously a member of the Council of the Chinese University of Hong
Kong, Education Commission, Quality Education Fund Steering Committee, Harbourfront
Commission, Advisory Committee on Arts Development of Hong Kong, the board of the
Inland Revenue Department, the Independent Commission on Remuneration for Members
of the Executive Council and the Legislature, and Officials under the Political Appointment
System of Hong Kong, Hospital Governing Committee of the Buddhist Hospital, Hospital
Governing Committee of the Rehabaid Centre, the Kowloon Regional Advisory Committee of
the Hospital Authority, Occupational Safety and Health Council and the board of directors of
Ocean Park Hong Kong.
Supervisors
Mr. Ye Guohua, aged 55, is the chairman of the Supervisory Committee of the Company and
also serves as the chief accountant and a member of the Party Committee of Chinalco. Mr. Ye
graduated from Shanghai University of Finance and Economics, majoring in accounting, with
a bachelor degree in economics and is a senior accountant. Mr. Ye has extensive experience
in financial management and accounting. He has successively served as the director of
accounting department of the refinery of Shanghai Gaoqiao Petrochemical Company* (上海高
橋石油化工公司), the deputy chief accountant and head of accounting department of Sinopec
Shanghai Gaoqiao Branch* (中國石化股份公司上海高橋分公司), the chief financial officer,
executive director, a member of the Party Committee and the deputy general manager of
Sinopec Shanghai Petrochemical Company Limited* (上海石油化工股份有限公司), the director
of accounting department of China Petroleum & Chemical Group Corporation* (中國石油化
工集團公司), the chairman of Century Bright International Investment Company* (盛駿國際
投資有限公司), the chairman of Sinopec Insurance Limited* (中石化保險有限公司), the vice
chairman of Taiping & Sinopec Financial Leasing Co., Ltd.* (太平石化金融租賃有限責任公司),
a director of Sinopec Finance Co., Ltd.* (中石化財務有限責任公司), and a director of Sinopec
Oilfield Service Corporation* (中石化石油工程技術服務股份有限公司).
Ms. Lin Ni, aged 50, is a Supervisor of the Company and also serves as the general manager
of the audit department of Chinalco. Ms. Lin graduated from Shandong Economics University
with a bachelor degree in economics majoring in international accounting. She is a senior
auditor. Ms. Lin has extensive experience in the fields of auditing and accounting. She
has successively served as the head of the 2nd division and the 1st division of the audit
department of Aluminum Corporation of China* (中國鋁業公司), the deputy head of the
audit department of Aluminum Corporation of China* (中國鋁業公司), the deputy head of
the audit department of Chinalco, and the deputy general manager of the audit department
of Chinalco. Ms. Lin currently also serves as the chairman of the Supervisory Committee
of China Aluminum International Engineering Corporation Limited, and a supervisor of
Chinalco Materials Application Research Institute Co., Ltd. and Chinalco Asset Operation and
Management Co., Ltd* (中鋁資產經營管理有限公司) (“Chinalco Asset”).
Ms. Xu Shuxiang, aged 46, is a Supervisor of the Company and a senior business manager
of the operation optimization division of the production quality management department
of the Company. Ms. Xu graduated from Northeastern University with a master’s degree
in engineering majoring in non-ferrous metallurgy and has extensive experience in non-
ferrous metal smelting, energy conservation management, safety and environmental
protection management, etc. Ms. Xu has successively served as the business head of
the assets operation department of Aluminum Corporation of China* (中國鋁業公司), the
business head of the general division of the enterprise management department (safety
and environmental protection department) of Aluminum Corporation of China*, the business
head of the general division of the safety, environmental protection and health department
of Aluminum Corporation of China*, the business manager of the general division of the
safety, environmental protection and health department of the Company, the senior business
manager of the energy conservation management division of the safety, environmental
protection and health department of Aluminum Corporation of China*, the deputy manager
of the safety, environmental protection and health division of the enterprise management
department of the Company and the senior business manager of the general division of the
enterprise management department of the Company.
Ms. Wang Jinlin, aged 37, is a Supervisor of the Company and also serves as the
business manager of the management audit division of the audit department (Office of the
Supervisory Committee) of the Company. Ms. Wang graduated from Xi’an University of
Finance and Economics, majoring in statistics with a bachelor’s degree in economics. She
has successively served as the business supervisor of the Party and mass work department,
the business supervisor of the discipline inspection and supervision (audit) department, the
assistant supervisor (deputy section level) of the Party and mass work department (discipline
inspection and supervision department) and the assistant supervisor (deputy section level) of
the Party and mass administration department of Gansu Hualu, and the business manager of
the risk management division of the internal audit department of the Company.
Mr. Ge Xiaolei, aged 58, has served as the chief financial officer and secretary to the
Board of the Company (joint company secretary). Mr. Ge graduated from Nanjing University
majoring in economic management, and subsequently obtained a master’s degree in business
administration from the University of Texas in the United States. He is a senior economist.
Mr. Ge has extensive experience in financial management and corporate management. He
has successively served as the deputy head of the planning division and deputy head of the
finance division of Zhongzhou Aluminum Plant, the deputy chief accountant and manager of
the finance department of the Company’s Zhongzhou Branch, the chief financial officer of
Qinghai Yellow River Hydropower Renewable Aluminum Co., Ltd.* (青海黃河水電再生鋁有
限公司), the deputy general manager of Chinalco Finance Co., Ltd.* (中鋁財務有限責任公司)
(“Chinalco Finance”) and the director and general manager of Chinalco Finance Lease Co.,
Ltd.* (中鋁融資租賃有限公司) (“Chinalco Lease”), the general manager of Chinalco Finance
and a director of Chinalco Lease, a director of Agricultural Bank Huili Fund Management
Co., Ltd.* (農銀匯理基金管理有限公司), the secretary of the Party Committee and chairman
of Chinalco Capital Holdings Co., Ltd.* (中鋁資本控股有限公司) (“Chinalco Capital”), the
chairman of Chinalco Finance, and a director of Agricultural Bank Huili Fund Management
Co., Ltd.* (農銀匯理基金管理有限公司). Mr. Ge currently also serves as a director of Chalco
(Xiong’an) Mining Co., Ltd.* (中鋁(雄安)礦業有限責任公司) (“Chalco (Xiong’an) Mining”).
Mr. Xu Feng, aged 51, is a vice president of the Company. Mr. Xu graduated from Xi’an
Jiaotong University holding a master of engineering degree in project management and is a
senior engineer. Mr. Xu has extensive experience in the aluminum and the energy industries.
He has successively served as the director and deputy chief engineer of the engineering and
technical department of Maliantai Power Plant of Ningxia Power Group Co., Ltd. (寧夏發電集團
有限責任公司馬蓮台電廠), the executive director, general manager and deputy secretary of the
Party Committee of Ningxia Yingyi Power Equipment Inspection and Installation Co., Ltd. (寧夏
銀儀電力設備檢修安裝有限公司), the vice general manager of Ningxia Energy and chairman of
Ningxia Yinxing Energy Co., Ltd. (寧夏銀星能源股份有限公司), the general manager and deputy
secretary of the Party Committee of Shanxi Zhongrun, the executive director and secretary of
the Party Committee of Chinalco (Yunnan) Huajiang Aluminum Co., Ltd. (中鋁(雲南)華江鋁業
有限公司), a vice chairman and deputy secretary of the Party Committee of Yunnan Aluminum
and the chairman and secretary of the Party Committee of Yunnan Wenshan Aluminum Co.,
Ltd. (雲南文山鋁業有限公司) (“Wenshan Aluminum”), as well as an assistant to the president
of the Company. Currently, Mr. Xu also serves as the chairman of Chalco Steering Intelligence
Technology Co., Ltd. (中鋁視拓智能科技有限公司) and a director of Chalco (Xiong’an) Mining.
Mr. Liang Minghong, aged 54, is the general legal counsel and chief compliance officer of
the Company and also serves as the general manager of legal compliance department of the
Company. Mr. Liang graduated from the law department of Sichuan University and obtained
a master’s degree in laws from Southwest University of Political Science and Law, and is a
senior economist. Mr. Liang has over 30 years of extensive experience in legal affairs and has
successively served as a first-level legal adviser in the legal office, the director of the second
division of the legal department and the director of the first division of the domestic business
department of Aluminum Corporation of China (中國鋁業公司), and the deputy director of
the legal department of Chinalco. Mr. Liang is currently also the director and supervisor in a
number of subsidiaries of the Company, including Chalco Materials and Yunnan Aluminum.
Note 1: Since 6 February 2023, Mr. Chen Pengjun has served as the general manager of the first asset operation
department of China CITIC Financial Asset (formerly known as China Huarong), and ceased to serve as the
general manager of the equity business department; he ceased to serve as the chairman and secretary of
the Party Committee of Huarong Ruitong since 28 April 2023.
Note 2: Ms. Shan Shulan has ceased to serve as the general manager of the finance and property department of
Chinalco since 6 February 2024 due to work adjustment.
Date of Date of
Name Name of other entities Position(s) appointment termination
Date of Date of
Name Name of other entities Position(s) appointment termination
Shan Shulan (Note 8) Chinalco Capital Holdings Co., Director (resigned) 2021.12.13 2024.02.06
Ltd.*
Chinalco Finance Co., Ltd.* Director (resigned) 2021.12.13 2024.02.06
Chinalco Research Institute of Supervisor (resigned) 2018.11.19 2024.02.06
Science and Technology Co.,
Ltd.*
Lin Ni Chinalco Asset Supervisor 2017.11.03 –
China Aluminum International Chairman of the Supervisory 2024.01.29 –
Engineering Corporation Committee
Limited (Note 9)
Chinalco Materials Application Supervisor 2017.01.24 –
Research Institute Co., Ltd.
Note 1: Mr. Ye Guohua has ceased to serve as the chairman of Chinalco Innovative Development Investment
Company Limited* since 2 February 2023.
Note 2: Mr. Qiu Guanzhou has ceased to serve as the executive director and manager of Hunan Bio Lab
Technology Co., Ltd. since 16 May 2023.
Note 3: Ms. Chan Yuen Sau Kelly was appointed as an independent non-executive director of China Merchants
Port Holdings Company Limited (a company listed on the Hong Kong Stock Exchange (stock code: 00144))
on 21 March 2023; and an independent non-executive director of Best Mart 360 Holdings Limited (a
company listed on the Hong Kong Stock Exchange (stock code: 02360)) on 11 August 2023.
Note 4: Mr. Wu Maosen has ceased to serve as the chairman of Chalco (Shanghai) Carbon since 12 October 2023.
Note 5: Mr. Ge Xiaolei was appointed as a director of Chalco (Xiong’an) Mining on 26 December 2023.
Note 6: Mr. Xu Feng was appointed as a director of Chalco (Xiong’an) Mining on 26 December 2023.
Note 7: Mr. Liang Minghong was appointed as the director of Chinalco Overseas Development Co., Ltd. on 25
July 2023, and was appointed as the chairman of the supervisory committee of Yunnan Aluminum on 22
February 2024, before which Mr. Liang Minghong served as a supervisor of Yunnan Aluminum.
Note 8: Ms. Shan Shulan has ceased to serve as a director of Chinalco Capital and Chinalco Finance and a
supervisor of Chinalco Research Institute of Science and Technology Co., Ltd.* (“Chinalco Research
Institute”) since 6 February 2024.
Note 9: Ms. Lin Ni was appointed as the chairman of the supervisory committee of China Aluminum International
Engineering Corporation Limited on 29 January 2024, before which Ms. Lin Ni served as a supervisor of
China Aluminum International Engineering Corporation Limited.
Based on the prevailing market standards and the remuneration strategy of the Company,
the human resources department of the Company would formulate proposals for the
remuneration of the Company’s Directors, Supervisors and senior management and submit
the proposals to the Board for consideration upon approval by the Remuneration Committee
of the Board of the Company. Particularly, remuneration of the senior management will be
considered and approved by the Board of the Company whereas those of the Directors and
the Supervisors will be submitted to the shareholders’ general meeting for consideration and
approval upon being approved by the Board of the Company.
The Company determined its remuneration for the Directors, Supervisors and senior
management based on its development strategy, corporate culture and remuneration strategy,
taking into account the remuneration standards of corresponding positions in comparable
enterprises in the market (in terms of scale, industry and nature etc.), the Company’s annual
operating results, fulfilment of duties by the Directors and Supervisors as well as the appraisal
results for performance of senior management.
In 2023, the total pre-tax remunerations of the Directors, Supervisors and senior management
received from the Company amounted to approximately RMB8.63 million (including the
remuneration of the independent non-executive Directors).
Liu Jianping Chairman and Resigned On 19 July 2023, Mr. Liu Jianping resigned from all
Executive Director positions as the chairman and executive Director
of the Company and in each special committee
Dong Jianxiong Chairman and Elected under the Board due to work adjustment with
Executive Director immediate effect. In view of Mr. Liu Jianping’s
resignation, the Company convened the 13th
meeting of the eighth session of the Board on
19 July 2023, approving to nominate Mr. Dong
Jianxiong as a candidate for the executive
Director of the eighth session of the Board of
the Company and submitted it to the general
meeting of the Company for the purpose of
fulfilling the election procedures. The Company
elected Mr. Dong Jianxiong as an executive
Director of the eighth session of the Board of
the Company at 2023 first extraordinary general
meeting convened on 19 September 2023. On
the same day, the Company convened the 15th
meeting of the eighth session of the Board of
the Company, at which Mr. Dong Jianxiong was
elected as the chairman of the eighth session of
the Board of the Company.
Shan Shulan Supervisor Resigned Due to work adjustment, Ms. Shan Shulan submitted
a written resignation to the Supervisory Committee
of the Company on 6 February 2024, resigning
from her position as the shareholder representative
Supervisor of the Company with immediate effect.
Yue Xuguang Supervisor Resigned Due to reaching the national statutory retirement
age, Mr. Yue Xuguang resigned from his
Wang Jinlin Supervisor Elected position as the employee representative
Supervisor of the Company on 10 August 2023
with immediate effect. At the employees’
representatives meeting of the Company, Ms.
Wang Jinlin was elected as the employee
representative Supervisor of the eighth session
of the Supervisory Committee of the Company
on 10 August 2023.
Wu Maosen Vice President Dismissed Due to work needs, Mr. Wu Maosen proposed to
resign as the vice president of the Company. On
25 October 2023, the Company convened the
16th meeting of the eighth session of the Board,
approving to dismiss Mr. Wu Maosen from his
position as the vice president with immediate
effect.
Xu Feng Vice President Appointed Due to work needs, the Company approved to
appoint Mr. Xu Feng as the vice president of
the Company at the 10th meeting of the eighth
session of the Board convened on 21 March
2023 with immediate effect.
Liang Minghong General Legal Appointed Due to work needs, the Company approved to
Counsel and Chief appoint Mr. Liang Minghong as the general
Compliance Officer legal counsel and chief compliance officer at the
14th meeting of the eighth session of the Board
convened on 22 August 2023 with immediate
effect.
As at 31 December 2023, the Group had 64,504 employees. The structure of employees is as
follows:
Composition by Function
Category Headcounts
Total 64,504
By Education Background
Category Headcounts
Total 64,504
By gender
Category Headcounts
Male 54,346
Female 10,158
Total 64,504
The Company has been committed to the principle of employment equality between men
and women and prohibited gender-based discrimination. However, as the Company is mainly
engaged in non-ferrous metal manufacturing, many production posts in the Company are
labour intensive and are not suitable for female employees due to objective factors such as
physical fitness and working environment. In order to protect women’s employment rights,
the Company arranges as many jobs as possible for female employees and ensures that the
proportion of female employees is not less than 15%. As of the end of the reporting period,
the proportion of female employees in the total staff of the Company was 15.75%.
As of the end of the reporting period, there was one female member of the Board and all
of the senior management were male. The Company will adhere to the principle of gender
diversity at all employee levels and will appropriately consider increasing the proportion of
female members in future elections, hirings and promotions.
On 19 October 2023, the Company received a written notice from its controlling shareholder,
Chinalco, that based on its confidence in the future development prospects of the Company
and recognition of the Company’s long-term investment value, Chinalco planned to increase
its shareholding of the Company’s A shares via the trading system of the SSE within the
next six months, with an amount of no less than RMB250 million and no more than RMB500
million. On the same day, the Company released the Announcement of Aluminum Corporation
of China Limited* on the Controlling Shareholder’s Plan to Increase Its Shareholding in the
Company. As of 31 December 2023, Chinalco increased its shareholding of the Company’s
A shares by 67,118,391 shares in total, representing approximately 0.39% of the then
total share capital of the Company and approximately 0.51% of the then A shares. On 29
January 2024, the Company released the Announcement of Aluminum Corporation of China
Limited* on the Implementation Results of Controlling Shareholder’s Plan to Increase Its
Shareholding in the Company. As of 26 January 2024, Chinalco increased its shareholding of
the Company’s A shares by a total of 88,827,946 shares, accounting for approximately 0.52%
of the Company’s existing total share capital and approximately 0.67% of the Company’s
existing A shares, and the cumulative amount of such increase in shareholding was
approximately RMB499.8 million, and as a result of which the implementation of Chinalco’s
plan on increase in shareholding was completed. Upon completion of the plan on increase in
shareholding, Chinalco directly held 5,139,204,916 A shares of the Company, representing
approximately 29.95% of the Company’s total existing issued share capital, and together
with its subsidiaries, held an aggregate of 5,563,312,965 shares of the Company (comprising
5,384,722,965 A shares and 178,590,000 H shares), representing approximately 32.42% of
the total existing issued share capital of the Company.
As at 31 December 2023, the share capital structure of the Company was as follows:
Percentage to
Number total issued
of shares share capital
(In million) (%)
As at the date of this annual report, the share capital structure of the Company was as
follows:
Percentage to
Number total issued
of shares share capital
(In million) (%)
According to the publicly available information and to the best knowledge of the Company’s
Directors, as of the date of this annual report, the share capital structure of the Company
can maintain a sufficient public float and is in compliance with the requirement of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong
Kong Listing Rules”).
Pursuant to the authorization of the 2022 first extraordinary general meeting, the
2022 first class meeting for A shareholders and the 2022 first class meeting for H
shareholders of the Company held on 26 April 2022, on 24 October and 25 October
2023, the eighth meeting of the eighth session of the Supervisory Committee and
the sixteenth meeting of the eighth session of the Board of the Company were held,
respectively, at which the Resolution on Adjustment to the Repurchase Price of
Restricted Shares under the 2021 Restricted Share Incentive Scheme of the Company
and the Resolution on the Repurchase and Cancellation of Partial Restricted Shares
Granted but Not Yet Unlocked to Participants were considered and passed to approve
the adjustment to the repurchase price of the Restricted Shares. After the adjustment,
the repurchase price of the Restricted Shares under the First Grant was RMB3.01 per
share and the repurchase price of Restricted Shares under the reserved grant was
RMB2.17 per share, and to approve the repurchase and cancellation of all or part of
the 3,210,323 Restricted Shares of 43 participants that have been granted but not yet
unlocked.
Please refer to the Company’s announcements dated 25 October 2023 and 23 January
2024 for details of the above matter.
The cancellation procedures for 3,210,323 Restricted Shares repurchased and cancelled
under the 2021 Restricted Share Incentive Scheme were completed on 26 January
2024, and CSDC Shanghai Branch issued the Securities Transfer Registration Certificate
to the Company on 29 January 2024.
In 2022, the Company implemented the Restricted Share Incentive Scheme, which
granted Restricted Shares to the Participants at RMB3.08 per share and RMB2.21 per
share on 25 May 2022 and 24 November 2022 respectively as the first grant date and
reserved grant date, and issued 138,918,600 A shares to 1,206 Participants.
The aforesaid Restricted Shares of the first grant and the reserved grant under the
Restricted Share Incentive Scheme shall be unlocked in three tranches on the first
trading day following the end of 24-month period, 36-month period and 48-month period
from the grant registration date, and the proportion of unlocking in each tranche shall
be 40%, 30% and 30%, respectively. The actual number of Restricted Shares that can
be unlocked shall be linked to the performance evaluation results of the corresponding
year.
Save the additional issuance of A shares above, the Company had no new share issuance
in the past three years.
During the reporting period, the total number of shares and the shareholding structure
of the Company remained unchanged. On 26 January 2024, the Company completed
the repurchase and cancellation of 3,210,323 Restricted Shares, after which the total
number of shares and changes in the shareholding structure of the Company are as
follows:
So far as the Directors are aware, as of 31 December 2023, the following persons (other
than the Directors, Supervisors and chief executive of the Company) had interests or short
positions in the shares or underlying shares of the Company which would fall to be disclosed
under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance
of Hong Kong, or which were recorded in the register required to be kept by the Company
pursuant to Section 336 of the Securities and Futures Ordinance of Hong Kong, or as
otherwise notified to the Company and the Hong Kong Stock Exchange.
Percentage in the
relevant class Percentage in
of issued share total issued share
Name of substantial shareholder Class of Number capital as of capital as of
(full name) shares of shares held Capacity 31 December 2023 31 December 2023
(shares)
Aluminum Corporation of China A shares 5,363,013,410(L) Note 1 Beneficial owner and interests 40.57%(L) 31.25%(L)
of controlled corporation
H shares 178,590,000(L) Note 1 Interests of controlled 4.53%(L) 1.04%(L)
corporation
Citigroup Inc. H shares 197,461,504(L) Note 2 Interests of controlled 5.00%(L) 1.15%(L)
corporation/approved
lending agent
9,308,555(S) Note 2 Interests of controlled 0.23%(S) 0.05%(S)
corporation
188,644,960(P) Note 2 Approved lending agent 4.78%(P) 1.10%(P)
The letter (L) denotes a long position, the letter (S) denotes a short position and the letter
(P) denotes a lending pool. The information of H shareholders is based on the disclosure of
interests system of the Hong Kong Stock Exchange.
Note 1: These interests included 5,117,495,361 A shares directly held by Chinalco, and an aggregate interest
of 245,518,049 A shares and 178,590,000 H shares held by various controlled subsidiaries of Chinalco,
comprising 238,377,795 A shares held by Baotou Aluminum Group, 7,140,254 A shares held by Chinalco
Asset and 178,590,000 H shares held by Aluminum Corporation of China Overseas Holdings Limited* (中
鋁海外控股有限公司) (“Chinalco Overseas Holdings”).
Note 2: These interests were held directly by various corporations controlled by Citigroup, Inc. Among the
aggregate interests in the long position in H shares, 5,764,000 H shares were held as derivatives. Among
the aggregate interests in the short position in H shares, 3,380,699 H shares were held as derivatives.
Save as disclosed above and so far as the Directors are aware, as of 31 December 2023, no
other person (other than the Directors, Supervisors and chief executive of the Company) had
any interest or short position in the shares or underlying shares of the Company (as the case
may be) which would fall to be disclosed to the Company and the Hong Kong Stock Exchange
under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance
of Hong Kong and as recorded in the register required to be kept under Section 336 of the
Securities and Futures Ordinance of Hong Kong, or was otherwise a substantial shareholder
of the Company.
5. NUMBER OF SHAREHOLDERS
Number of shares
held as at the end
of the reporting Percentage of
Name of shareholder (full name) period Class of shares shareholding
(shares) (%)
Number of shares
held as at the end
of the reporting Percentage of
Name of shareholder (full name) period Class of shares shareholding
(shares) (%)
Note 1: The number of shares held by Chinalco doesn’t include the A shares of the Company indirectly held by it
through its subsidiaries Baotou Aluminum Group and Chinalco Asset and the H shares of the Company
indirectly held by it through its subsidiary Chinalco Overseas Holdings. As of 31 December 2023, Chinalco
together with its subsidiaries held an aggregate of 5,541,603,410 shares, among which 5,363,013,410
shares were A shares and 178,590,000 shares were H shares, accounting for approximately 32.29% of
the total issued share capital of the Company as at 31 December 2023.
Note 2: The 3,934,734,859 H shares of the Company held by Hong Kong Securities Clearing Company Limited
include 178,590,000 H shares it holds on behalf of Chinalco Overseas Holdings, a subsidiary of Chinalco.
Scope of business: Permitted items: mineral resources exploration; geological exploration for
metallic and non-metallic mineral resources; import and export of goods
under national trading management; export supervision of warehouse
operations; construction engineering survey; construction engineering
design; construction engineering carry out; electrical installation
services. General items: common non-ferrous metal smelting; corporate
headquarters management; holding company services; investment
activities with its own funds; asset management services for investment
with its own funds; geological exploration and technical services; mineral
processing; mineral washing and processing; sales of metal ore; non-
ferrous metal casting; non-ferrous metal rolling processing; forgings
and powder metallurgy products manufacturing; non-ferrous metal alloy
manufacturing; metal surface treatment and heat treatment processing;
sales of non-ferrous metal alloys; sales of high-quality non-ferrous
metals and alloy materials; sales of new metal functional materials;
technical services, development, consultation, exchange, transfer and
promotion; research and development of new material technologies;
import and export agency; trade brokerage; domestic trade agency;
offshore trade operations; project management services; earthwork
construction; specialized equipment manufacturing for geotechnical
survey; machinery manufacturing for construction; specialized equipment
manufacturing for metallurgy; engineering and technology research and
experimental development; general equipment manufacturing (excluding
special equipment manufacturing); special equipment manufacturing
for environmental protection; mining machinery manufacturing; metal
processing machinery manufacturing; special equipment manufacturing
(excluding licensed professional equipment manufacturing); metal
structure manufacturing; general machinery and equipment installation
services; engineering and technical services (except for planning and
management, survey, design and supervision);technology import and
export; new material technology promotion services; engineering cost
consulting business; external contracting; industrial design services;
graphite and carbon products manufacturing; sales of graphite and carbon
products.
100%
32.29%
Note: The controlling shareholder of the Company is Chinalco, and the actual controller of the Company is the
State-owned Assets Supervision and Administration Commission of the State Council. As of 31 December
2023, Chinalco directly held approximately 29.82% equity interest in the Company and held a total of
approximately 32.29% equity interest in the Company together with its subsidiaries.
I hereby present the annual report of the Group for the financial year ended 31 December 2023 for
shareholders’ review. On behalf of the Board and all employees of the Company, I would like to
express our sincere gratitude to all shareholders for your care and support for the Company.
In 2023, commodities were under pressure due to the slowdown in global economic growth
expectations and the stance of major central banks adopting longer and more restrictive monetary
policies. Meanwhile, the crisis in the banking sector in the United States and Europe, along with the
resulting financial market turbulence, intensified market concerns about the trend of commodities.
Global aluminum prices exhibited a wide range of fluctuations in 2023, with reduced macro-level
impacts on pricing and a dominant role played by fundamental factors. The global aluminum industry
has experienced fluctuations in mining supply, demand, price, inventory, etc.
Bauxite Market
In 2023, China’s bauxite output was approximately 85 million tons, and due to the decrease in the
supply of bauxite resulting from the factors including mine site rehabilitation, safety inspection and
open bit mine rectification, as well as the rise in the mining cost, the domestic bauxite price was
generally on the rise in 2023 compared with that in 2022.
In terms of imported ores, as driven by the demand, the amount of bauxite imported by China
continued to grow strongly, with the total imported bauxite amounting to 141.65 million tons in
2023, representing an increase of 12.7% year on year, another record high. Our nation’s reliance on
foreign countries in terms of bauxite further increased, mainly Guinea and Australia, among which,
the import from Guinea accounted for 70.1% of the total import, representing an increase of 40.9%
year on year.
Alumina Market
In the international market, in the first quarter of 2023, the global alumina price rose and reached
a high level for the year as driven by the reduction in output of alumina in Australia. However,
from the second quarter, the price of alumina gradually declined and remained low until the fourth
quarter due to insufficient liquidity in the spot market in the Pacific region and weak confidence in
the downstream market, etc. In 2023, the international spot market price of alumina (Australian FOB
spot price) was USD371 per tonne at the highest, USD325 per tonne at the lowest, and USD343
per tonne at average, representing a decrease of 5.2% year on year.
In the domestic market, the price of domestic alumina showed an overall trend in a “V” shape. In
the first quarter, the implementation of power restrictions in Yunnan and the expected supply ease
resulting from the pre-release of newly added production capacity in North China resulted in a lack
of enthusiasm from aluminum smelters to purchase spot alumina, leading to a slight downward
trend in prices. In the second quarter, as the domestic alumina market shifted from a shortage to
an oversupply gradually, prices showed a slow downward trend, reaching their lowest point of the
year in June. Starting from July, with the resumption of electrolytic aluminum in Yunnan combined
with the listing of alumina futures, the domestic alumina prices began to bottom out, and in the
fourth quarter, influenced by factors such as production constraints of alumina enterprises in some
regions, winter environmental policies in the Beijing-Tianjin-Hebei region, and restrictions on bauxite
exports from Guinea, the price of alumina continued with the upward trend and reached the highest
point of the year in December. In 2023, the highest spot price of alumina in China was RMB3,122
per tonne, the lowest price was RMB2,807 per tonne, and the annual average price was RMB2,919
per tonne, representing a decrease of 0.9% year on year.
3,000 360
2,950
350
2,900
340
2,850
330
2,800
2,750 320
2,700 310
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
According to the statistics, the global output and consumption of alumina for 2023 were
approximately 139.09 million tonnes and approximately 139.47 million tonnes, respectively,
representing a year-on-year increase of 1.8% and 2.0%, respectively; the domestic output and
consumption of alumina were approximately 82.27 million tonnes and approximately 83.17 million
tonnes, respectively, representing a year-on-year increase of 3.1% and 2.8%, respectively,
accounting for 59.1% and 59.6% of global output and consumption, respectively. As of the end of
December 2023, the alumina capacity utilization rate in the world was 75.8%, while that of the PRC
was approximately 79.6%.
In the international market, with the full relaxation of control measures in China and market
expectations of a slowdown in interest rate hikes by the Federal Reserve, the price of three-month
aluminum futures at LME rose was pulled up, reaching a high for the year in January. Since the
beginning of February, influenced by multiple factors such as upward movement of the US dollar
index, banking sector turmoil and weak global demand, the price of the international aluminum
fluctuated with downward trend and dropped to the year’s low in August, and have been maintained
at a low level since then. In 2023, the average price of three-month aluminum futures and spot
aluminum at LME were USD2,288 per tonne and USD2,254 per tonne, respectively, representing a
decrease of 15.7% and 16.6% over that of 2022, respectively.
In the domestic market, the price of electrolytic aluminum remained generally stable but with a
significant downward shift of average price in 2023. In the first quarter, the price of electrolytic
aluminum continued to rise as driven by the expected improving economic recovery and production
restrictions in certain regions. In the second quarter, with another wave of pessimistic mood in the
market caused by the weak recovery of domestic and global economy, together with weak domestic
aluminum consumption, the price of electrolytic aluminum experienced a downturn and reached
the bottom in the year. In the third quarter, the domestic aluminum prices began to experience
upward fluctuations due to policy factors in industries such as real estate and new energy vehicles.
However, due to the lackluster performance of aluminum consumption, the increase in aluminum
prices was limited, with an overall range-bound trend. In the fourth quarter, aluminum prices
fluctuated and weakened due to an increase in supply and weakening consumption at the macro
level until the end of the year when the aluminum prices rebound and surged resulting from another
massive reduction in output in Yunnan and the impact of supply from foreign countries. In 2023,
the average prices of three-month aluminum futures and current month aluminum at SHFE were
RMB18,473 per tonne and RMB18,698 per tonne, representing a decrease of 6.9% and 6.3% over
that of 2022, respectively.
According to the statistics, the global output and consumption of primary aluminum for 2023
were approximately 70.68 million tonnes and approximately 70.27 million tonnes, respectively,
representing a year-on-year increase of 2.2% and 1.0%, respectively; the domestic output and
consumption of primary aluminum were approximately 41.66 million tonnes and approximately
42.80 million tonnes, respectively, representing a year-on-year increase of 3.0% and 4.1%,
respectively, accounting for approximately 58.9% and 60.9% of global output and consumption,
respectively. As at the end of December 2023, the capacity utilization rate of primary aluminum
enterprises in the world was approximately 90.3%, while that of primary aluminum enterprises in
the PRC was approximately 94.6%, representing a year-on-year increase of 3.2%.
BUSINESS REVIEW
In 2023, commodities were under severe pressure due to the expected decline in global economic
growth and tightening of monetary policies by major central banks. The impact on pricing at the
macro level was weakened, and the fundamentals took the lead. Aluminum prices overall showed
a wide range of fluctuations, with the aluminum industry experiencing disturbances in the areas of
mine supply, demand, prices and inventories. In the face of the challenges of the industry’s weak
cycle, the Company formulated various objective strategies and quickly entered into a “war-like
state” and made extreme efforts to implement the response plan, and the production and operation
continued to improve.
In 2023, the Company’s main products achieved stable and high-quality production, with a
total annual production of 30.42 million tons of bauxite, 16.67 million tons of metallurgical-
grade alumina, and 6.79 million tons of primary aluminum (including alloy). The annual
commercial coal production was 13.05 million tons, representing a year-on-year increase
of 21.51%, the highest in history. The Company’s profitability grew steadily, with annual
operating revenue of RMB225,071 million, net profit of RMB12,584 million and operating
net cash flow of RMB26,859 million; as of the end of 2023, the Company’s gearing ratio
was 53.30%, representing a decrease of 5.37 percentage points as compared with the
beginning of the year. The Company has solidly carried out actions to improve the quality
of listed company and established a good image in the capital market. It has maintained the
highest rating of Fitch’s non-ferrous industry for five consecutive years, has obtained level-A
information disclosure rating from the SSE for five consecutive years, and has been listed
in the “ESG • Pioneer 50 Index for Central Enterprises” for three consecutive years. The
Company won the first “Guoxin Cup – ESG Golden Bull Award for Top 50 Central Enterprise”.
In 2023, the Company focused on strengthening production planning and process control,
and made every effort to enhance effective capacity utilization, achieving budget targets in
all respects; the Company continued to deepen total factor benchmarking, improve the level
of profession benchmarking and process benchmarking, with its total energy consumption
of alumina, comprehensive AC power consumption of liquid aluminum and coal consumption
of power generating units for electricity supply all achieving the best level in its history,
achieving an obvious effect in consumption and cost reduction. The Company deepened its
quality improvement actions, with the quality of its various products remaining as industry-
leading, and Yunnan Aluminum, Baotou Aluminum, Chalco Shandong won the ministerial and
provincial-level quality awards, the 660MW unit of Yinxing Power Plant and 350MW unit of
Guangxi Hualei was awarded the AAA grade in a power industry competition; the Company
adhered to the concept of creating efficiency through management, proactively responded to
the significant fluctuations in the market, and sticked to scientific inventory reduction, quick-
in, quick-out and high-frequency procurement. Bulk material procurement price consistently
outperformed the market and the centralized procurement rate reached more than 90%,
achieving a significant effect in reduction of procurement cost.
The Company endeavored to strengthen resource guarantee capacity and carried out special
actions to acquire bauxite resources, with 21 million tons of bauxite resources newly added
in 2023; meanwhile, the Company expanded its bauxite supply channels, with a year-on-year
increase in its international trade; in addition, Ningxia Energy newly acquired 271 million tons
of coal resources. The Company accelerated the upgrading and adjustment in its industrial
structure and actively promoted a number of key projects such as the 2 million-tons alumina
project of Guangxi Huasheng Phase II, the 420,000-ton light alloy material project in Inner
Mongolia Huayun, the 500,000-ton electrolytic aluminum project of Qinghai Branch and the
Baotou Aluminum 1,200MW source-grid-load-storage project in Darhan-Muminggan Joint
County. The Ningdong 250MW photovoltaic system was fully connected to the grid, and
the new distributed photovoltaic system of the Company’s affiliated enterprises amounted
to 303MW. The Company made breakthroughs in respect of high-purity alumina and “small
metal” industry, and its gallium metal production capacity has ranked first in the world.
In 2023, the Company spared no effort to improve red mud recycle management and
actively broadened the application of red mud, with the comprehensive utilization volume
exceeding 4 million tons and the utilization rate maintaining the leading level in the industry.
Shanxi New Material, Wenshan Aluminum and Yunlv Runxin built three demonstration
lines for the disposal of “three wastes” (industrial wastewater, waste gases and residues)
from electrolysis, with annual disposal capacity ranking among the top in the industry.
The Company increased the recycling of waste aluminium, and its consumption of waste
aluminium for the year increased by 49% year on year; it implemented energy saving and
emission reduction new technology transformation projects, its chemical oxygen demand
and ammonia and nitrogen emissions decreased by 50% and 57% year on year respectively.
The Company promoted mine reclamation and re-greening in a high-quality manner, and
completed mine reclamation of 7,990 mu in 2023, with a mine reclamation rate of 100%. It
created green benchmarks, three provincial-level green mines including Guangxi Jiaomei,
Guohua and Yinxing Coal in Guangxi were newly built, and seven of the Company’s affiliated
enterprises including Shanxi New Material and Guangxi Hualei were rated as national-level
“green factories”; six products of Chalco Shandong and Zhongzhou Aluminum were appraised
as “green design products”, and Qinghai Branch, Yunnan Aluminum and Zunyi Aluminum
were certified as “clean energy-aluminium (綠電鋁)”, thus accelerating the realization of the
value of clean energy-aluminium. Baotou Aluminum became the first thermal power aluminum
enterprise in the world to obtain the Aluminum Stewardship Initiative (ASI) certification, and
the Company’s carbon emissions for the year decreased by 1.25 million tons year on year.
In 2023, the Company set up four technological innovation platforms and established 21
scientific and technological innovation teams, to promote the healthy development of the
industry chain in all respects while strengthening its own technological R&D capabilities.
Meanwhile, the Company actively integrated itself into national innovation system, three new
national-level R&D platforms including the “Green and Low Carbon Public Service Platform for
Non-ferrous Metals Industry” and five provincial and ministerial-level R&D platforms including
the “Yunnan Green Aluminum-based New Materials Innovation Consortium” were added.
In 2023, the Company carried out more than 60 key technological researches in cutting-
edge technologies for green aluminium production, energy-saving and carbon reduction
technologies used in the aluminium smelting production process, and technologies for the
recycling of three wastes in aluminium electrolysis. The Company had 10 technologies which
were rated as international leading, and 12 technologies which were rated as international
advanced. In 2023, the Company obtained 485 patent granting, representing a year-on-year
increase of 36%, a number of its subsidiaries were awarded the title of National Intellectual
Property Demonstration Enterprise and Advantageous Enterprise, and won 1 China Patent
Award of Excellence, and 5 provincial and ministerial-level scientific and technological
achievement awards. Meanwhile, the implementation of digital intelligence factory was
accelerated, Guangxi Huasheng and Wenshan Aluminum have been selected into the list
of 2023 intelligent manufacturing demonstration factories by the Ministry of Industry and
Information Technology, being the two companies only in the industry on the list. Baotou
Aluminum realized fully automatic intelligent management of its coal mining and processing.
The Company’s first automatic electrolyte sampling equipment was put into use in Zunyi
Aluminum, and Chalco Materials completed the construction of the Group’s industrial Internet
platform “Green Star Chain (綠星鏈通)”, to promote the digitalization transformation of
supplier platform and realize intelligent procurement.
The Company deepened its reform and optimization, consolidated the results of the three-
year action to deepen the reform of state-owned enterprises, laid emphasis on strengthening
its core functions and improving its core competitive strength, and fully launched the
implementation of the action to deepen and enhance reforms. A number of reform programs
and specific measures were implemented at different levels. The Company comprehensively
implemented the re-optimization of reform, repositioned and enhanced the core functions
of the operating platform, optimized the logistics business, launched sales reform, and its
synergistic ability of “collection and procurement, unified sales and transportation” further
enhanced. At the same time, the Company continued to improve its internal governance
capacity, optimized the rights and responsibilities boundary of the governing entity, revised
and perfected various decision-making systems and working rules, and comprehensively
pushed forward the “establishment, modification and abolition” of the system, to establish
an institutional system with clear responsibilities, standard hierarchy and clear logic. It
optimized the organization structuring of the headquarter, strengthened the scientific and
technological innovation, advanced manufacturing and management innovation, and further
improved the management functions. The Company continued to deepen the reform of the
three systems, and achieved full coverage of contractual management of the tenure system
for the management. It expanded the application of market-oriented talent selection and
employment, optimized human resource allocation, and the productivity of all employees
increased by 6.3% year on year. It continued to optimize the emolument distribution system
and the per capita income of employees increased by 5% year on year. The Company also
established a special total wage reward mechanism to support itself to introduce highly-
competent talents.
In 2023, the Company thoroughly implemented and learnt the spirit of the 20th National
Congress of the CPC, carried out the theme education on learning and implementing Xi
Jinping Thought on Socialism with Chinese Characteristics for a New Era, and effectively
transformed the results of learning and rectification of problems into the actual results and
effectiveness of the Company’s high-quality development. The Party committee of the
Company fully played its role in “setting the direction, managing the overall situation and
promoting the implementation” by strengthening the tracking of major issues of production
and operation as well as reform and development in the whole process. At the same time,
the Company actively fulfilled its social responsibility, and rushed to Gansu, Qinghai, Yunnan
and other places right the first time to help do rescue and relief, and through the rural
revitalisation, targeted poverty alleviation, public welfare donations, and other ways to show
the responsibility of the central enterprises to bear.
DIVIDENDS
The Company considered and approved the Resolution in relation to the Profit Distribution Proposal
for 2023 of the Company at the 20th meeting of the eighth session of the Board of the Company
held on 27 March 2024, and the Board of the Company proposed to distribute the final dividend for
2023 at RMB0.08 (tax inclusive) per share to all shareholders. Based on the Company’s current total
issued share capital of 17,158,381,228 shares, the total dividend of the Company for 2023 amounts
to approximately RMB1,373 million (tax inclusive).
The aforesaid distribution of dividend plan is subject to the approval of the 2023 annual general
meeting of the Company. If approved, the Company will issue a separate announcement on
the implementation of the dividend distribution and determine the record date for the dividend
distribution. If there is any change in the total share capital of the Company before the record date
for the implementation of the profit distribution, the Company will maintain the total amount of
dividend distribution unchanged and adjust the distribution amount per share accordingly, and will
announce the details of the adjustment separately.
RESULTS
For the year ended 31 December 2023, the Group recorded an operating revenue of RMB225.071
billion, representing a year-on-year decrease of RMB65.917 billion or 22.65% as compared to that in
2022. Profit attributable to the owners of the parent company was RMB6.717 billion. Earnings per
share attributable to the owners of the parent company was RMB0.391.
In 2024, against the backdrop of the sluggish global economic growth which is expected to continue
and the further expanding geopolitical risks, the trend of commodity prices is of relatively great
uncertainty, and the domestic market still faces problems such as insufficient effective demand and
weak expectations. At present, the Company is in the breakthrough stage to achieve high-quality
development. In the face of risks and challenges, the Company will enhance its bottom-line thinking
and awareness of unexpected development, take high-quality development as its top priority in the
new era, deepen reform and innovation, accelerate the foundation consolidation and transformation,
continuously enhance its core functions, and improve its core competitiveness, striving to create a
new situation of high-quality development with stronger commitment, greater ambitiousness and
better results.
The Company will strengthen budget management and deepen cost reduction and
efficiency improvement. It will adhere to stable, full and high-quality production, and
continue to improve the capacity utilization rate; strengthen production management,
promote professional benchmarking and process benchmarking, and complete the three-
year cost reduction 2.0 target; comprehensively promote the “Three Transformations and
One Improvement” management model, and enhance production and operational control.
The Company will adhere to focusing on the main business, strengthening the business
and refining the specialty to enhance the core function of serving the enterprise in cost
reduction, and improve the ability of three platforms, including material, international trade
and logistics, to accurately grasp the market and achieve cost savings. Through scientific and
technological innovation and breakthroughs, the Company will further achieve energy saving
and consumption reduction, continuously improve product quality and energy efficiency, and
support the cost optimization strategy.
By actively implementing the principle of “complementing each other’s resources near and
far, sharing resources between land and sea, integrating internal and external resources,
and buying low and competing for high (遠近互補、海陸共濟、內外結合、買低爭高)”, the
Company will further secure domestic resource, strengthen the exploration and development
of its mineral properties, increase its resource reserves, and strive to enhance its resource
protection capability and resource utilization efficiency; steadily push forward the acquisition
of resources from overseas mining projects, strive to promote relevant cooperation, keep a
close eye on the development of resources in neighboring countries, and strive to acquire
overseas high-quality resources through mergers and acquisitions and industrial layout;
broaden the pipeline of bauxite trade and supply, coordinate two markets and two types of
resources, and adopt various methods such as “equity + trade” to develop overseas bauxite
trade sources through multiple channels, continuously improving global resource allocation
capabilities.
B y f o c u s i n g o n g r e e n, l o w-c a r b o n a n d l o w-c o s t, t h e C o m p a n y w i l l a c c e l e r a t e t h e
transformation of strong foundation of its main businesses, enhance the level of advanced
industrial foundation and modernization of industrial chain, and use incremental development
to drive the reform, revitalization, transformation and upgrading of its inventories. The
Company will accelerate the transformation and upgrading of traditional industries, consolidate
and expand the “coastal and overseas” strategy, and actively speed up the implementation
of overseas alumina projects; accelerate the integrated development of electrolytic aluminum
and new energy, further increasing the proportion of aluminum produced from new energy.
The Company will vigorously cultivate new industries and new tracks, make breakthroughs in
the four areas of high purity materials, small metals, fine alumina and alloying. It will expand
the scale of the green industry, improve the utilization level of solid waste resources, and
enhance the capacity for aluminum scrap recycling. The Company will strengthen the digital
intelligence empowerment of production and operation, promote the construction of a new
batch of intelligent factories, enhance the digital intelligence of management practices, and
accelerate the construction of the “Green Star Chain (綠星鏈通)” network procurement and
trading platform to enhance the modernization of supply chain management. The Company
will prioritize the project construction management with detailed control standards and
mechanisms in place, and fully implement the owner’s responsibility system to ensure high-
quality completion of projects and timely achievement of production, standards, and efficiency
targets.
With scientific and technological innovation as the primary task, the Company will create a
curator of original technologies for the aluminum industry, and continuously enhance its ability
to lead and support science and technology. The Company will focus on enhancing the overall
effectiveness of the innovation system, establish an integrated and mutually-supporting
innovation planning system that encompasses technology, products and specialized projects;
continue to optimize the entire process management of technological innovation to ensure
the achievement of major breakthroughs; transform the “four platforms” into the core engine
of new productive forces by expanding and strengthening professional research institutes,
establishing and improving specialized technical centers, and actively building collaborative
innovation platforms and application technology platforms. The Company will accelerate the
tackling of key technologies, continuously enhance the capacity for sustained technological
innovation, and improve the competitiveness of core industries. The Company will continue
to improve the mechanism of scientific and technological innovation, increase the intensity of
R&D investment, intensify incentives for scientific and technological talents, and strengthen
the team construction of scientific and technological talents.
The Company will adhere to efficiently promoting the reform and deepening and upgrading
actions to help transform the Company’s quality, efficiency and motivation. The Company
will further standardize corporate governance, strengthen the construction of boards of
directors of subsidiaries, improve the market-oriented operation mechanism. Based on value
creation, the Company will optimize and improve the multi-dimensional evaluation system
of performance, adjust and optimize the employment structure, and continue to enhance
labor efficiency. The Company will fulfill its primary responsibility and continuously enhance
the level of intensive and coordinated management to improve management efficiency. The
Company will intensify the governance of loss-making enterprises, carry forward the spirit of
“poverty alleviation”, insist on “one enterprise one policy” and targeted assistance, aiming
to enhance the survival and development capabilities of struggling enterprises, and further
optimize asset quality.
Focusing on key areas and prominent problems, the Company will strengthen risk warning,
prevention and control mechanisms and capacity building to achieve high-quality development
and a high-level, safe, and benign interaction. Through implementing a three-year action
plan for “fundamental improvement” of safety production, conducting special rectification
in high-risk areas of safety production, and continuously deepening the promotion of
“Technology Promotes Security”, the Company will further build up a firm defense for
safety production, and strive to enhance safety management capabilities. The Company will
continue to strengthen the ecological and environmental protection, make solid progress in
addressing ecological and environmental issues, and conduct thorough inspections to identify
and address environmental hazards, and promote upgrades in environmental performance,
aiming to achieve the goals of “clearing existing cases, curbing additional cases, and seeking
dynamic change (清存量、遏增量、求變量)”. The Company will prevent risks in operation and
management, give full play to the role of the “large-scale supervision” system, coordinate
various supervision resources, and improve the quality and efficiency of supervision in key
areas. The Company will further improve the compliance management system and the system
of rules and regulations, and continuously strengthen the construction of overseas legal and
compliance risk prevention mechanisms.
The Company will continuously strengthen the political development and establish a long-
term mechanism for theme education; continuously deepen the Party building benchmarking
and improvement in all aspects, as well as the establishment of Party branches that meet
the requirements of the “three types and six transformations (三型六化)”, carry out “two
guidances and two makings (兩帶兩創)” and “Party building+” activities in an innovative
manner, to fully leverage the driving role of Party organizations and Party members; focus
on the central tasks of production and operation, strengthen the Party building to empower
the industry chain and innovation chain, explore “value-based” Party building, and promote
two-way integration, deep integration, and comprehensive integration of Party building and
business operations, so as to guarantee the Company’s high-quality development with the
guidance of high-quality Party building.
Dong Jianxiong
Chairman
Committed to the development objective of creating “four extra strong (四個特强)” and building a
world class aluminum company with global competitiveness, the Company pursues both internal
high-quality growth of substance and extensional development, and takes deepening reform,
innovation-driven, green and low-carbon as its key source of momentum, focusing on prioritizing
acquisition of bauxite resources, vigorously upgrading the green level of aluminum smelting,
accelerating the development of high-purity aluminum-based new materials, and focusing on
corporate governance, value creation, scientific and technological research and development,
industrial upgrading, overseas development, capital operation and collaborative operation all guided
by Party building, committing to strengthen the “chain length (鏈長)” of the modern aluminum
industry chain.
The following discussions should be read together with the financial information of the Group and
its notes included in other sections of this annual report.
BUSINESS SEGMENTS
The Group principally engages in the exploration and mining of bauxite, coal and other resources;
the production, sales and technical development of alumina, primary aluminum, aluminum alloy and
carbon products; international trading, logistics services, as well as electricity generation from coal
and new energy. Business segments comprise:
Alumina segment consists of mining and purchasing bauxite and other raw materials, refining
bauxite into alumina, and selling alumina both internally to the Group’s electrolytic aluminum
enterprises and trading enterprises and externally to customers outside the Group. This segment
also includes the production and sales of refined alumina and gallium.
Primary aluminum segment consists of procuring alumina, raw and auxiliary materials and electricity
power, smelting alumina to produce primary aluminum, and selling them internally to the Group’s
trading enterprises and externally to customers outside the Group. This segment also includes the
production and sales of carbon products, aluminum alloy products and other electrolytic aluminum
products.
Trading segment is mainly engaged in the trading and logistics of alumina, primary aluminum, other
nonferrous metal products, and crude fuels such as coal products, as well as raw and auxiliary
materials to internal manufacturing enterprises and external customers.
Energy segment consists of coal, electricity generation from coal, wind power and photovoltaic
power and new energy equipment production, etc. Among its major products, coals are sold to
internal manufacturing enterprises of the Group and external customers outside the Group; and
electricity power generated by public power plants, wind power and photovoltaic power stations of
the Group is sold to local grid companies.
Corporate and other operating segments include research and development and other activities of
other aluminum-related business of the headquarter and the Group.
OPERATING RESULT
The Group achieved net profit attributable to owners of the Company of RMB6,717 million in 2023,
representing an increase of RMB2,525 million as compared with last year’s profit of RMB4,192
million, mainly due to the fact that with stable and improving production and operation of the
Company, the benefits of industrial structure optimization have been gradually realized in recent
years.
OPERATING REVENUE
In 2023, the Group achieved operating revenue of RMB225,071 million, representing a decrease of
RMB65,917 million as compared with RMB290,988 million of the same period of last year, which
was mainly due to the fact that the Company focused on its core business this year and reduced
the trading business with low gross profit margin.
OPERATING COST
In 2023, the Group achieved operating cost of RMB197,501 million, representing a decrease of
RMB62,203 million as compared with RMB259,704 million of the same period of last year, which
was mainly due to the decrease in cost expenses as a result of the decrease in the volume of the
Company’s trading business with low gross profit margin.
GROSS PROFIT
In 2023, the Group achieved gross profit of RMB27,570 million, representing a decrease of
RMB3,714 million as compared with RMB31,284 million of the same period of last year, which was
mainly due to the decrease in the selling price of alumina and primary aluminum products.
Operating expense: The Group’s operating expense was RMB432 million in 2023, which was
basically flat as compared with RMB419 million of the same period of last year.
Administrative expenses: The Group’s administrative expenses were RMB5,899 million in 2023,
which was basically flat as compared with RMB6,008 million of the same period of last year.
Financial expense: The Group’s financial expense was RMB2,944 million in 2023, representing a
decrease of RMB474 million as compared with RMB3,418 million of the same period of last year,
which was mainly due to the Company’s year-on-year decrease in expense by reducing the scale of
interest-bearing debt and optimizing financing costs.
R&D EXPENSE
The Group’s R&D expense in 2023 was RMB3,729 million, representing a decrease of RMB1,076
million as compared with RMB4,805 million of the same period last year, which was mainly due to
the fact that the Company was in a phase of promotion of new technology applications during the
year, resulting in the decrease in newly established R&D projects.
The Group’s other gains in 2023 were net losses of RMB93 million, representing a decrease of
RMB408 million as compared with the net income of RMB315 million of the same period of last
year, which was mainly due to the disposal of the subsidiary Shandong Huayu resulting in losses for
the year, and the year-on-year decrease in gain settlement of hedging futures.
The Group’s income tax expense in 2023 was RMB2,507 million, representing an increase of
RMB142 million as compared with RMB2,365 million of the same period of last year, which was
mainly due to the increase in the profit of the Company.
ALUMINA SEGMENT
Operating Revenue
In 2023, the Group’s alumina segment achieved operating revenue of RMB53,526 million,
representing a decrease of RMB2,236 million as compared with RMB55,762 million of the same
period of last year, which was mainly due to the year-on-year decrease in sales price and sales
volume of alumina.
Segment Result
In 2023, the Group’s alumina segment achieved pre-tax profit of RMB985 million, representing an
increase of RMB773 million as compared with RMB212 million of the same period of last year,
which was mainly due to the impact of the year-on-year decrease in asset impairment matters.
Operating Revenue
In 2023, the Group’s primary aluminum segment achieved operating revenue of RMB125,312
million, representing a decrease of RMB13,154 million as compared with RMB138,466 million of
the same period of last year, which was mainly due to the year-on-year decrease in sales price of
primary aluminum.
Segment Result
In 2023, the Group’s primary alumina segment achieved pre-tax profit of RMB11,243 million,
representing an increase of RMB1,518 million as compared with RMB9,725 million of the same
period of last year, which was mainly due to the impact of the year-on-year increase in product
profit as a result of the decrease in raw material prices.
TRADING SEGMENT
Operating Revenue
In 2023, the Group’s trading segment achieved operating revenue of RMB185,481 million,
representing a decrease of RMB73,373 million as compared with RMB258,854 million of the same
period of last year, which was mainly due to the decrease in the volume of the Company’s trading
business with low gross profit margin during the year.
Segment Result
In 2023, the Group’s trading segment achieved pre-tax profit of RMB1,857 million, representing an
increase of RMB163 million as compared with RMB1,694 million of the same period of last year,
which was mainly due to the recovery of historical provision for bad debt during the year and the
year-on-year increase in profitability of the domestic logistics business.
ENERGY SEGMENT
Operating Revenue
In 2023, the Group’s energy segment achieved operating revenue of RMB9,256 million,
representing a decrease of RMB67 million as compared with RMB9,323 million of the same period
of last year, which was mainly due to the year-on-year decrease in the revenue of new energy
power generation business.
Segment Result
In 2023, the Group’s energy segment achieved pre-tax profit of RMB2,098 million, representing a
decrease in profit of RMB103 million as compared with RMB2,201 million of the same period of last
year, which was mainly due to the impact of the year-on-year decrease in the profit of new energy
power generation business.
Operating Revenue
In 2023, the Group’s corporate and other operating segments achieved operating revenue of
RMB2,354 million, representing an increase of RMB410 million as compared with RMB1,944 million
of the same period of last year, which was mainly due to the year-on-year increase in repair service
revenue.
Segment Result
In 2023, the Group’s corporate and other operating segments achieved a loss of pre-tax profit of
RMB1,196 million, representing an increase in loss of RMB353 million as compared with the loss of
RMB843 million of the same period of last year, which was mainly due to the year-on-year decrease
in profit of futures business and the year-on-year decrease in interest income as a result of the
decrease of national deposit interest rates.
As at 31 December 2023, the Group’s current assets amounted to RMB58,441 million, representing
an increase of RMB3,905 million as compared with RMB54,536 million at the end of the previous
year, which was mainly due to the impact of the increase in purchase of structured deposits and
holding of currency funds of the Company during the year.
As at 31 December 2023, the Group’s gearing ratio amounted to 53.30% (the ratio is derived by
dividing the Group’s total liabilities by its total assets as at 31 December 2023), representing a
decrease of 5.37 percentage points from 58.67% at the end of 2022, which was mainly due to the
reduction in the scale of interest-bearing liabilities of the Company.
The Group has established procedures for fair value recognition, measurement and disclosure in
strict accordance with the requirements of accounting standards for fair value determination, and
assumes responsibility for the truthfulness of fair value measurement and disclosure. Currently,
the Company is measured by the historical cost method except for transactional financial assets,
transactional financial liabilities, investments in other equity instruments and receivables financing
measured at fair value.
As at 31 December 2023, the Group’s financial assets held for trading increased by RMB5,013
million compared with the end of the previous year, which was mainly due to the impact of the
purchase of structural deposits in this year; financial liabilities held for trading increased by RMB16
million compared with the end of the previous year, which was mainly due to the impact of floating
profits and losses on outstanding futures contracts.
As at 31 December 2023, the Group separately assessed the net realizable value of its inventories.
For the inventories relevant to aluminum products, the assessment was made on the net realizable
value of its inventories on the basis of the estimated selling price of the finished goods available
for sale in accordance with the coordination scheme of the production and sales between alumina
enterprises and electrolytic aluminum enterprises within the Group, and the factors including the
financial budget, turnover period of inventory, the purpose of the Company to hold the inventories
and the influence of events subsequent to the balance sheet date. For the inventories held by the
energy segment, the Group unanimously calculated with the most recent market price.
As at 31 December 2023, the balance of provision for impairment of inventories held by the Group
was RMB488 million, representing a decrease of RMB746 million as compared with RMB1,234
million as of the end of 2022.
The Company has always adopted the same approach to determine the net realizable value of
its inventories and the provision for inventory impairment on a consistent basis for the relevant
accounting policy.
In 2023, the Group made capital expenditure of RMB6,600 million, which mainly consisted
of investments in construction of transformation and upgrading projects, energy saving and
consumption reduction, environmental governance, resources acquisition and technological
research and development.
As at 31 December 2023, the Group’s contracted but not provided capital commitment to fixed
assets investment amounted to RMB4,241 million.
As at 31 December 2023, the Group’s cash and cash equivalents amounted to RMB18,440 million.
In 2023, cash flow from investing activities was a net outflow of RMB10,999 million, representing
an increase of RMB7,581 million in outflow compared with the net outflow of RMB3,418 million for
the same period of the previous year, mainly due to the impact of the year-on-year decrease in the
maturity and recovery of structured deposits purchased by the Company during the year.
In 2023, cash flow from financing activities was a net outflow of RMB14,143 million, representing
a decrease of RMB12,895 million in outflow compared with the net outflow of RMB27,038 million
for the same period of the previous year, mainly due to the impact of the consideration paid by the
Company for the implementation of the business combination under common control of Yunnan
Aluminum in 2022 and the decrease in net debt repayment during the year.
In order to reasonably avoid the exchange rate risk exposure of the Company’s subsidiaries in
import and export business, and reduce the impact of exchange rate fluctuations on the profits
of enterprises, the Company considered and approved the Resolution in relation to the 2023
Monetary Financial Derivatives Business Annual Plan of the Company at the tenth meeting of the
eighth session of the Board held on 21 March 2023, agreeing to implement the monetary financial
derivatives business by Chalco International Trading Group and its subsidiaries and Chalco Materials,
wholly-owned subsidiaries of the Company, in 2023. The quota shall not exceed USD1,797 million,
and the business types shall include forward purchase and sale of US dollars, with a term from 1
January 2023 to 31 December 2023. By the end of 2023, Chinalco International Trade Hong Kong
Co., Ltd., a wholly-owned subsidiary of Chalco International Trading Group, had carried out forward
settlement of US dollars of USD821,500, achieving better results and effectively avoiding the risk of
exchange rate fluctuation.
PRINCIPAL ACTIVITIES
The Group is a leading enterprise in aluminum industry in China, and ranks among the top
enterprises in global aluminum industry in terms of comprehensive strength. The Group’s alumina,
electrolytic aluminum, fine alumina, high-purity aluminum, aluminum anodes and gallium metal
production capacity all rank first in the world. The Group’s main business includes exploration
and mining of resources such as bauxite and coal, production, sales, technology research and
development of alumina, primary aluminum, aluminum alloys, and carbon products, international
trade, logistics industry, thermal and new energy power generation, etc.
OPERATION MODEL
Based on the domestic circulation and international circulation, the Company takes value creation
as its guiding principle to optimize three core main businesses, i.e. bauxite, alumina and electrolytic
aluminum, specialize in three core sub-industries, i.e. high-purity aluminum, aluminum alloy and
fine alumina, refine three supporting industries, i.e. carbon, coal and electricity, strengthen three
synergistic industries, i.e. trade, logistics and materials, implement three green industries, i.e. red
mud utilization, recycled aluminum and electrolysis hazardous waste disposal, and build a “3×5”
industrial development pattern to become an outstanding main force in technological innovation,
a ballast stone in mineral resources, a pillar in high-end advanced materials, and a leader in green,
low-carbon, and low-cost digital intelligence with the goal of building a world-class aluminum
company with global competitiveness. Pursuing openness and cooperation, the Company actively
adapts to and create market demands, and builds an integrated supply chain service platform
based on three major platforms to integrate production, trading, finance, storage, transportation,
information and information, etc. The Company is constantly fostering and improving a business
model that focuses on product value creation and is closely integrated with value added financial
trade. Through the optimal allocation of the value chain, enterprise chain, supply and demand
chain and spatial chain, the Company has created a win-win situation in which the Company and
its affiliated enterprises will be able to improve efficiency and reduce costs between the upper-,
middle- and lower- streams of the industrial chain.
INDUSTRY CONDITIONS
China is a great power in aluminum industry and has been the No. 1 in aluminum output and
consumption for 22 consecutive years. Since 2017, the Chinese government has been encouraging
and leading less competitive capacities to exit the market through advancing the supply-side
structural reform in the aluminum industry. China strictly controlled new electrolytic aluminum
capacities, strengthened supervision on environmental protection, initiated environment
remediation campaigns and controlled total emission, which effectively improved the market supply
and demand and facilitated the orderly and healthy development of the aluminum industry. Since
the introduction of China’s carbon peaking and carbon neutrality strategy, the aluminum industry,
as a “high pollution” and “high environmental risk” industry, becoming the key link and focus
area for the China’s carbon emission governance. Since the introduction of a series of industrial
policies and adjustments in 2021, in particular, the abolition of preferential electricity prices for
electrolytic aluminum, the abolition of catalogue electricity prices and floating ratio restrictions, the
implementation of tiered electricity prices for electrolytic aluminum and the ban on the construction
of coal-fired power projects abroad, the industry will be forced to accelerate the implementation of
more profound industrial restructuring, transformation and upgrading, which will have significant
impact on the development trend and competition pattern of the entire industry.
With the development of China’s economy shifting from high growth rate to high quality, in addition
to the expansion of product categories and the improvement of product quality in transportation,
construction projects and other traditional industries, the application of aluminum has also been
expanded in such high-end consumer fields as packaging, electronics and power and mechanical
equipment. Replacement of steel with aluminum for main structural products in automobile,
high-speed rails, airplanes, bridges and other industries has been gradually prompted due to the
lightness, durability and metal stability of aluminum; the application of aluminum products has
been expanded step by step in furniture, packages and other consumables sectors by means of
the recyclability of aluminum; and the application of aluminum in wires and cables for electricity
transmission and distribution and in 3C industry has also been continuously facilitated based on the
conductivity and economic value of aluminum. In addition, the development of the aviation industry
has led to the growth of medium thick aluminum plates and aluminum automotive body sheets,
and the rapid development of renewable energy has driven the growth of aluminum materials
used for photovoltaic modules, lightweight new energy vehicles, freight vehicles and charging pile
equipment. The emerging industries, personalized demand, and the industrialization of aluminum
products such as aluminum-air batteries and nanoceramic aluminum will also become new
consumption drivers for aluminum.
China is the biggest producer and consumer of alumina and electrolytic aluminum in the world.
In 2023, the domestic output of alumina and electrolytic aluminum were 82.27 million tonnes
and 41.66 million tonnes, accounting for 59.1% and 58.9% of the global output of alumina and
electrolytic aluminum, respectively. The domestic consumption of alumina and electrolytic
aluminum were 83.17 million tonnes and 42.80 million tonnes, respectively, representing 59.6%
and 60.9% of the global consumption of alumina and electrolytic aluminum, respectively. The
domestic output and consumption of alumina and electrolytic aluminum were over half of the global
output and consumption.
Currently, the world is in the acceleration period of profound changes of a kind unseen in a century,
the international environment is becoming complex, and the global industrial, supply and value
chains have experienced significant changes, and the intensification of internal conflicts among
countries has led to an increase in the number of trade and investment barriers, which is likely to
aggravate. The slowdown in global economic growth expectations and the stance of major central
banks adopting longer and more restrictive monetary policies, along with the crisis in the banking
sector in the United States and Europe and the resulting financial market turbulence, intensified
market concerns about the trend of commodities. The transformation of the industrial structure
and energy mix has brought new development opportunities for the transformation of industrial
chain and supply chain to green and low-carbon for various countries including China. The traditional
demand for aluminum in construction is continuously decreasing, while the demand for aluminum
in transportation, electronics, durable consumer goods, photovoltaic and other fields is continuously
increasing. With the continued strict control over new capacity of electrolytic aluminum by the
PRC government, the supply and demand is basically in equilibrium. As the PRC government is
deepening the supply-side structural reform and implementing the targets of carbon dioxide peaking
and carbon neutrality, the aluminum industry has entered a new stage of high-quality development.
It will be the key direction for the transformation and upgrading of the industry to leverage
innovations to optimize the industrial layout and the energy consumption mix, reduce energy
consumption, and develop deep-processing products with high added values. It has become a new
development trend in the industry to rely on technology to reduce carbon, develop and utilize green
waste-free metallurgical technology, vigorously develop recycled aluminum, accelerate the transfer
to overseas and clean energy-rich regions, and extend to high-end downstream industries. In terms
of the competition landscape in the aluminum industry, the enterprises with complete industrial
chain covering bauxite, energy, alumina, primary aluminum and aluminum alloy products production,
technology research and development, logistics industry, and clean energy are more competitive.
For the alumina industry, in 2023, the overall alumina market in China showed a tight balance
pattern. From the demand side, in 2023, there were both increase and reduction in production
of electrolytic aluminum industry in China. At the beginning of the year, electrolytic aluminum
enterprises reduced and stopped production on a large scale due to the power restriction policy
implemented in Guizhou and Yunnan, but later on, driven by high profits, the stopped and newly-
installed capacity accelerated the pace of resuming production and starting production, making the
production volume grow at a faster-than-expected rate. The scale of new and resumed production
exceeded the reduced capacity, which boosted the demand for alumina; in addition, with the listing
of the alumina futures, some new traders who dealt with both futures and spot trading entered the
market, which also alleviated the pressure on the supply side to a certain extent. From the supply
side, new projects in Guangxi, Hebei and Chongqing maintained stable production in the past two
years. However, affected by environmental protection inspections and tight ore supply in Shanxi
and Henan regions, local enterprises reduced and suppressed production almost throughout the
year, and the overall increase in production was greater than the decrease in production. Shandong,
Shanxi and Guangxi are still the major alumina production regions, with the production accounting
for more than 70% of the country’s total production capacity. As at the end of December 2023,
the alumina production capacity in China reached 103.35 million tonnes per year, representing
an increase of 3.8 million tonnes per year compared with that at the end of 2022. In 2024, it is
expected that alumina market in China will remain a tight balance. Given that China’s electrolytic
aluminum production capacity has basically touched the ceiling and the future addition of new
production capacity will be controllable, the demand for alumina will mainly be determined by the
operating rate of the electrolytic aluminum production; on the other hand; alumina enterprises in the
northern region will continue to face pressure in environmental protection, etc., and it is expected
that operating rate will be maintained at relatively low in 2024. However, with the continuous
addition of new production capacity, it is expected that alumina output will continue to increase in
2024, at a downward growth rate.
For the electrolytic aluminum industry, in 2023, the production capacity of China’s electrolytic
aluminum increased slightly. On one hand, due to power shortage and other factors, Yunnan and
Guizhou implemented load shedding and capacity reduction measures, and the scale of production
reduction reached 2.79 million tonnes per year; on the other hand, 3.12 million tonnes per year of
production capacity was resumed in the year, mostly the restarting of the suspended capacity in
Yunnan, Guizhou, Sichuan and Guangxi, and the newly-invested capacity of 0.81 million tonnes per
year was mainly concentrated in Yunnan, Inner Mongolia and other regions. By the end of 2023,
China’s total electrolytic aluminium production capacity was 44.43 million tonnes per year, up
0.3% from the previous year. Judging from the distribution of production capacity, Shandong, Inner
Mongolia and Xinjiang are the three provinces with the highest capacity for electrolytic aluminum
production in China in 2023; however, in view of the growth rate of electrolytic aluminum capacity
in Yunnan, it is expected that by 2024, Yunan is expected to become the largest electrolytic
aluminum production region in the country.
In terms of consumption, aluminum is the second largest metal after steel. With the development of new
energy, electronic information, 5G communication, new energy vehicles, rail transit and green aluminum
furniture industries in the future, the application of “green” and “lightweight” aluminum products will be
further expanded and the total consumption will remain stable because aluminum is light, corrosion resistant,
easy to process and recyclable. Under the constraints of the capacity ceiling, the carbon peaking and carbon
neutrality targets have further constrained production, and with the addition of recycled aluminum, there is a
possibility of a decline in electrolytic aluminum production as it approaches its peak. Aluminum is expected
to remain basically balanced in terms of supply and demand.
Judging from the development trend of aluminum industry, in the general context of stabilizing industry
and economy, the policy of dual-controls over energy intensity and total energy consumption will
be more comprehensive and reasonable, and its impact on production is expected to be weakened.
The power supply problem can also be greatly improved by ensuring provision of coal and keeping
prices stable. Electrolytic aluminum production will gradually be resumed, and the probability of the
recurrence of large-scale production reduction in the whole industry is relatively small, except for
those in Northwest China. However, under the “new normal” of macro economy, it is difficult for the
demand side of aluminum to increase significantly, which is at the same time also facing the situation
of switching between new and old driving forces. On one hand, the consumption demand in the real
estate end will hardly pick up in next few years, and its proportion in the aluminum consumption
market is gradually decreasing, while on the other hand, the demand for aluminum in lightweight
energy conservation and emission reduction of automobiles, transportation, electricity and electronics,
solar photovoltaic power generation and other industries is growing rapidly. Amid carbon peak and the
acceleration of automotive lightweighting, in the near future, there will still be significant increase in
aluminum profiles for domestic rail transit as well as high-strength aluminum alloy materials which can
enable traditional automobiles to achieve energy saving and consumption reduction. As the world’s
most important producer and supplier of modules and supporting products for solar photovoltaic power
generation, China’s export scale will continue to expand in the future, and with the adjustment of the
energy consumption structure, the annual installed capacity of photovoltaic power generation in China
will also continue to expand, which to certain extent will drive the aluminum consumption.
BUSINESS REVIEW
Statements about the business review and future business development of the Group for the year
are set out in the section headed “Chairman’s Statement”. The section headed “Management’s
Discussion and Analysis of Financial Position and Results of Operations” gives an analysis of
the financial and operational conditions of the Group using financial key indicators. Details of
compliance with relevant laws and regulations that have a significant impact on the Group are set
out in sections headed “Report of the Board” and “Report on Corporate Governance and Internal
Control”.
POTENTIAL RISKS
Based on the international and domestic macroeconomic environment, national industry policies
and market environment, in conjunction with the actual production and operation conditions of the
Company, the Company has evaluated the possible risks that it may face. The main risks include:
China’s bauxite resources are relatively scarce. In recent years, the reserves and quality
of domestic bauxite have declined to varying degrees, and the competition for resource
acquisition is fierce, making it difficult to obtain resources; the approval of mine safety and
environmental protection in China is becoming increasingly strict, and the progress of mine
project construction slows. At present, the Company only has one overseas base, the Boffa
bauxite mine in Guinea. The overseas supply source is limited, and influenced by local political
situation and employment environment, the resource guarantee risk coefficient is relatively
high.
To address these risks, the Company will further strengthen domestic resource exploration
and development, identify mineral resources in new areas and in deep and surrounding areas
of existing mines, extend the service life of mines, actively promote the transformation from
exploration to mining, and accelerate the progress of resource development; plan ahead
and participate in the competition for mining rights transfer, fully leverage the Company’s
advantages in the aluminum industry that has already been built or planned in various
regions; steadily promote cooperation in the aluminum under coal projects, and conduct
feasibility evaluations for the aluminum under coal projects regarding the issues of high
sulfur content, complex mining conditions, and high mining costs; further expand overseas
resource cooperation, accelerate the construction of resource continuity in Boffa South and
the development of northern mining areas in Guinea, and study the feasibility of obtaining
and cooperating with overseas bauxite projects in other regions; scientifically coordinate
domestic and imported mining production, make every effort to increase its own mining
output, formulate annual import mining supply plans, regularly organize import mining balance
meetings, and timely respond to changes in enterprise demand.
The Company’s coal mines, non-coal mines, smelting units, and logistics are all high-risk
industries with high safety risks. Without high enough level of automation and intelligence,
the Company needs to further strengthen its control on contractors. The Company has a large
number of old enterprises with high energy consumption, large total emissions, insufficient
environmental protection equipment and facilities, and large inventory of hazardous waste,
leaving a significant gap in environmental management level compared to advanced
enterprises.
To address these risks, the Company will further increase efforts to investigate and control
major accident hazards, and dynamically update the implementation of rectification measures;
strengthen the special safety rectification in key areas such as mining and engineering
construction, accelerate the intrinsic safety transformation of production processes and
equipment facilities, focus on “digitization, unmanned, and minimally-staffed”, increase
the intensity of technical prevention work, and promote the level of technical prevention
to a higher level. In terms of environmental protection, we will deepen the governance
of prominent environmental issues, with a focus on addressing prominent ecological
and environmental issues such as the atmosphere, hazardous waste, soil, and ecological
restoration in mines; strictly prevent and control ecological and environmental risks,
strengthen the full process management of hazardous waste disposal such as aluminum ash
and overhaul slag, and strengthen the ecological protection and restoration of mines; promote
the upgrading of environmental performance, formulate and implement the annual special
plan for environmental performance upgrading and the annual special plan for creating green
mines.
The Company’s bauxite mine in Guinea may experience fluctuations in supply due to local
policy changes and frequent strikes. At the same time, the international environment is
becoming increasingly complex, and the uncertainties in external regulatory changes increase.
The Company may experience the risk of economic losses such as penalties due to non-
compliance of overseas business with local legal and regulatory requirements.
To address these risks, the Company will refine its overseas business strategy planning,
closely monitor overseas political risks, and develop an emergency management system
for political risks; pay close attention to the political situation and import/export customs
policies of the trading country to avoid transaction risks caused by political factors; for
routine business types, develop standard contract to reduce international trade contract
risks; actively expand long-term cooperation with mainstream suppliers, increase the scale
of trade mineral resources, dispatch professional teams to station in major import source
countries, and actively promote the acquisition of high-quality overseas resources; strengthen
the construction of legal institutions and personnel for overseas enterprises, promote the
improvement of relevant business rules and regulations for overseas enterprises, carry out
overseas legal compliance risk investigation, and strengthen the prevention of overseas legal
risks.
Affected by various factors such as macroeconomic conditions at home and abroad, national
and industry policies, and changes in market supply and demand, the prices of products such
as alumina and electrolytic aluminum, as well as raw materials may fluctuate, which may
lead to cost increases and price reductions, thereby affecting the Company’s profit level; in
addition, the markets of alumina, electrolytic aluminum and bulk raw material and fuels are
perfectly competitive with numerous participants, and there is a risk of market share being
seized by competitors.
To address these risks, the Company has established an institutionalized market research
system to form daily and weekly reporting systems, expand the breadth and depth of
research and analysis on macroeconomic and aluminum industry fundamentals, and enhance
the pertinence and effectiveness of market analysis; strengthened the application of market
research results, closely integrated research results with trade business decisions, controlled
the pace of purchase and sales, and seized market opportunities in price fluctuations;
maintained existing customers, developed new customers, and increased external spot sales
to further enhance market share and pricing power, and underpin market leadership position;
strengthened centralized procurement, took internal cost reduction as the foundation, met
the needs of production enterprises, improved collaboration with production and service
capabilities, further reduced intermediaries, and lowered production costs for enterprises
through the combination of methods such as strategic procurement, production adjustment to
electricity price, and bidding procurement.
The Company mainly consumes fossil fuels such as coal, diesel and natural gas for its
production of electrolytic aluminum and alumina, and the total amount and intensity of carbon
emissions are relatively high. Certain enterprises face difficulties in transitioning into clean
and low-carbon energy consumption, resulting in limited space for reducing carbon emissions.
In terms of recycled aluminum, existing production enterprises have entered a relatively
stable mode of waste aluminum consumption, and the consumption level has been basically
saturated. Due to constraints in production equipment, only high-quality waste aluminum may
be consumed. However, given its high market price, the profit margin for the utilization of
recycled aluminum is low, posing a risk of loss.
To address these risks, the Company has strengthened the management of energy
conservation and carbon reduction in aluminum electrolysis, and applied new technologies to
achieve energy conservation and consumption reduction; strengthened the benchmarking of
alumina in each process, enhanced process control capabilities, timely formulated response
measures to eliminate energy consumption shortcomings in processes, reduced unplanned
outage of production lines and equipment, and reduced energy consumption; deepened the
benchmarking of power plants in each process, optimized operational adjustments, reduced
coal consumption for power supply, carried out the “three reforms linkage” transformation
of coal-fired power units, improved unit energy efficiency, and reduced carbon emissions. In
terms of recycled aluminum, relying on the Company’s main production bases for electrolytic
aluminum and aluminum alloys, the Company has built waste aluminum pretreatment
production lines to cover each melting and casting production line of the Company, and
provided resource guarantees for the development of the recycled aluminum industry;
established a sound waste aluminum recycling system, and achieved targeted recycling with
downstream processing enterprises and enterprises within the park; further promoted the
construction of waste aluminum pretreatment production lines and related alloy production
line projects based on the overall situation of the Company’s aluminum electrolysis
enterprise’s alloying and recycled aluminum business.
The Company adopts “Turning Stone into Gold and Benefiting Mankind (點石成金造福人類)” as
the core value of social responsibility, takes rewarding shareholders, empowering employees,
benefiting customers and society, and cherishing environment as the Company’s mission, and
effectively integrates social responsibility into the Company’s business management system, which
achieves full coverage of the Company’s main business units. The Company has established the
Social Responsibility Management Module of Aluminum Corporation of China Limited, and formed
systematic concept system, organizational system, institutional system, assessment system and
management system. Five areas of responsibility are identified, which are corporate governance,
employee rights and interests, environmental protection, fair operation and community support.
At the same time, with respect of each of the five major areas of responsibility, the Company has
established the scope of responsibility, the subject of responsibility, the indicators of responsibility
assigned to each department and the enterprises to which they belong, as well as a negative list.
The Company has established a complete social responsibility management system consisting of
sustainable development and ESG management in accordance with the Implementation Rules for
Social Responsibility Management of Aluminum Corporation of China Limited as followed:
The Board of Directors and its special committees: reviewing the Company’s ESG governance
strategy and guidelines, ESG management systems and management objectives; identifying
and applying the Company’s issues of materiality, identifying and managing ESG-related risks
and opportunities, and the annual ESG report; supervising and inspecting the identification,
evaluation, management process of ESG management-related matters and the progress of
related ESG goals.
Social Responsibility Committee: implementing the ESG work arrangements of the Board of
Directors and annual ESG work plans, and organizing and instructing relevant departments
to implement ESG policies, measures and plans; discussing with departments involved to
make applicable ESG targets and reviewing them regularly, and confirming the work progress;
reporting the aforesaid work to the Board of Directors regularly.
The Company has incorporated the concept of sustainable development into its routine operational
strategies in line with the global and Chinese demands for sustainability, striving to contribute to
the United Nations Sustainable Development Goals. The Company’s key practices include:
United Nations
Sustainable Development
Goals (SDGs) Action of the Company
2. Zero Hunger Actively engage in rural revitalization, with the aim of promoting
agricultural transformation in rural areas. By implementing measures
such as restoring and improving soil conditions and enhancing
water resource acquisition efficiency, the Company strives to
optimise the local agricultural ecological environment and accelerate
the modernization of agriculture to inject new vitality into the
development of rural areas.
3. Good Health and Well- Organise a diverse range of employee activities that span culture,
being sports, and lifestyle to help employees achieve a better work-
life balance and increase their sense of happiness and belonging.
Actively advance digital and intelligent transformation to enhance
intrinsic safety levels, thereby further strengthening production
safety measures and ensuring the safety and health of employees.
6. Clean Water and Optimise the water usage structure through enhanced daily water
Sanitation conservation management to ensure the safety and sustainable
utilisation of water resources.
United Nations
Sustainable Development
Goals (SDGs) Action of the Company
7. Affordable and Clean Promote the adjustment of the energy consumption structure,
Energy vigorously develop industries such as photovoltaic power and wind
power in renewable energy, to enhance the proportion of clean
energy in the energy mix. Assist nearby residents in constructing
clean power generation facilities so that more people can enjoy the
convenience and environmental benefits of clean energy.
9. Industry, Innovation and Accelerate the breakthrough of key scientific research projects
Infrastructure and the application of their results to provide solid technological
support for achieving high-quality development. Through continuous
innovation and breakthroughs, we will be at the forefront of the
industry and make a greater contribution to social progress and
economic development.
10. Reduced Inequality Eliminate any form of discrimination, regardless of nationality, race,
or cultural background, to ensure that every employee receives fair
treatment and respect.
11. Sustainable Cities and Promote the use and development of clean energy and help build
Communities sustainable cities and communities where we operate. Actively
participate in community development, enthusiastically engage
in charitable endeavours, and continuously carry out assistance
projects in Qinghai and Tibet, as well as philanthropic donation
activities.
United Nations
Sustainable Development
Goals (SDGs) Action of the Company
13. Climate Action In response to the national “30 • 60” carbon peaking and carbon
neutrality goals, the Company optimises the energy consumption
structure of the enterprise, expands the use of new energy, and
actively undertakes energy-saving initiatives. By reducing carbon
emissions and improving energy utilisation efficiency, the Company
strives to mitigate the impact of climate change and contributes to
the building of a green, low-carbon society.
14. Life below Water Committed to preserving water resources, the Company employs
advanced water recycling systems to ensure “zero discharge”
of production wastewater, promoting the green and sustainable
development of the enterprise.
15. Life on Land With a responsible attitude, the Company adopts a scientific
a p p r o a c h d u r i n g s i t e s e l e c t i o n, e s t a b l i s h e s r i g o r o u s m i n i n g
processes, and strictly implements mine reclamation efforts, in
an effort to create an environmentally friendly mining operation.
Waste is stored and utilised in an organised and comprehensive
manner to ensure the maximal utilisation of resources and minimal
environmental impact.
16. Peace, Justice and Strengthen integrity and promote the clean and transparent operation
Strong Institutions of the Company. Continuously optimise the Company’s governance
capabilities, and constantly refine compliance management, internal
control systems, and legal frameworks.
17. Partnerships for the Build mutually beneficial partnerships, and foster stable and
Goals consistent supply chains through the creation of efficient
communication platforms.
Consistently adhering to the philosophy that “talent is the primary resource”, the Company
upholds a people-centric approach, and continuously optimises employment policies to effectively
safeguard the rights and interests of employees. The Company strictly complies with relevant laws
and regulations of the People’s Republic of China, including the Labor Law, Labor Contract Law,
Minors Protection Law, Provisions on the Prohibition of Using Child Labor, Labor Dispute Mediation
and Arbitration Law, Law on the Protection of Rights and Interests of Women, and Law on the
Protection of Disabled Persons. In accordance with these laws and regulations, the Company has
established comprehensive employment policies and standards. The Company has formulated
internal regulations such as the Measures for the Administration of Labor Contracts of Aluminum
Corporation of China Limited, and the Management Measures for Open Recruitment of Employees
of Aluminum Corporation of China Limited. Through these comprehensive rules and regulations,
the Company ensures the legal rights and interests of employees in various aspects, including
employment, recruitment, termination, remuneration, promotion, and anti-discrimination.
The Company aims to create an inclusive, diverse and healthy workplace that adheres to the
principles of equal employment, and follows the employment policies of equal pay for equal work,
gender equality, and ethnic equality. The Company attaches great importance to safeguarding the
rights of female employees and actively implements the Outline for Women’s Development in China
(2021–2030). A special committee for women employees has been set up to effectively protect the
rights of female employees. Before the International Women’s Day in 2023, the Company’s trade
union organised a series of activities titled “Happy Chalco, Charming Life” for female employees at
the headquarters. Subsidiaries of the Company guided female workers to understand, abide by, and
apply laws through legal publicity, knowledge competitions, and handbook distribution, ensuring
the coordinated implementation of the “four-phase” protection for female workers. The Company
purchased specific sickness insurance for women employees and organised 8,895 female workers
to participate in specialized health examinations. Additionally, through skill competitions and special
labour contests for female employees, the Company showcased their talents. In 2023, two female
employees of the Company were awarded the provincial-level and above “March 8th Red Banner
Pacesetter”, one female employee was honoured as a “Master Craftsman of the Central Plains”,
another as a “Master Craftsman of the Industry”, and one female worker received the municipal-
level “May 1st Women’s Medal”. Five collective units were recognized as the provincial-level
and above “Women’s Demonstration Posts”, and two collective units were named provincial and
municipal-level “Women’s Model Posts”, respectively.
The Company highly values employee development, and upholds the talent philosophy of “people-
oriented, cherishing talents, and caring for employees”. The Company genuinely provides
employees with clear career development paths and diverse training courses, aiming to help
them enhance their professional skills, achieve professional value, and realise mutual growth
of employees and the Company. The Company has earnestly built a three-in-one training model
encompassing “party ethics cultivation, management know-how, and practical skills improvement”.
Leveraging the Chalco E-enterprise Learning, an online learning platform, it has been firmly
promoting the education and training of cadres through a combination of online and offline training
methods. In 2023, the Company organised several training programs, including the “Outstanding
Young Cadres Training Program” to cultivate the next generation of innovative business and
leadership skills, the “Factory Director (Manager) Seminar” to enhance the production and
operation management capabilities of enterprise leaders, the “Outstanding Workshop Director
Training Program” to improve the production management skills of workshop directors, and the
“Comprehensive Quality and Capability Enhancement Training Program” for Company’s personnel at
the headquarters. These initiatives collectively trained 255 individuals. Across various departments
of the Company’s headquarters, a total of 31 training projects were completed, with more than
3,000 individuals receiving training. In addition, the Company’s trade union, through organizing
diverse labour competitions and innovation activities at the national, industry, and enterprise levels,
refined the organization of skill competitions and the training system for skilled talents. Leveraging
the trade union’s role as a “university”, these initiatives aimed to promote learning and training
through competitions, thereby strengthening and enhancing employees’ professional skills. In 2023,
the Company’s trade union successfully hosted the 16th “Chalco Cup”, a national competition for
vocational skills in the non-ferrous metals industry. Additionally, the union organised the second
round of the 6th Innovation and Creativity Competition of Chinalco in the green energy industry,
hosted the “Ningxia Energy Cup”, the 3rd Youth Vocational Skills Competition of Chinalco, and
participated in activities such as the 4th Young New Media Skills Competition of Chinalco under the
theme of “Chinalco Intelligence Cup”.
The Company has established a comprehensive welfare and security system. In addition to
contributing to social insurance and provident fund for all employees as required by law and
regulation, it has also set up enterprise annuity plans for 86 qualified enterprises, and provided
supplementary medical insurance and group accident insurance for their employees. The Company’s
trade union consistently carried out inclusive and regular welfare activities for all employees,
including “Spring Health Initiative, Summer Coolness Campaign, Autumn Education Assistance,
Winter Warmth Outreach”. During the Chinese New Year, Dragon Boat Festival, and Mid-Autumn
Festival in 2023, welfare items were distributed to employees. Prior to International Women’s Day,
Children’s Day, and Army Day, activities were organised to express gratitude to female employees,
employees’ children, as well as ex-servicemen and veterans. In May and December 2023, two
team-building activities were organised under the theme “Energetic Chalco, Healthy Life”, further
enriching the leisure and cultural life of employees and enhancing communication and collaboration
among departments and employees. In addition, the Company has established a retirement pension
system covering all employees, and handles retirement approval, pension withdrawal procedures,
and socialized management procedures for all employees in accordance with national laws and
regulations, thereby effectively securing the retirement life of employees.
The Company always prioritises safety in its development, and places the safety and health
of employees at the forefront. Upholding the philosophy of “all risks can be controlled, and all
accidents can be prevented”, the Company continuously implements the principles of safety first,
emphasizing prevention and comprehensive management, to prevent and resolve major safety risks
from the source. The Company continues to improve its health and safety management system,
and utilises smart technologies to elevate the level of safety production management, ensuring
both employee health and production safety. In 2023, the Company undertook the following efforts
to enhance production safety:
3. Strengthened risk prevention and control, and investigated and addressed hidden dangers.
The Company drew safety and environmental experts from relevant enterprises to establish a
special supervision and support team to provided service-oriented supervision for enterprises,
focusing on inspecting and guiding the implementation of safety production responsibilities
for leadership teams at all levels and heads of business departments. The aim was to
continuously enhance the safety performance capabilities of management personnel at all
levels within the enterprises. Additionally, the Company urged enterprises to conduct self-
inspections in areas such as special investigations and governance of major accident risks,
rectification of prominent ecological and environmental issues, and organised two rounds
of mutual safety and environmental inspections among enterprises. Identified issues were
promptly rectified, aiming to eliminate potential hazards.
4. Vigorously promoted the strategy of “technology for safety”, relied on advanced facilities and
equipment to strengthen the means and capabilities for eliminating potential accident risks,
and enhanced the overall level of intrinsic safety. The Company urged each mining enterprise
to develop intelligent mining construction plans so as to accelerate the pace of intelligent
mining process. All underground mines in Guizhou Branch installed overhead passenger-
carrying devices. Ningxia Energy completed two intelligent coal mining faces and three
tunnelling faces. Six enterprises completed the installation of intelligent safety protection
systems for packaging machines (balers) and stacker cranes, and the transformation of
overhead cranes and forklifts were underway. Acceptance audits for the on-site service of
high-risk positions’ unmanned transformation and the standardized team building were carried
out for four pilot demonstration enterprises of smart factories to prioritise and initiate the
unmanned transformation of high-risk positions.
In 2023, all subsidiaries and affiliates of the Company obtained ISO 45001 Occupational Health and
Safety certification, achieving a 100% coverage rate.
Adhering to the development philosophy of “lucid waters and lush mountains are invaluable assets”,
the Company continuously improves the environmental management system, and strengthens
internal precision management to rigorously controls environmental risks. The Company strictly
complies with national laws and regulations, including the Environmental Protection Law of
the People’s Republic of China, the Law of the People’s Republic of China on Promoting Clean
Production, the Law of the People’s Republic of China on Water Pollution Prevention and Control,
the Atmospheric Pollution Prevention and Control Law of the People’s Republic of China,
and the Law of the People’s Republic of China on the Prevention and Control of Solid Waste
Pollution, actively studies relevant environmental protection policies, strengthens ecological and
environmental supervision and management, continuously increases environmental protection
investment, and fully promotes environmental governance efforts.
In 2023, the Company relentlessly advanced the governance of ecological and environmental
pollution. The Company follows a systematic strategy of “point, line, surface, and volume(點、線、
面、體)” to comprehensively promote ecological and environmental protection efforts. The green
development philosophy was further consolidated, and the pace of ecological and environmental
governance accelerated. The Company rigorously rectified the issues raised in the feedback from
central ecological and environmental protection inspections and spot checks, achieving new results
in the remediation of existing environmental problems. With the aim of “reducing existing issues,
curbing new issues, and seeking transformative changes”, the Company comprehensively launched
a three-year action plan for ecological and environmental problem rectification. The joint efforts to
protect the ecological environment rapidly gained momentum. Additionally, the Company launched
the special measures for ecological and environmental protection in the Yangtze River and Yellow
River basins, and conducted in-depth self-examination and self-correction to further identify the
environmental risks of regional affiliated enterprises. The Company also established a key issue
warning mechanism and launched a 24-hour online monitoring and warning system, as well as
an online management system for the rectification of ecological and environmental hazards. The
Company’s environmental risk warning mechanism continued to improve. Special investigation
forms such as the Investigation Form for Ecological and Environmental Risks and Hazards in Mines,
Investigation Form for Negative Ecological Matters in the Yangtze River Economic Belt and the
Yellow River Basin, and Investigation Form for Ecological and Environmental Risks of Tailings
Ponds were established, and investigations were carried out according to the lists. Moreover, the
Company promoted the establishment of comprehensive ecological and environmental protection
task lists for enterprises at all levels, and list-based management continued to be consolidated,
further improving the level of environmental governance.
Regarding the governance of “three wastes” during the reporting period, the Company undertook
the following main efforts:
1. Exhaust gas treatment: Guangxi Branch applied new technology for alumina roasters
to increase production, save energy, and reduce emissions, effectively reducing the
concentration of particulate matters and sulphur dioxide emissions in the flue gas. Guizhou
Huaren completed the transformation of the dust collection facilities at the anode assembly
main frequency furnace casting station, solving the problem of unorganised emissions at the
anode assembly production site. Yinxing Coal’s enclosed coal storage yard project has been
put into operation, achieving the full enclosed storage of coal resources in the mine storage
yard. Shanxi Huaxing constructed an enclosed gas membrane shed to contain the original ore
stacking yard, significantly lowering unorganised emissions.
3. Solid waste disposal and comprehensive utilisation: In 2023, the Company generated 46.04
million tons of general industrial solid waste and comprehensively utilised 14.38 million
tons (excluding the comprehensive utilisation of stockpiles from previous years), with a
comprehensive utilisation rate of 31.23%. Specifically, coal gangue was internally utilised
for ecological restoration in coal mining subsidence areas, and externally sold and utilised
by surrounding brick factories. Fly ash, slag, and desulphurisation gypsum were exported to
cement plants and brick factories for comprehensive utilisation as building materials. Red
mud was comprehensively utilised for iron selection, dam construction, etc. At the same
time, research on comprehensive utilisation of red mud was launched, with completed thesis
papers such as the Research on Large-scale High-value Road Materials from Pingguo Red
Mud, Exploratory Research on the Fully Quantitative Utilization Technology of Dissolved Red
Mud from Guinea Mine, and Research on Source Blocking Technology of Harmful Impurities
in Bauxite. In addition, the Company generated 541,200 tons of hazardous waste in 2023, and
disposed of 468,700 tons (excluding the disposal of stockpiles from previous years), with a
disposal rate of 86.6%.
The Company continues to advance the creation of environmental performance, with all new
projects built according to the A-level environmental performance standards. In 2023, five affiliated
enterprises have been awarded A or B grades, and D grades were eliminated. Three new green
mines were created, and a total of 20 green mines were recognized. Seven new national green
factories were established, bringing the total number of green factories to 16. Chalco Shandong,
and Zhongzhou Aluminum had six products certified as “Green Design Products” by the State.
Five enterprises successfully passed the special audit of clean production. Zhongzhou Aluminum
achieved breakthroughs in green and low-carbon new technologies such as “red mud quality
separation and alkali reduction technology”, “sintering configuration process technology”, Chalco
Mining’s low-temperature roasting technology, and Zhengzhou Research Institute’s non-lime
dissolution technology. Wenshan Aluminum and Yunlv Runxin respectively obtained hazardous
waste operation permits, laying the foundation for promoting the creation of “zero waste factories”.
The Company actively responds to the national carbon peaking and carbon neutrality policy by
initiating the preparation of the Company’s carbon peaking and carbon neutrality action plan. The
Company aims to achieve carbon neutrality ahead of the industry by optimizing industrial layout,
shortening the industrial chain, applying advanced and suitable energy-saving technologies,
accelerating the optimisation of energy use structure, enhancing the recycling and utilisation
of renewable resources, and establishing a system and incentive mechanism for carbon asset
development, management, and utilisation. During the 14th Five-Year Plan period, the Company
will deeply promote the development of energy in a green and low-carbon manner, accelerate the
application of new technologies and equipment, increase the development speed of the new energy
industry, enhance the proportion of green smelting, and promote the adjustment of the Company’s
energy use structure.
In 2023, the Company focused on green, low-carbon, and energy-saving initiatives, and continuously
increased the R&D and application of energy-saving and low-carbon technologies in various phases
including mining, production, energy supply, and transportation to reduce energy consumption and
improve energy use efficiency, mainly including:
2. Production waste heat utilisation: Wenshan Aluminum “Pipeline Waste Heat Utilisation
Project”, an innovation project of a small and micro enterprise, was in normal operation,
effectively addressing the waste of dilution slot exhaust steam. Simultaneously, it significantly
reduced the consumption of new steam in the evaporator.
3. Gasifier efficiency improvement: The gas-making workshop of the thermal power plant
in Guangxi Branch has implemented a series of measures, including stable control of the
oxidation furnace operation with raw coal, process optimisation of gas production indicators,
and equipment modification. These efforts have increased the energy conversion efficiency
of gasifier to around 73%, effectively reducing the unit consumption of standard coal for gas,
decreasing coal consumption, and saving nearly 16,000 tons of standard coal annually.
4. Elimination of outdated production capacity units: Zhongzhou Aluminum has phased out four
old units in its self-owned power plants and decommissioned 32 gas generators. The entire
production system has transitioned to the use of natural gas energy, resulting in an annual
saving of more than 60,000 tons of standard coal.
In 2023, the Company organised the low-carbon product certification for the electrolytic aluminium
products of its subsidiaries. The electrolytic aluminium products from eight enterprises met the
requirements outlined in the Methods and Requirements for Low-carbon Product Evaluation
and were awarded the Low-carbon Product Certification. Yunnan Aluminium won the title of
“Outstanding Contributor in the Carbon Neutrality Field”, while Yixin Aluminum and Zhongzhou
Aluminum received the provincial-level “Energy Efficiency Leader” recognition. Additionally, five
products from Chalco Shandong and one product from Zhongzhou Aluminum were rated as national
green design products.
The environmental performance data for the Company from 2021 to 2023 are as follows:
Basis information
Operating income RMB10,000 26,974,823.18 29,098,794.20 22,507,087.98
Alumina production 10,000-ton 1,623 1,764 1,667
Electrolytic aluminum production 10,000-ton 386 688 679
GHG Emissions
Total GHG emissions 10,000-ton 8,680.11 11,764.00 11,409.00
Scope 1
Total CO2 emission 10,000-ton 5,720.66 6,920.00 6,677.36
Scope 2
Total CO2 emission 10,000-ton 2,959.45 4,844.00 4,731.64
Alumina Segment
Total CO2 emission 10,000-ton 2,522.97 2,561.00 2,372.14
Alumina Segment
CO2 emission intensity ton/production 1.55 1.45 1.42
per ton of alumina
Energy Consumption
Comprehensive energy 10,000-ton of 2,540.74 2,823.00 2,760.74
consumption standard coal
Air Emissions
The amount of SO2 emission 10,000-ton 3.46 5.56 5.94
Wastewater Discharge
Industrial wastewater 10,000-ton 0 0 0
Mine discharge 10,000-ton 31.14 562.80 730.23
The amount of ammonia nitrogen ton 1.54 1.22 0.53
discharged
Hazardous Wastes
Total amount of hazardous wastes ton 149,505 392,700 541,200
Amount of hazardous waste ton/RMB10,000 0.0055 0.01354 0.02404
per RMB10,000 of operating
income
Amount of production of waste oil ton 721 1,700 1,157
(motor oil and mineral oil)
The amount disposed of waste oil ton 629 2,800 1,177(Note 2)
(motor oil and mineral oil)
The amount of aluminum ash ton 33,047 74,200 68,232
generated
The amount of aluminum ash ton 27,035 69,300 99,479(Note 3)
disposed
The amount of overhaul slag ton 46,157 212,300 265,427(Note 4)
generated
The amount of overhaul slag ton 99,855 236,400 319,515(Note 5)
disposed
Use of Resources
Total water consumption 100 million-ton 32.37 42.96 40.79
In which: circulating water 100 million-ton 31.36 42.02 39.85
consumption
Total freshwater consumption 100 million-ton 1.02 0.94 0.94
Water consumption per ton/RMB10,000 120.00 147.63 181.23
RMB10,000 of operating
income
Freshwater consumption per ton/RMB10,000 3.78 3.23 4.18
RMB10,000 of operating
income
The amount of packaging material 10,000-ton 1.49 2.76 2.12
used
Amount of Packaging Material 10,000-ton/RMB10,000 0.00055 0.00095 0.00094
used per RMB10,000 of
operating income
Note 1: The Company focused on its principal business and scaled down the low-margin trading business in 2023,
resulting in a 22.65% year-on-year decrease in the operating revenue, which led to an increase in the emission
intensity calculated based on operating revenue.
Note 2: The disposal amount includes the storage amount of 126 tons in the previous year.
Note 3: The disposal amount includes the storage amount of 43,175 tons in the previous year.
Note 4: In 2023, due to the impact of power supply limit in Yunnan and Guizhou Provinces, the Company carried out a
planned shutdown of electrolytic cells for maintenance, which led to an increase in the generation of overhaul
slag and carbon residue.
Note 5: The disposal amount includes the storage amount of 90,691 tons in the previous year.
Note 6: The disposal amount includes the storage amount of 50,874 tons in the previous year.
In the aspect of social welfare, the Company is dedicated to comprehensively integrating social
responsibility management into its development strategy and routine operations, and engages
in philanthropic activities such as the assistance to Qinghai and Tibet, volunteering services,
participating in earthquake relief work, providing overseas assistance, while actively contributing to
the major initiative of rural revitalization. These efforts aim to support sustainable development in
poverty-stricken areas and demonstrate the corporate responsibility and commitment of a central
enterprise.
In 2023, the Company donated a total of RMB15 million in the assistance to Qinghai and Tibet.
Additionally, in response to earthquake disasters in Gansu and Qinghai provinces, the Company
contributed RMB10 million and RMB5 million respectively. Enterprises in Gansu and Qinghai
promptly delivered disaster relief materials to the frontline, providing warmth and condolences
to the affected people in the disaster-stricken areas. To support rural revitalization, the Company
has contributed to the development of cultural, sports, medical, and public welfare initiatives
in designated assisted villages and towns. In 2023, over 20 affiliated entities of the Company
undertook rural revitalization assistance tasks in 11 provinces and autonomous regions across the
country, covering 16 towns and 24 villages in 13 districts and counties. Moreover, the Company
continues to carry out youth volunteer activities, and currently owns 86 youth volunteer service
organizations, with 8,964 registered youth volunteers. In the year 2023, the total volunteer service
duration exceeded 200,000 hours. To strengthen international cooperation, Chalco Guinea actively
promoted local infrastructure construction innovatively engaged in agricultural assistance, and also
provided technical training for local community members, increased local employment rates, as well
as promoted the development of small- and medium-sized enterprises.
For more information regarding the social responsibility and environmental protection of the
Company, please refer to the 2023 Social Responsibility and Environmental, Social and Governance
Report of Aluminum Corporation of China Limited, which was disclosed separately by the Company.
FINANCIAL SUMMARY
The results of the Group for the year ended 31 December 2023 are set out in the consolidated
statements of profit or loss and other comprehensive income on pages 207 to 209. A five-year
financial summary of the Group is set out on pages 7 to 9.
Dividend policy
(1) Taking full account of return to investors and distributing dividend to shareholders in
proportion to the distributable dividend realised for the year, if the Company’s profit for
the year and its cumulative undistributed profit are positive;
(2) Maintaining the continuity and stability of the Company’s dividend distribution policy,
while at the same time taking care of the interest of the Company in the long term, the
interest of the shareholders as a whole, as well as the sustainable development of the
Company;
(3) The Company may distribute dividends in cash, in shares or in a combination of both
cash and shares. The Company shall give priority to dividend distribution in cash.
Subject to conditions, interim profit distribution may be made by the Company.
(1) The Company’s profit distribution plan shall be prepared by the management and
submitted to the Company’s Board and Supervisory Committee for consideration. The
Board shall thoroughly discuss the rationality of the profit distribution plan and form an
ad hoc resolution before submitting to the general meeting for consideration.
(2) Where the Company has no cash dividend distribution proposal under the special
circumstances, the Board shall explain the specific reasons for not distributing cash
dividends, the exact purpose for the retained profit and the estimated investment
return, submit the same to the general meeting for consideration after independent
directors have expressed their opinions thereon, and disclose the same in the media
designated by the Company.
After the profit distribution plan has been resolved at the general meeting of the Company,
the Board shall complete the dividend (or share) distribution within two months after the date
of the general meeting.
DIVIDENDS
During the reporting period, the Company completed the final dividend payment for the year 2022
on 18 August 2023, with a total cash dividend of RMB617,817,295.84, including a cash dividend of
RMB0.036 per A share (tax included) and a cash dividend of HKD0.0394 per H share (tax included).
The total amount of the dividend payment accounted for approximately 14.74% of the net profit
attributable to shareholders of the listed company in the consolidated financial statements for the
year 2022.
In 2023, the Company achieved profits and accumulated positive undistributed profits. As
considered and approved by the Company at the 20th meeting of the eighth session of the Board
held on 27 March 2024, the final dividend distribution plan of the Company for 2023 is as follows:
The Board of the Company proposed to distribute cash dividend at RMB0.08 per share (tax
inclusive) to the shareholders of the Company. Based on the Company’s current total issued
share capital of 17,158,381,228 shares, the total dividend of the Company for 2023 amounted
to approximately RMB1,373 million (tax inclusive), accounting for approximately 20.44% of the
Company’s net profit attributable to shareholders of the listed company for 2023.
The above dividend distribution plan is subject to the consideration and approval at the general
meeting of the Company. If approved, the Company will issue a separate announcement on
the implementation of the dividend distribution and determine the record date for the dividend
distribution. If there is any change in the total share capital of the Company before the record date
for the implementation of the profit distribution, the Company will maintain the total amount of
dividend distribution unchanged and adjust the distribution amount per share accordingly, and will
announce the details of the adjustment separately.
2023 2022
SHARE CAPITAL
The total share capital of the Company was 17,161,591,551 shares as of 31 December 2023. As of
the date of this report, the total share capital of the Company was 17,158,381,228 shares.
CORPORATE BONDS
As of 31 December 2023, the corporate bonds issued by the Company which were existing (including
those matured) during the reporting period are as follows. All the proceeds raised from such bonds
are used to replace the Company’s debts or replenish working capital.
Notes:
1. In the above table, 2018 Corporate Bonds (Tranche 1) (Type 2) were issued in the amount of RMB900 million, and
since such bonds matured and were redeemed in September 2023, the ending balance of such bonds was RMB0.
2. In the above table, 2018 Corporate Bonds (Tranche 2) (Type 2) were issued in the amount of RMB1.6 billion, and
since such bonds matured and were redeemed in November 2023, the ending balance of such bonds was RMB0.
3. In the above table, 2020 Corporate Bonds (Tranche 2) were issued in the amount of RMB1 billion, and since such
bonds matured and were redeemed in March 2023, the ending balance of such bonds was RMB0.
In addition to the above-mentioned corporate bonds publicly issued on the SSE, the Company also
issued a number of debt financing instruments (including medium-term notes, super short-term
commercial paper, etc.) in the national inter-bank bond market. As of 31 December 2023, the debt
financing instruments issued and existing (including those matured) by the Company during the
reporting period are as follows:
2019 first tranche of medium- 19 Chalco 101900733 22 May 24 May 20 4.08 Inter-bank
term notes MTN001 2019 2024 bond market
2020 first tranche of medium- 20 Chalco 102000388 25 March 26 March 0 2.93 Inter-bank
term notes MTN001 2020 2023 bond market
2021 first tranche of medium- 21 Chalco 102103308 17 December 21 December 10 3.10 Inter-bank
term notes MTN001 2021 2024 bond market
2022 first tranche of medium- 22 Chalco 102280232 26 January 27 January 20 3.00 Inter-bank
term notes MTN001 2022 2025 bond market
2022 first tranche of green 22 Chalco 132280014 22 February 23 February 4 2.68 Inter-bank
medium-term notes (carbon- GN001 2022 2025 bond market
neutral bonds)
2022 third tranche of medium- 22 Chalco 102281847 17 August 3+N 10 2.87 Inter-bank
term notes MTN003 2022 bond market
2022 second tranche of green 22 Chalco 132280045 28 April 20 January 0 2.00 Inter-bank
super short-term commercial GN002 2022 2023 bond market
paper (carbon-neutral
commercial paper)
2022 fourth tranche of super 22 Chalco 012282871 16 August 13 February 0 1.58 Inter-bank
short-term commercial paper SCP004 2022 2023 bond market
2023 first tranche of super 23 Chalco 012384094 10 November 12 January 20 2.29 Inter-bank
short-term commercial paper SCP001 2023 2024 bond market
(tech note) (tech note)
Notes:
1. In the above table, 2020 first tranche of medium-term notes were issued in the amount of RMB900 million, and since
such notes matured and were redeemed in March 2023, the ending balance of such notes was RMB0.
2. In the above table, 2022 second tranche of green super short-term commercial paper (carbon-neutral commercial
paper) was issued in the amount of RMB600 million, and since such bonds matured and were redeemed in January
2023, the ending balance of such bonds was RMB0.
3. In the above table, 2022 third tranche of super short-term commercial paper was issued in the amount of RMB1
billion, and since such bonds matured and were redeemed in March 2023, the ending balance of such bonds was
RMB0.
4. In the above table, 2022 fourth tranche of super short-term commercial paper was issued in the amount of RMB1
billion, and since such bonds matured and were redeemed in February 2023, the ending balance of such bonds was
RMB0.
The funds raised from the issuance of the above debt financing instruments were used to replace
the Company’s debts and replenish working capital, repay project loans and construct investing
projects.
RESERVES
Movements in the reserves of the Group and of the Company during the year are set out in the
consolidated statements of changes in equity on pages 210 to 211 and note 20 to the financial
statements.
Details of the movements in property, plant and equipment of the Group are set out in note 6 to the
financial statements.
DISTRIBUTABLE RESERVES
Pursuant to the Articles of Association of the Company, where there are differences between
the PRC Accounting Standards for Business Enterprises and the International Financial Reporting
Standards, the distributable reserves for the relevant period shall be the lower of the amounts
shown in the two different financial statements.
As of 31 December 2023, the Company’s distributable reserves were RMB5,591 million calculated
in accordance with the PRC Accounting Standards for Business Enterprises and the Company’s
distributable reserves were RMB4,896 million in accordance with the International Financial
Reporting Standards.
USE OF PROCEEDS
During the reporting period, the Company did not raise any proceeds.
MAJOR INVESTMENTS
The Inner Mongolia Huayun’s Phase III project for 420,000 tons of light alloy materials has a total
estimated investment of RMB3,026 million. By the end of 2023, a total investment of RMB2 billion
had been allocated.
The Qinghai Branch’s project for the replacement and upgrading of 500,000 tons of 600KA
electrolytic cell capacity has a total estimated investment of RMB3,982 million. By the end of 2023,
the construction of the project had not yet commenced officially.
The Baotou Aluminum 1,200MW new energy project in Darhan-Muminggan Joint County has a total
estimated investment of RMB6,024 million. By the end of 2023, the construction of the project had
not yet commenced officially.
PRE-EMPTIVE RIGHTS
Pursuant to the Articles of Association of the Company and the PRC laws, there are no pre-emptive
rights that require the Company to offer new shares to its existing shareholders on a pro-rata basis.
DONATIONS
The Group had contributed approximately RMB30.7714 million (including the assistance to Qinghai
and Tibet, the assistance to targeted poor areas and other donations) in 2023 (2022: approximately
RMB29.91 million).
(a) Litigation
There was no significant litigation pending during the reporting period which was required to
be disclosed.
There were no significant contingent liabilities during the reporting period which was required
to be disclosed.
As of the date of this report, the Board, Supervisory Committee and other senior management of
the Company comprise:
Directors
Executive Directors
Non-executive Directors
Supervisors
Shan Shulan (resigned) Re-appointed on 21 June 2022, and resigned on 6 February 2024
Yue Xuguang (resigned) Re-appointed on 21 June 2022, and resigned on 10 August 2023
Profiles of the current Directors, Supervisors and other senior management are set out on pages 15
to 22.
Pursuant to provisions of the Articles of Association of the Company, the term of office for a
director or a supervisor is three years, subject to re-election. Each Director and Supervisor has
therefore entered into a service contract with the Company, but all such service contracts are
terminable by the Company within one year without payment of compensation (other than statutory
compensation). Details of the Directors’ and Supervisors’ remunerations and remunerations of the
five highest paid individuals are set out in note 33 to the financial statements.
Mr. Chen Pengjun, a non-executive Director of the Company (who was appointed on 21 June 2022),
issued a statement to the Company that he voluntarily waived his remuneration as a Director of the
Company. Since his appointment, he has voluntarily waived his remuneration as a Director of the
Company. Accordingly, Mr. Chen Pengjun did not receive any remuneration from the Company in
2023. According to the Resolution in relation to the Determination of Remuneration Standards for
Directors and Supervisors of the Company for the year 2023 considered and approved at the 2022
annual general meeting held on 20 June 2023, the annual remuneration standard before tax for the
non-executive Directors of the Company for 2023 was RMB150,000.
Save as disclosed above, as of 31 December 2023, there were no arrangements under which any
Director or Supervisor of the Company had waived or agreed to waive any remuneration.
As of 31 December 2023, all Directors, Supervisors and other senior management of the Company
were covered under the liability insurance purchased by the Company for them.
I N T E R E S T S O F D I R E C T O R S, S U P E R V I S O R S A N D C H I E F
EXECUTIVE IN SHARES OF THE COMPANY AND ITS
ASSOCIATED CORPORATIONS
As of 31 December 2023, the interests held by the Directors, Supervisors and president (chief
executive) of the Company were as follows:
1. Mr. Zhu Runzhou, an executive Director and president of the Company, directly held 270,000
A shares of the Company.
2. Mr. Ou Xiaowu, an executive Director of the Company, directly held 250,000 A shares of the
Company.
3. Mr. Jiang Tao, an executive Director and vice president of the Company, directly held 230,000
A shares of the Company; Ms. Shi Biqiong, the spouse of Mr. Jiang Tao, directly held 4,000 A
shares of the Company. Pursuant to the Securities and Futures Ordinance of Hong Kong, Mr.
Jiang Tao is deemed to be interested in the 4,000 A shares of the Company held by Ms. Shi
Biqiong.
4. Ms. Xu Shuxiang, a Supervisor of the Company, directly held 4,000 A shares of the Company.
Percentage in
total issued
Position in the A shares held shares
Name Company Nature of interest in the Company of the Company
(share)
The above interests beneficially owned by Mr. Zhu Runzhou, Mr. Ou Xiaowu and Mr. Jiang Tao are
all interests granted to them under the 2021 Restricted Share Incentive Scheme of the Company.
The interests beneficially owned by Ms. Xu Shuxiang were acquired by her in the secondary market.
Save as disclosed above, as of 31 December 2023, none of the other Directors, Supervisors or
their respective associates had any interests or short positions in the shares, underlying shares or
debentures of the Company or its associated corporations (within the meaning of the Securities and
Futures Ordinance of Hong Kong), which were (a) required to be notified to the Company and the
Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures
Ordinance of Hong Kong; (b) required to be recorded in the register kept by the Company pursuant
to Section 352 of the Securities and Futures Ordinance of Hong Kong; or (c) required to be notified
to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities
Transactions by Directors of Listed Issuers (the “Model Code”).
Other senior management of the Company, in addition to those disclosed above, was granted
shares under the 2021 Restricted Share Incentive Scheme of the Company, as follows:
Number of
Name Position(s) A shares granted
(shares)
Save as disclosed above, as of 31 December 2023, none of the Directors, Supervisors, president
(chief executive), and other senior management of the Company or their spouses or children under
the age of 18 were granted the right to acquire any shares, underlying shares or debentures of the
Company or any of its associated corporations (within the meaning of the Securities and Futures
Ordinance of Hong Kong).
For the year ended 31 December 2023, none of the Directors, Supervisors or entities connected
to such Directors or Supervisors were materially interested, either directly or indirectly, in any
transaction, arrangement or contract of significance to which the Company or any of its subsidiaries
was a party.
As of 31 December 2023, the Group had 64,504 employees. The remuneration package of the
employees includes salaries, bonuses, allowances, subsidies and welfare benefits including
medical care, housing subsidies, childbirth, unemployment, work-related injury, pension and other
miscellaneous items.
The Company strictly implemented the labour laws, regulations and policies promulgated by
the State and local governments, and has established a retirement pension protection system
covering all employees in accordance with the Social Insurance Law of the People’s Republic of
China and the relevant requirements of local social insurance coordination, and all the full-time
employees of the Group have participated in the basic pension insurance set by the government in
accordance with the national policy. For the year ended 31 December 2023, the Group paid basic
pension insurance premiums at 16% of the employees’ remuneration; at the same time, individual
employees also contributed to basic pension insurance at a percentage of their own remuneration as
set by the government. Upon employees reaching the statutory retirement age, the Company shall
handle the retirement approval procedures, pension withdrawal procedures and social management
procedures for the employees in accordance with the laws and regulations to ensure that the
retired employees receive a monthly basic pension. In addition, in accordance with national policies
and the relevant provisions of the Company’s system, the Company and eligible subsidiaries of the
Company have established enterprise annuities plans. The expenses required for the enterprise
annuities shall be paid jointly by the enterprises and the individual employees. Employees can
choose to join or not to join the enterprise annuities plans on a voluntary basis. By the end of 2023,
the Company established enterprise annuities plans for 86 eligible companies.
As at 31 December 2023, the Group had no forfeited contributions available for deduction of
contributions payable in future years. For the year ended 31 December 2023, the Group had no
defined benefit plan.
The Company has a standardized employment system, established a management system based on
the labour contract law and introduced a series of labour contract management measures covering
employment, recruitment, termination, remuneration, promotion and anti-discrimination, which
effectively enhances the efficiency and fairness of human resources management and protects the
relevant rights and interests of employees. The Company formulated the Management Measures
for Public Recruitment of Aluminum Corporation of China Limited, Management Measures for
Competitive of Employees of Aluminum Corporation of China Limited, Implementation Measures for
the Downgrading and Incompetence Exit of Corporate Leaders of Aluminum Corporation of China
Limited, and other regulations, which clearly define the implementation scope and work flow of
open recruitment, focusing on building a competitive and merit-based market-oriented employment
mechanism, thus practically making it possible for employees to go to a higher or a lower post, or
be appointed or dismissed based on their competency.
Regarding employee remuneration, the Company follows the 2023 Payroll Linkage Scheme for
Enterprises of Aluminum Corporation of China Limited as the basis for the Company’s remuneration
management policy. The Company mainly implements quarterly assessments and payouts based
on the “mechanism for determining total payroll by linking the total payroll of enterprises with
economic benefits”. First, in accordance with key performance indicators such as the complete
cost and total profit of the enterprises, differentiated incentives are implemented. Second,
highlighting the contribution to profitability, the remuneration structure features tiered progressive
incentives, designed to reward the enterprises based on their contribution to the Company’s net
profit targets. Third, positive incentives approach is adopted under the principle of “as profitability
rises, wages rise, and as profitability decreases, wages decrease”. Considering the enterprise’s
actual situation, measures of “raising low wages and expanding the group with middle wages” are
taken to reasonably regulate the income gap among frontline employees. Fourth, focus is placed
on adjustment against benchmark. In routine assessments, profitability is given priority, and the
annual one-time bonus is primarily based on benchmark improvements in indicators such as cost
competitiveness, profit contribution, ROA, and profit rate of labour costs, encouraging high-quality
operational development of the enterprises.
In order to achieve medium and long-term incentives, the Company implemented the Restricted
Share Incentive Scheme in 2022, granting restricted shares to Directors, senior management,
middle management and technical and business backbones of the Company, and formulated the
corresponding implementation methods of the assessment and management measure, linking
the Company’s performance, personal evaluation and incentive payment to further mobilize the
management and business backbones of the Company and promote the long-term sustainable
development of the Company.
The Company continued to build a comprehensive and systematic employee training system to
help employees improve their working ability and career value, and provided employees with
a fair competitive environment and promotion opportunities. The Company was committed to
constructing a composite talent team that is suitable for the overall development of the Company,
carried out various training activities at different levels and classifications, actively built an “online
+ offline” training system, thereby promoting the growth and development of employees in various
aspects. In this way, the Company has further improved the comprehensive quality, professional
levels and business skills of the team, and ensured the sustainable development of the Company’s
human resources. For details of the trainings for employees of the Company in 2023, please refer to
the section headed “Social Responsibility and Environmental Protection” in this report and the 2023
Social Responsibility and Environmental, Social and Governance Report of Aluminum Corporation of
China Limited separately disclosed by the Company.
In accordance with the authorization granted during the 2022 first extraordinary general meeting,
2022 first class meeting for A shareholders, and 2022 first class meeting for H shareholders held
on 26 April 2022, at the 16th meeting of the eighth session of the Board of the Company convened
on 25 October 2023, the Company considered and passed the Resolution on Adjustment to the
Repurchase Price of Restricted Shares under the Company’s 2021 Restricted Share Incentive
Scheme, and the Resolution on the Repurchase and Cancellation of Partial Restricted Shares
Granted to Incentive Participants but Not Yet Unlocked. The approved resolutions allowed the
Company to repurchase and cancel all or part of the 3,210,323 restricted shares which had been
granted to 43 Incentive Participants but not yet unlocked at the adjusted repurchase price of
RMB3.01 per share (first grant) and RMB2.17 per share (reserved grant). As of 31 December 2023,
the Company had paid the amount for repurchase of the restricted shares of RMB9,552,922.17
to all the 43 Incentive Participants. The cancellation procedure for the foregoing repurchased
and cancelled restricted shares was completed on 26 January 2024, through the CSDC Shanghai
Branch.
Save as aforesaid, the Company did not have any other repurchases, sales, or redemptions of its
own shares during the reporting period.
MANAGEMENT CONTRACTS
No contract concerning the management or administration of the whole or any substantial part of
the business of the Company was entered into or subsisted during the year.
1. Major customers
By adhering to the marketing philosophy of “honesty and service first”, and maintaining an
orderly and efficient marketing management system, the Company has established a sales
network covering operations nationwide and overseas. The Company values the customer
product experience and actively engages in pre-sales, during-sales, and after-sales services,
striving to provide customers with higher quality services.
The Company also values customer feedback, and maintains open channels of communication
with customers. The Company has established a mechanism for handling post-sales service
feedback, outlining procedures for customer complaints, response times, and other relevant
details. In cases of product quality disputes or quality incidents, the Company has developed
appropriate handling procedures. Meanwhile, the Company also emphasizes the prevention of
quality problems by formulating and implementing measures to prevent them. The Company
2023 ANNUAL REPORT 105
Report of the Board (Continued)
properly maintains records on the handling of various quality problems, documents and files
analysis records, handling reports, accountability identification results, and other related data.
In 2023, the Company actively carried out marketing activities on the green aluminium
value chain, and promoted the creation of a low-carbon aluminium brand. Leveraging
the advantages of the Company’s green and low-carbon aluminium brand, the Company
established connections with leading end-user enterprises in the green aluminium sector,
fully exploring new avenues for mutually beneficial cooperation. Additionally, the Company
intensified efforts to cultivate the green aluminium market, standardized the pricing model
for green aluminium products, actively developed new customers for green aluminium, and
translated the brand effect into tangible value benefits.
The Company’s major customers are, in respect of alumina, domestic electrolytic aluminium
enterprises, and in respect of primary aluminium, domestic aluminium fabrication enterprises
and distributors.
The Company sells alumina products to customers mainly through long-term sales
agreements and spot market sales. The Company sells self-produced alumina and certain
alumina products sourced from external suppliers under spot contracts signed with third
parties and long-term sales agreements with a term ranging from one to three years. Such
long-term sales agreements usually specify annual or monthly sales quantities, pricing
mechanisms, payment terms, place of delivery and delivery method for the alumina sold. The
selling prices for alumina sold on the spot market are determined by the Company by taking
into account (i) domestic and international situation of supply and demand; (ii) CIF price of
imported alumina arrived at Chinese ports and import related expenses; (iii) international and
domestic transportation costs; (iv) the impacts of national policy on raw materials required for
alumina enterprises; and (v) the Company’s short-term and medium-term forecast for alumina
market.
The Company sells primary aluminium products to customers mainly through the following
three ways: (i) sales agreements, which are entered into between the Company and its
customers that have longstanding business relationship with it, generally with a term of
one year and selling prices determined based on the prices quoted on the Shanghai Futures
Exchange and prevailing market prices; (ii) futures contracts ranging from one to twelve
months on the Shanghai Futures Exchange; and (iii) spot market sales, with selling prices
determined by reference to such factors as market spot prices and transportation costs.
In 2023, the sales to the five largest customers of the Company amounted to RMB19,334.54
million and accounted for 8.57% of the Company’s total annual sales, among which, sales
to related parties were RMB3,573.85 million, accounting for 1.58% of the Company’s total
annual sales.
2. Suppliers
Building a stable and sustainable supply chain is the core link of the Company’s business
development. The Company strives to provide an open, transparent and fair collaboration
environment for suppliers, and keeps building a stable and sustainable supply chain by
optimizing management system, standardizing management measures, establishing digital
procurement platform. The Company ensures the stable and sustainable supply chain as well
as the benefits for suppliers, and supports suppliers to make better management that enable
developments in the supply chain for both suppliers and the Company.
The Company follows a supplier eligibility classification based on the type of supplied
materials, which is divided into four template categories: collective procurement and regional
procurement supplier eligibility, self-operated supplier eligibility, warehousing supplier
eligibility, and service and self-use product supplier eligibility. Each template specifies
detailed scoring criteria, and all assessment dimensions are objective. The scoring is done in
different brackets for each project during the eligibility evaluation. The Company rigorously
verifies various supporting documents provided by suppliers to ensure that different scores
correspond to their respective supporting documents. Meanwhile, the Company conducts
checks on the supplier’s past business violations. It is explicitly stipulated that suppliers
should not have serious records of violating social responsibility-related regulations in
society or the industry; otherwise, they cannot be shortlisted as suppliers for the Company’s
collective procurement or regional procurement. Environmental management system
certification and occupational health and safety management system certification for suppliers
are also included as scoring items for eligibility assessment. Extra points are awarded
to suppliers with green certification in the annual assessment of suppliers, and separate
awards for green and environmental protection are set up in the annual recommendation of
excellent suppliers to give full recognition to companies that have made contributions to the
environment. In addition, the Company requires on-site inspections for suppliers of bulk raw
materials such as coal, petroleum coke, calcined coke, caustic soda, anodes, etc., which are
eligible for entry, and on-site inspection reports should be issued. On-site inspection reports
shall include details about the inspection itinerary, supplier’s factory location and premises,
supplier’s transportation capabilities, production equipment, product details, supplier’s
production and management system, supplier’s performance, personnel information,
advantages of choosing the supplier, and other relevant information.
In 2023, the procurement from the five largest suppliers of the Company amounted to
RMB25,220.06 million, accounting for 12.84% of the total annual procurement, among which,
procurement from related parties was RMB4,679.56 million, accounting for 2.38% of the
Company’s total annual procurement.
The Articles of Association of the Company, the Rules of Procedures for the General Meeting of
Aluminum Corporation of China Limited (the “Rules of Procedures for the General Meeting”),
the Rules of Procedures for the Board Meetings of Aluminum Corporation of China Limited (the
“Rules of Procedures for the Board Meetings”), the Rules of Procedures for the Meetings of the
Supervisory Committee of Aluminum Corporation of China Limited (the “Rules of Procedures for
the Meetings of the Supervisory Committee”), the detailed implementation rules for the special
committees under the Board, the Code of Conduct for Securities Dealings by Directors, Supervisors
and Specific Employees and other relevant systems of the Company constitute the framework
for the codes on corporate governance of the Company. The Board has reviewed its corporate
governance documents and is of the view that such documents have incorporated the principles
and code provisions in the Code on Corporate Governance (the “CG Code”) as set out in Appendix
C1 of the Hong Kong Listing Rules and the Guidelines of the Shanghai Stock Exchange for Internal
Control of Listed Companies (the “Internal Control Guidelines”).
AUDIT COMMITTEE
The written terms of reference in relation to the authorities and duties of the Audit Committee were
prepared and adopted in accordance with and with reference to “A Guide for the Formation of an
Audit Committee” published by the Hong Kong Institute of Certified Public Accountants.
The financial statements of the Company for the year ended 31 December 2023 have been
reviewed by the Audit Committee of the Company.
AUDITORS
The financial statements in this report have been audited by PricewaterhouseCoopers.
PricewaterhouseCoopers was the auditor of the Company for its 2023 Hong Kong annual report.
PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers have been engaged as the
domestic and overseas auditors of the Company since 2020. PricewaterhouseCoopers Zhong Tian
LLP is principally responsible for the Company’s domestic and US audit (including internal control
audit), while PricewaterhouseCoopers is principally responsible for the Company’s Hong Kong audit.
Upon consideration and approval at the tenth meeting of the eighth session of the Board held
on 21 March 2023 and the 2022 annual general meeting of the Company held on 20 June 2023,
PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers were re-appointed by the
Company as the 2023 domestic and overseas auditors of the Company. The Company has not
changed its auditor in the past four years.
For further details of the auditors of the Company, please refer to the section headed “Auditors’
Remuneration” of the “Report on Corporate Governance and Internal Control” in this annual report.
In 2023, pursuant to duties conferred by Articles of Association and the Rules of Procedures for
the Supervisory Committee of the Company, the Supervisory Committee of the Company has
performed its supervisory function diligently and dutifully with the attitude of being responsible
to all shareholders, supervised the Company’s legal operation and the performance of duties by
the Company’s Directors and senior management, continuously standardized the supervision
behaviour, improved the supervision efficiency, enhanced the transparency and standardisation
of the Company’s operations, maintaining a good image of the Company in the capital market and
protecting the interests of investors, especially small and medium-sized investors, through regular
or irregular meetings.
Mr. Ye Guohua (Chairman of the Supervisory Committee and re-appointed on 21 June 2022)
Ms. Shan Shulan (Re-appointed on 21 June 2022 and resigned on 6 February 2024)
Mr. Yue Xuguang (Re-appointed on 21 June 2022 and resigned on 10 August 2023)
In 2023, four meetings were held by the Supervisory Committee of the Company, all
conducted through on-site sessions. The particulars are as follows:
20 March The 5th Meeting of Six resolutions were considered and approved, including the
2023 the eighth session resolutions on the Company’s 2022 annual report, annual
of the Supervisory working report of the Supervisory Committee, internal control
Committee assessment report, annual profit distribution proposal, ESG
report, and provision for asset impairment
24 April The 6th Meeting of The resolution on the first quarterly report for 2023 was
2023 the eighth session considered and approved
of the Supervisory
Committee
21 August The 7th Meeting of Two resolutions were considered and approved, including
2023 the eighth session the Company’s 2023 interim report and the resolution on
of the Supervisory changing the Company’s income tax accounting policy
Committee
24 October The 8th Meeting of Three resolutions were considered and approved, including
2023 the eighth session the resolutions on the Company’s 2023 third quarterly
of the Supervisory report, adjustment to the repurchase price of restricted
Committee shares under the Company’s 2021 Restricted Share
Incentive Scheme, and the repurchase and cancellation of
partial restricted shares granted to incentive participants
but not yet unlocked
All of the above-mentioned meetings of the Supervisory Committee were in accordance with
the relevant provisions of the Company Law of the People’s Republic of China (the “Company
Law”), the Articles of Association and the Rules of Procedures for the Meetings of the
Supervisory Committee of the Company.
In 2023, each Supervisor of the Company effectively supervised the Company’s business
decisions, accounting, internal control, related party transactions and other matters such as
organizing and convening supervisory meetings, attending general meetings, sitting in the
Board meetings to indicate operating risks and propose operation-related suggestions. The
details are as follows:
The Supervisory Committee exercised supervision in routine work over the legal
compliance and legality of the Company’s operation and management. It has also
exercised supervision over the work performance of the Company’s Directors and
senior management. The Company’s operation and decision-making procedures have
complied with the Company Law, the Articles of Association and regulations and rules
of the Company. No authorization beyond prescribed scope or damages to the interests
of the Company and the shareholders has been found.
The Supervisory Committee considered and supervised the work carried out by the
Company in respect of energy conservation and emission reduction, science and
technology innovation, safety and environmental protection for the year 2022 by way of
considering the annual ESG report. The Supervisory Committee is of the view that the
Company’s ESG report fully reflected the Company’s efforts in social responsibility, and
affirmed the effectiveness of the Company’s work in ESG, which met various regulatory
requirements, and also positively responded to the relevant demands of investors and
rating agencies.
In 2024, in accordance with the powers stipulated in the Company Law and other relevant
laws and regulations as well as the Articles of Association, the Supervisory Committee of
the Company will further strengthen its supervision in the Company’s operation, financial
report, related party transactions, internal control and so forth. The Supervisory Committee
will well perform its duties of the supervision on the members of the Board and the senior
management of the Company, so as to safeguard the legitimate interests of the shareholders
of the Company.
The Articles of Association, the Rules of Procedures for the General Meeting, the Rules of
Procedures for the Board Meetings, the Rules of Procedures for the Meetings of the Supervisory
Committee, the detailed implementation rules for the special committees under the Board, the
detailed implementation rules for independent Directors, the Code of Conduct for Securities
Dealings by Directors, Supervisors and Specific Employees and other relevant systems of the
Company constitute the corporate governance documents of the Company. After reviewing such
documents, saved as described below, the Board believed that the Company had fully complied
with the CG Code and the Internal Control Guidelines in 2023, and implemented them in a stricter
way in some areas:
3. In addition to the Audit Committee, the Remuneration Committee and the Nomination
Committee under the Board, the Company has also established the Development and
Planning Committee and the Occupational Health & Safety and Environment Committee.
4. All members of the Audit Committee under the Board are independent non-executive
Directors, among whom, Ms. Chan Yuen Sau Kelly, the chairman of such committee, a senior
member of the Association of Chartered Certified Accountants (ACCA), a senior member
of the Hong Kong Institute of Certified Public Accountants (HKICPA), a senior member of
the Hong Kong Institute of Directors (HKIoD) and a bachelor with honours of Accounting
Department, City University of Hong Kong, possesses extensive professional experience in
finance and auditing and is the financial expert of the Board of the Company.
The Board of the Company has reviewed its corporate governance documents and Internal Control
Guidelines, and is of the view that, saved as described below, the Company has complied with the
code provisions in the CG Code and Internal Control Guidelines for the year ended 31 December
2023.
Code Provision C.2.1 of the CG Code stipulates that the roles of chairman and chief executive
officer should be separated and should not be performed by the same individual. According to the
announcement of the Company dated 19 July 2023, Mr. Liu Jianping resigned as the chairman, an
executive Director and all positions in each of the special committees under the Board due to work
adjustment. In view of the resignation of Mr. Liu Jianping, in order to ensure the normal operation
of the Company and the Board, in accordance with the provisions of the Company Law and the
Articles of Association of the Company, during the period from the resignation of Mr. Liu Jianping
to the election of a new chairman of the Board of the Company, all Directors of the Company jointly
recommended Mr. Zhu Runzhou, an executive Director and the president, to serve as the acting
chairman and acting legal representative of the Company. Accordingly, the Company has briefly
deviated from Code Provision C.2.1 of the CG Code. Notwithstanding the above, the Board believes
that the balance of power and authority is adequately ensured by the operation of the Board, which
comprises experienced talents with a sufficient number of independent non-executive Directors,
and therefore, the performance of the roles of the chairman of the Board and the president of
the Company concurrently by Mr. Zhu Runzhou will not impair the balance of power and authority
between the Board and the management of the Company; therefore, the deviation from Code
Provision C.2.1 of the CG Code is appropriate in such circumstance. The Company has elected Mr.
Dong Jianxiong, an executive Director, as the chairman of the Company on 19 September 2023.
Therefore, currently the Company has met the requirements set out in Code Provision C.2.1 of the
CG Code.
The Board has formulated written guidelines on securities dealings by the Directors, Supervisors
and relevant employees of the Company, the terms of which are more stringent than the required
standards set out in the Model Code under Appendix C3 to the Hong Kong Listing Rules and the
Rules Governing Listing of Stocks on the Shanghai Stock Exchange. After a specific enquiry by the
Company, all Directors, Supervisors and relevant employees have confirmed their compliance with
the required standards set out in the written guidelines.
BOARD OF DIRECTORS
According to the Articles of Association of the Company, the Board of the Company consists of nine
Directors. During the reporting period, the members of the Board of the Company include:
Executive Directors:
Mr. Liu Jianping (Chairman, resigned on 19 July 2023)
Non-executive Directors:
According to the Articles of Association of the Company, the Directors (including non-executive
Directors) have a term of office of three years and may be re-appointed by election. The Board of
the Company confirmed that it has received the annual written confirmation of independence from
each independent non-executive Director, and after careful consultation, it considered that Mr. Qiu
Guanzhou, Mr. Yu Jinsong and Ms. Chan Yuen Sau Kelly were all independent.
The term of office of the independent non-executive Directors of the Company shall not exceed
six years in accordance with the relevant provisions of the Management Measure for Independent
Directors of Listed Companies of the CSRC, the Articles of Association, the Rules of Procedures
for the Board Meeting and the Detailed Implementation Rules for Independent Directors of the
Company. The independent non-executive Directors receive fixed remuneration annually, and their
remuneration standards shall be formulated by the Remuneration Committee under the Board of
the Company, and finally approved by the general meeting after consideration and approval by the
Board. The independent non-executive Directors shall not participate in any share incentive scheme
of the Company.
Mr. Qiu Guanzhou, Mr. Yu Jinsong and Ms. Chan Yuen Sau Kelly, the three existing independent
non-executive Directors of the Company, are experts in the fields of metal mining, economic
law and financial accounting, respectively. Since their appointment, they have been diligent
and conscientious in their duties, carefully studied, fully discussed, made prudent decisions
and expressed independent opinions on matters submitted to the Board for consideration, and
provided valuable advice for the development of the Company and the Board with their extensive
professional knowledge and experience. In addition to the independent opinions provided by the
independent non-executive Directors, the Board of the Company also engages external auditors,
asset valuers and independent financial advisers to provide professional and independent opinions
to the Board in accordance with the provisions of the Articles of Association and the Rules of
Procedures for the Board Meetings when considering matters such as periodic reports, significant
related party transactions and material asset reorganisation. All Directors of the Company may seek
advice from the Company Secretary, internal legal team or personnel of any functional department,
or request to engage external professional bodies to provide independent advice and the expenses
incurred shall be borne by the Company.
The Company will further refine the working policy for independent Directors according to the
Management Measure for Independent Directors of Listed Companies, and develop the policy
for the special meetings of independent Directors, so as to further improve the duty performance
capability of independent Directors, give full play to the role of independent Directors in corporate
governance, and boost the Company’s quality improvement.
The Company has reviewed the implementation and effectiveness of the aforesaid mechanisms
and considers that the aforesaid mechanisms are able to ensure that the Board is provided with
independent views and opinions.
The Company has adopted the Board Diversity Policy, and considered the diversity of the members
of the Board from various aspects (including but not limited to gender, age, region, professional
competence, education background and experience) based on the Company’s business model
and specific needs. After reviewing the implementation of the Board Diversity Policy in 2023, the
Company considers that it has been effectively implemented. In terms of the implementation of the
Board Diversity Policy, the Company has adopted the following measurable objectives:
• At least one independent non-executive Director in the Board shall reside in Hong Kong;
• At least one financial expert in the Board shall have the professional qualifications and
experience in finance and audit recognized by the regulatory authorities;
• The age composition of Directors is reasonable. Among the existing nine Directors, seven
aged 40–60, one aged 60–70 and one aged over 70;
• The professional diversity of Directors. The existing nine Directors have different academic
qualifications and professional backgrounds, and have deep attainments and rich experience
in corporate management, energy, metal mining, law, financial accounting, finance and capital
operation.
As of 31 December 2023, the Company has achieved the measurable objectives set out in the
Board Diversity Policy.
For the gender ratio of all employees and senior management of the Company, please refer to the
section headed “Employees of the Company” of “Directors, Supervisors, Senior Management and
Employees” in this report.
The major duties of the Board of the Company include: deciding on the Company’s operating
plans and investment proposals, formulating the Company’s profit distribution and loss recovery
proposals; formulating the Company’s debt and finance policies, and the issuance of bonds,
etc.; determining plans for material acquisitions or disposals as well as mergers, demergers and
dissolution of the Company; determining the establishment of internal management department
and branch of the Company; appointment and termination of senior management; formulating basic
management system of the Company; promoting the establishment of a compliance management
system and monitoring the performance of compliance management of managers; developing
the ESG management strategies and monitoring the ESG governance efforts of the management;
formulating the share incentive scheme; deciding on the Company’s external investment, purchase
or sale of assets, equity and other capital operation plans within the scope of the authorization of
general meeting, and convening general meetings and implementing the resolutions of general
meetings, etc. Details of the functions of the Board are set out in the Articles of Association. Please
refer to the “Articles of Association of Aluminum Corporation of China Limited” and the “Rules of
Procedures for the Board of Directors of Aluminum Corporation of China Limited” under “Circulars
and Announcements” on the page of “Investor Relations” on the website of the Company.
In 2023, the Board of the Company held a total of nine meetings (including seven onsite meetings
and two telecommunication meetings), and considered and approved 71 resolutions. The details of
the meeting are as follows:
Date of Convening
Meeting Session Method Resolution
21 March 2023 The 10th meeting On-site 34 resolutions were considered and approved,
of the eighth meeting including the resolutions on the Company’s 2022
session of the Annual Report, Annual Working Report of the
Board Board, ESG Report, Annual Profit Distribution
Proposal, Internal Control Assessment Report,
Audit Report on Internal Control, Comprehensive
Risk Management Report, Annual Operating
Plan, Financing Plan, Bond Issuance Plan,
Annual Plan for Monetary Financial Derivatives
Business and Annual Financing Guarantee
Plan and Production Guidance Plan and
Investment Plan for the Year 2023, 2023 Annual
Remuneration Standards for the Company’s
Directors, Supervisors and Senior Management,
c o n t i n u i n g r e l a t e d p a r t y t r a n s a c t i o n s, r e-
engagement of accounting firm, guarantees,
provision for asset impairment, appointment of
senior management, amendments to the basic
management policies, project construction,
granting of general mandate to the Board to
issue H shares and convening of annual general
meeting
25 April 2023 The 11th meeting On-site Five resolutions were considered and approved,
of the eighth meeting including the resolutions on the Company’s
session of the 2022 Annual Report on U.S. stock market and
Board 2023 First Quarterly Report, renewal of liability
insurance for Directors, Supervisors and senior
m a n a g e m e n t f o r t h e y e a r 2023–2024, t h e
connected transaction of Yunnan Aluminium
intending to transfer assets and equities to
Chinalco High-end Manufacturing, and 2023
Annual Performance Responsibility Agreement
for Senior Management
Date of Convening
Meeting Session Method Resolution
20 June 2023 The 12th meeting On-site Two resolutions were considered and approved,
of the eighth meeting including the resolutions on Guangxi Huasheng’s
session of the 2-million-ton Alumina Project and amendments
Board to the Articles of Association of the Company
19 July 2023 The 13th meeting Telecommunication Three resolutions were considered and approved,
of the eighth meeting including the resolutions on electing Mr. Zhu
session of the Runzhou as the acting chairman, nominating
Board Mr. Dong Jianxiong as an executive Director
candidate of the eighth session of the Board,
and convening the 2023 first extraordinary
general meeting
22 August 2023 The 14th meeting On-site meeting Ten resolutions were considered and approved,
of the eighth including the resolutions on the Company’s
session of the proposed change to the accounting policy,
Board the Company’s 2023 Interim Results Report,
the Company’s proposed capital injection to
Chalco Materials, Yunnan Aluminium’s proposed
transfer of 100,000-ton electrolytic aluminum
production capacity quota to Qinghai Branch,
Qinghai Branch’s Electrolytic Cell Production
Capacity Substitution and Upgrading Project,
deregistration of Chalco Zhongzhou Branch,
adjustment to the entity qualification of some
subsidiaries of the Company to carry out
commodity financial derivatives business,
amendments to the Working Rules of the
Audit Committee of the Board of Directors,
the Company’s Report on the Continuous
Assessment of the Risk of Chinalco Finance Co.,
Ltd., and appointment of the Company’s General
Legal Counsel and Chief Compliance Officer
Date of Convening
Meeting Session Method Resolution
19 September The 15th meeting On-site meeting Three resolutions were considered and approved,
2023 of the eighth including the resolutions on electing the chairman
session of the of the eighth session of the Board, electing the
Board members of the special committees under the
eighth session of the Board, and the Company’s
proposed capital injection to Guangxi Huasheng
25 October 2023 The 16th meeting On-site meeting Five resolutions were considered and approved,
of the eighth including the resolutions on the Company’s
session of the 2023 Third Quarterly Report, adjustment to the
Board repurchase price of restricted shares under the
Company’s 2021 Restricted Share Incentive
Scheme, and the repurchase and cancellation
of partial restricted shares granted to incentive
participants but not yet unlocked, dismissal of the
vice president of the Company, and formulation
of the Management Measures of Aluminum
Corporation of China Limited for Proceeds
18 December The 17th meeting On-site meeting Eight resolutions were considered and approved,
2023 of the eighth including the resolutions on the Company’s
session of the proposed participation in the equity reform of
Board Chinalco Research Institute of Science and
Technology Co., Ltd. (中鋁科學技術研究院有限公
司), the Company’s proposed participation in the
establishment of Chinalco (Xiong’an) Mining Co.,
Ltd. (中鋁(雄安)礦業有限責任公司), Zhengzhou
Institute’s proposed establishment of a joint
venture with Zhengzhou Light Metal Research
Institute Co., Ltd. (鄭州輕金屬研究院有限公司),
the Company’s proposed increase in the limit for
the existing fund preservation and appreciation
business, the Company’s 2024 investment plan,
optimization of the functions of the institutions
at the Company’s headquarters, the Company’s
implementation plan for deepening and upgrading
reform, and the 1,200MW new energy project in
Darhan-Muminggan Joint County
Date of Convening
Meeting Session Method Resolution
28 December The 18th meeting Telecommunication One resolution was considered and approved,
2023 of the eighth meeting namely the resolution on Chalco Trading Group’s
session of the proposed capital injection to Chalco Qingdao
Board International Trading Co., Ltd. (中鋁青島國際貿易
有限公司)
In 2023, all resolutions submitted to the Board of Directors of the Company for consideration
were approved, and no Directors (including independent non-executive Directors) objected to any
resolution or abstained.
The Company generally formulates the plans for the Board and general meetings and major topics
of the meetings for the following year at the end of the previous year, and sends the meeting plans
to all Directors to facilitate their schedule and ensure that each Director has the opportunity to raise
matters for discussion and being included in the agenda of the Board meetings; for the matters
which are required temporarily for consideration by the Board or the change of meeting time, the
Company also communicates with and reports to the Directors in advance and agrees on the time
and manner of holding the meetings so that each Director may attend all meetings as much as
possible.
Before the Board meeting, the Company always sends the meeting documents and relevant
materials to the Directors for their review in advance, consults Directors’ opinions on the matters
concerned in the resolutions, and answers the Directors’ concerns and reports the relevant
information. In particular, the Company reports in detail on matters that require the independent
Directors’ opinions, such as related party transactions, provision for impairment and guarantee
matters, and arranges for intermediaries such as auditors and independent financial advisers to
explain or provide opinions on periodic reports and significant related party transactions, so as to
provide the Directors with a basis for decision-making.
When the Company holds a Board meeting, each Director may give full speeches and discussions
on relevant resolutions as well as the Company’s development strategies, major projects, Board
construction, ESG, internal control and risk management, etc., and put forward their opinions and
suggestions. The Company assigns relevant business departments to implement after summarizing
the Directors’ opinions, and provides feedback to the Board on the implementation and progress.
In addition to the above Board meetings, the Board of the Company convened and organised two
general meetings, considered and approved 21 resolutions (including those sub-resolutions) and no
proposal was vetoed in 2023. Please refer to the “General Meeting” in this section for details about
the general meetings.
Required
attendance
at Board Attendance
meetings for In-person Attendance by Attendance rate of Board
Name of Director the year (Note 1) attendance telecommunication (Note 2) by proxy Absence meetings (Note 3)
Note 1: As far as the above table is concerned, required attendance at Board meetings for the year = in-person
attendance + attendance by proxy.
Note 2: Attendance by telecommunication has been included in the required attendance at Board meetings for the year.
Note 3: Attendance rate of Board meetings = in-person attendance/required attendance at Board meetings for the year,
but attendance by proxy shall not be counted.
Required Actual
attendance at attendance
general meetings at general
Name of Director for the year (Note) meetings Attendance
Note: The general meetings held by the Company in 2023 include the 2022 annual general meeting held on 20 June 2023,
and the 2023 first extraordinary general meeting held on 19 September 2023, a total of two times.
During the reporting period, the attendances of all Directors at the Board meetings and the general
meetings are explained as follows:
1. Mr. Liu Jianping resigned on 19 July 2023, and attended all of the three Board meetings and
the 2022 annual general meeting from 1 January 2023 till his resignation.
2. Mr. Dong Jianxiong has been appointed as a Director of the Company since 19 September
2023. From the commencement of his appointment to the end of the reporting period, Mr.
Dong Jianxiong attended all of the four Board meetings, and the 2023 first extraordinary
general meeting of the Company as a Director candidate.
3. Mr. Ou Xiaowu did not attend the 16th meeting of the eighth session of the Board convened
by the Company on 25 October 2023 due to other business affairs. He entrusted Mr. Zhang
Jilong in writing to attend the meeting on his behalf and vote according to his expressed will.
4. Mr. Jiang Tao did not attend the 12th and 16th meeting of the eighth session of the Board
convened by the Company on 20 June 2023 and 25 October 2023, respectively, for other
business affairs. He entrusted Mr. Ou Xiaowu and Mr. Zhu Runzhou in writing to attend the
meetings on his behalf and vote according to his expressed will, respectively. Mr. Jiang Tao
also did not attend the 2022 annual general meeting convened by the Company on 20 June
2023 for other business affairs.
The chairman was responsible for ensuring that the Directors perform their requisite duties and
obligations, and maintaining effective operation of the Board, as well as ensuring timely discussion
and consideration of all significant events of the Company needed to be reported to Directors
or submitted to the Board. The chairman has separately discussed with non-executive Directors
(including independent Directors) to fully understand their opinions and advice on the operation and
development of the Company and the work of the Board.
The management of the Company reports to the Board on the Company’s production and operation,
the implementation of matters authorized by general meetings and the Board, and the progress of
major contracts and capital operation projects signed by the Company. The Board also oversees the
management’s work to ensure the Board can keep abreast of the Company’s actual situation in a
timely manner and thus guarantee the interests of the Company and its shareholders as a whole.
The total pre-tax remuneration received by Directors from the Company, including the basic salary
and performance-linked salary in 2023 amounted to approximately RMB3.72 million, among which
independent non-executive Directors are only entitled to receive Directors’ fees but no other
remuneration. The remuneration of each Director for the year is set out on page 13 “Profiles of
Directors, Supervisors, Senior Management at Present and during the Reporting Period” of this
report or note 33 to the consolidated financial statements. As of 31 December 2023, no share
appreciation rights scheme had been adopted by the Company.
Other than their appointments in the Company, none of the Directors, Supervisors or other senior
management had any financial, business, family or other significant relationships with each other.
Other than their respective service contracts entered into, none of the Directors or the Supervisors
had any significant personal interest, directly or indirectly, in any transaction, arrangement or
contract of significance entered into by the Company or any of its subsidiaries during 2023.
Code Provision C.2.1 of the CG Code stipulates that the roles of chairman and chief executive
officer should be separated and should not be performed by the same individual. According to the
announcement of the Company dated 19 July 2023, Mr. Liu Jianping resigned as the chairman, an
executive Director and all positions in each of the special committees under the Board due to work
adjustment. In view of the resignation of Mr. Liu Jianping, in order to ensure the normal operation
of the Company and the Board, in accordance with the provisions of the Company Law and the
Articles of Association of the Company, during the period from the resignation of Mr. Liu Jianping
to the election of a new chairman of the Board of the Company, all Directors of the Company jointly
recommended Mr. Zhu Runzhou, an executive Director and the president, to serve as the acting
chairman and acting legal representative of the Company. Accordingly, the Company has briefly
deviated from Code Provision C.2.1 of the CG Code. Notwithstanding the above, the Board believes
that the balance of power and authority is adequately ensured by the operation of the Board, which
comprises experienced talents with a sufficient number of independent non-executive Directors,
and therefore, the performance of the roles of the chairman of the Board and the president of
the Company concurrently by Mr. Zhu Runzhou will not impair the balance of power and authority
between the Board and the management of the Company; therefore, the deviation from Code
Provision C.2.1 of the CG Code is appropriate in such circumstance. The Company has elected Mr.
Dong Jianxiong, an executive Director, as the chairman of the Company on 19 September 2023.
Therefore, currently the Company has met the requirements set out in Code Provision C.2.1 of the
CG Code.
As the legal representative of the Company, the chairman presides over the Board, aiming to
ensure that the Board is acting in the best interests of the Company, operates effectively, duly
performs its responsibilities and engages in discussions of significant and appropriate matters, as
well as Directors’ access to accurate, timely and clear information. On the other hand, the president
heads the management and is responsible for the daily operation of the Company, including
implementation of policies adopted by the Board and reporting to the Board in respect of the overall
operation of the Company.
During the year, all Board members of the Company implemented the shareholders’ resolutions
and completed all matters delegated by the general meetings in accordance with provisions of the
relevant laws and regulations and the Articles of Association of the Company. The chairman of the
Company reported the production and operation of the Company, and the progress and completion
of significant events decided by general meetings to the shareholders at the general meetings of
the Company.
The Company’s Finance Department (Capital Operation Department) is the routine executive
organ of the Board, and offers services to the Board and Directors, and sends a monthly Directors’
Newsletter and Shareholder Analysis to all Directors to report the market situation of the industry,
the main production and operation of the Company, the progress of key projects, the management
dynamics, the performance of the Company’s share price and the changes in the shareholding of
major shareholders, so as to enable Directors to have a comprehensive understanding of the latest
situation of the Company; organises external Directors to conduct corporate research activities
every year to gain an in-depth understanding of the current situation, key issues, development
strategies and plans of the Company through on-site visits or online research; checks the latest
amendments to the relevant laws, regulations and regulatory rules to ensure that the Directors,
Supervisors and senior management of the Company are able to fulfil their duties in accordance
with laws and regulations; organises Directors, Supervisors and senior management of the
Company to participate in relevant securities business training to ensure that they obtain the
corresponding qualifications and complete the annual training plan as required.
In 2023, Directors, Supervisors and senior management of the Company participated in the
following training organised by securities regulatory authorities:
Dong Jianxiong ChairmanNote , Executive Impact of the revisions to the Company China Association
Director Law on listed companies and responses for Public
Companies
Zhu Runzhou Executive Director 2023 fifth training class for chairmen and China Association
(Acting Chairman)Note , general managers of listed companies for Public
President Companies
Ge Xiaolei Chief Financial Officer, Special training on Management Measure The Listed
Secretary to the for Independent Directors of Listed Companies
Board (Joint Company Companies on the SSE in Beijing Association of
Secretary) Beijing
2023 fifth subsequent training for SSE
secretaries to the board of listed
companies (special training on A+H
companies)
Gao Lidong Securities Affairs 2023 fifth subsequent training for SSE
Representative secretaries to the board of listed
companies (special training on A+H
companies)
Note: Mr. Zhu Runzhou served as the acting chairman and acting legal representative of the Company during vacancy of
the chairman from 19 July 2023 to 19 September 2023; Mr. Dong Jianxiong started to serve as the chairman of the
Company on 19 September 2023.
Moreover, the Company invited ESG information disclosure and advisory team and Jincheng Tongda
& Neal Law Firm, the Company’s domestic legal adviser, to conduct training for the Directors,
Supervisors and senior management of the Company on the latest ESG development trends,
ESG performance of the Company, and interpretation and key point analysis of the Management
Measure for independent Directors of Listed Companies in April and September 2023, respectively.
In May and August 2023, the Company organised external Directors to carry out on-site
investigations in the Company’s subsidiaries in Guangxi Province and Baotou Aluminum so that
external Directors could have good understanding of the companies’ production operation on site.
Through field surveys of production operations and meetings and communication with the steering
groups of the companies, external Directors learned the production processes, operation status,
corporate culture and employee spirit, and development plans and prospects of the companies, as
well as the problems and difficulties faced by the companies in development. External Directors
gave advice and suggestions on corporate development based on their professional experience.
These activities also deepened external Directors’ understanding and acknowledgment of the
overall situation of the industry and the Company, greatly supporting the subsequent decision-
making on the Company’s significant events and making decision-making more scientific and
effective.
During the reporting period, training for all Directors of the Company is as follows:
Note:
A. Training for directors, supervisors and senior management organised by the securities regulatory authorities
The followings are corporate governance functions performed by the Board which were
implemented by the special committees thereof:
(a) Formulation and review of the policies and practice on corporate governance of the Company
and make recommendations to the Board;
(b) Review and supervision on the training and continuous professional development of the
Directors and senior management;
(c) Review and supervision on the policies and practice of the Company in compliance with laws
and regulatory requirements;
(d) Review and supervision on the ESG governance related work of the Company;
(e) Formulation, review and supervision on the compliance of employees and Directors with
applicable Code of Conduct and Compliance Manual; and
(f) Review of the compliance of the Company with the CG Code under Appendix C1 to the
Hong Kong Listing Rules and the disclosure thereof in the Corporate Governance Report.
In 2023, the Board had supervised and reviewed the implementation of the corporate
governance policies of the Company, updated and prepared documents related to the internal
control of the Group as well as analysed the compliance of the Company with the CG Code;
convened nine Board meetings and two general meetings, and completed relevant training
for the Directors, Supervisors and senior management; also supervised and inspected the
implementation of the Board resolutions by the management, and further enhanced initiatives
such as the management of the investor relations.
In 2023, the China Association for Public Companies awarded the Company the “2023 Best Practice
Case of Board of Directors of Listed Companies”, which demonstrates the high recognition of
the Company’s corporate competence, information disclosure quality and investor relationship
management from the regulatory authority and the China Association for Public Companies.
AUDIT COMMITTEE
The Audit Committee has been established under the Board of the Company, the duties of which
mainly include reviewing the financial reports, internal and external audits, internal control, risk
management, corporate governance of the Company, considering the appointment of independent
auditors and approving audit and audit-related services, and supervising the Company’s internal
financial reporting procedures and management policies.
Pursuant to Rule 3.21 of the Hong Kong Listing Rules, the Audit Committee of the Board of the
Company consists of three independent non-executive Directors, including a financial expert. During
the reporting period, the Audit Committee of the eighth session of the Board of the Company
consisted of three independent non-executive Directors, Mr. Qiu Guanzhou, Mr. Yu Jinsong and Ms.
Chan Yuen Sau Kelly. Ms. Chan Yuen Sau Kelly served as the chairman of the committee and the
financial expert.
The Company has established work procedures for the Audit Committee for the performance of
its supervisory role in auditing of the annual report. Before the external auditors commenced their
annual audit, the Audit Committee reviewed the Company’s financial position and coordinated
with the external auditors about audit timetable for the year. Throughout the audit by the external
auditors, the Audit Committee maintained communications with them at all time and ensured
completion of audit within the designated timetable. The Audit Committee reviewed the financial
report of the Company after the external auditors issued their preliminary audit opinions and passed
a written resolution to submit the audited financial report to the Board of the Company for review.
The Audit Committee and the management discussed the risk management and internal control
systems of the Company, so as to make sure that effective risk management and internal control
systems have been established, which included considering whether the Company had sufficient
resources with qualified and experienced staff to perform accounting, internal auditing and
financial reporting duties, and whether relevant staff were well trained and the relevant budget
was sufficient. The Audit Committee is of the view that the Company had complied with the
requirements of the above corporate risk management and internal control systems during 2023.
In 2023, the Audit Committee of the Board of the Company held a total of five meetings attended
by all members of the committee. All meetings were convened and held in accordance with the
relevant provisions of the Working Rules of the Audit Committee of the Board of Directors of
Aluminum Corporation of China Limited, At the meetings, the Company’s periodic financial reports,
internal control, risk assessment, audit plans and budgets, reports on the supervision of the audit
services of accounting firms, reports on anti-fraud work, related party transactions, provision for
asset impairment, change of accounting policy and other relevant important matters were reviewed
and considered. All members of the committee had performed their duties diligently and earnestly,
and provided their views and recommendations on the Company’s financial reporting, internal
control, risk management, auditing, and related party transactions on an independent, objective, and
fair basis.
Minutes of each meeting of the Audit Committee are recorded, then signed and confirmed by all
members of the committee, and such minutes are filed and kept in reserve in accordance with
relevant requirements.
REMUNERATION COMMITTEE
The Remuneration Committee has been established under the Board of the Company, the duties
of which mainly include preparing the remuneration management measure and remuneration
proposal for Directors, employee representative Supervisors and senior management, and
providing suggestions to the Board; preparing measures on performance evaluation, performance
assessment procedures and relevant rewards and punishments of senior management, and
providing suggestions to the Board; monitoring the implementation of the remuneration system
of the Company; reviewing senior management’s fulfilment of duties and conducting performance
assessment.
During the reporting period, the Remuneration Committee of the eighth session of the Board of
the Company consisted of one non-executive Director Mr. Zhang Jilong, and two independent
non-executive Directors, Mr. Qiu Guanzhou and Mr. Yu Jinsong. Mr. Qiu Guanzhou served as the
chairman of the committee.
In 2023, the Remuneration Committee of the Board of the Company held two meetings attended
by all members of the committee, at which resolutions, including the Resolution in relation to the
Determination of Remuneration Standards for Directors, Supervisors and Senior Management
of the Company for the Year 2023, the Resolution in relation to the Revision to the Detailed
Implementation Rules for the Remuneration Committee of the Board of Directors of Aluminum
Corporation of China Limited, and the 2023 Performance Responsibility Agreement for Members of
the Steering Group of Aluminum Corporation of China Limited, were considered and approved.
All members of the Remuneration Committee of the Board of the Company had carefully studied
the 2023 remuneration plan on Directors, Supervisors and senior management and were of view
that the remuneration plan made by the Company was in line with the remuneration policy of the
Company with reference to the remuneration for same positions of comparable enterprises (in
terms of the size, industry and nature); the formulated management accountability for business
performance was in line with the actual operation of the Company, and combined with the
division of work and responsibilities of the management position, the assessment indicators
were comprehensive and the weightings were reasonable. Based on the annual remuneration
standards, the performance of Directors and Supervisors and the performance appraisal results
of senior management, the remuneration of Directors, Supervisors and senior management paid
by the Company was fair and reasonable. They agreed to submit the remuneration plan to the
Board. The Board of the Company finally adopted the remuneration standard plan submitted by the
Remuneration Committee.
Minutes of each meeting of the Remuneration Committee are recorded, then signed and confirmed
by all members of the committee, and such minutes are filed and kept in reserve in accordance
with relevant requirements.
NOMINATION COMMITTEE
The Nomination Committee has been established under the Board of the Company, the duties
of which mainly include studying the selection standards and procedures for Directors, senior
management and members of special committees under the Board and providing suggestions to the
Board; reviewing the qualification of candidates for Directors, senior management and members of
special committees under the Board and providing advice on inspection and appointment; assessing
the independence of independent non-executive Directors. At the same time, in accordance with
the relevant provisions of the “Working Rules for the Nomination Committee under the Board of
Directors of Aluminum Corporation of China Limited”, the Nomination Committee under the Board
shall review the structure, number and composition of the Board at least once a year, and consider
the diversity of members of the Board from various aspects (including but not limited to gender,
age, professional ability, educational background and experience, etc.) based on the business model
and specific needs of the Company.
During the reporting period, the Nomination Committee of the eighth session of the Board of
the Company consisted of two executive Directors, Mr. Liu Jianping (resigned on 19 July 2023),
Mr. Dong Jianxiong (started to serve on 19 September 2023) and Mr. Zhu Runzhou, and three
independent non-executive Directors, Mr. Qiu Guanzhou, Mr. Yu Jinsong and Ms. Chan Yuen Sau
Kelly, and Mr. Yu Jinsong served as the chairman of the committee.
According to the relevant provisions of the Articles of Association and the Rules of Procedure
for the Board Meetings of the Company, the candidates for the Company’s Directors (other than
the candidates for the Company’s independent non-executive Directors) shall be nominated by
the Board, the Supervisory Committee and shareholders who alone or together hold 3% or more
of the shares of the Company carrying voting rights and shall be decided through election by the
shareholders’ general meeting; the candidates for the Company’s independent non-executive
Directors shall be nominated by the Board, the Supervisory Committee and shareholders who
alone or together hold 1% or more of the shares of the Company carrying voting rights and shall be
decided through election by the shareholders’ general meeting; the candidates for the Company’s
senior management shall be nominated by the chairman or president and appointed by the Board.
The Nomination Committee under the Board of the Company shall review the resumes and
qualifications of candidates for Directors and senior management, and make recommendations to
the Board. In 2023, nominations of relevant candidates of the Company have been implemented in
accordance with the aforementioned nomination policies.
In 2023, the Nomination Committee of the Board held four meetings attended by all members
of the committee, at which the resolutions on nominating Mr. Dong Jianxiong as an executive
Director candidate for the eighth session of the Board, nominating Mr. Xu Feng as a vice president
candidate, nominating Mr. Liang Minghong as the general legal counsel and chief compliance officer
candidate and proposed by-election of members of the special committees under the eighth session
of the Board were considered and approved, and such nomination of candidates was submitted to
the Board for consideration.
Minutes of each meeting of the Nomination Committee are recorded, then signed and confirmed by
all members of the committee, and such minutes are filed and kept in reserve in accordance with
relevant requirements.
The Development and Planning Committee has been established under the Board of the Company,
the duties of which mainly include reviewing and evaluating the Company’s long-term development
strategy, financial budget, investment, business operation and strategic plan of annual investment
returns.
During the reporting period, the Development and Planning Committee of the eighth session of
the Board of the Company consisted of two executive Directors, Mr. Liu Jianping (resigned on 19
July 2023), Mr. Dong Jianxiong (started to serve on 19 September 2023) and Mr. Zhu Runzhou,
and two non-executive Directors, Mr. Zhang Jilong and Mr. Chen Pengjun and one independent
non-executive Director, Mr. Qiu Guanzhou, and Mr. Dong Jianxiong served as the chairman of the
committee (Mr. Liu Jianping served as the chairman before 19 July 2023, and Mr. Dong Jianxiong
started to serve as the chairman on 19 September 2023).
In 2023, the Development and Planning Committee of the Board held one meeting attended by all
members of the committee, at which the production guidance plan for 2023, the annual investment
plan for 2023 and the annual operating plan for 2023 were considered and approved by the
committee and then submitted to the Board for consideration.
Minutes of each meeting of the Development and Planning Committee are recorded, then signed
and confirmed by all members of the committee, and such minutes are filed and kept in reserve in
accordance with relevant requirements.
The Occupational Health & Safety and Environment Committee has been established under the
Board of the Company, the duties of which mainly include considering of the Company’s annual
planning on health, environmental protection and safety, supervision of the Company’s effective
implementation of the planning on health, environmental protection and safety initiatives, inquiring
into serious incidents and inspecting and supervising over the handling of such incidents, making
recommendations to the Board on major decisions on health, environmental protection and safety,
etc.
During the reporting period, the Occupational Health & Safety and Environment Committee of
the eighth session of the Board of the Company consisted of three executive Directors, Mr. Zhu
Runzhou, Mr. Ou Xiaowu and Mr. Jiang Tao. Mr. Zhu Runzhou served as the chairman of the
committee.
In 2023, the Occupational Health & Safety and Environment Committee held two meetings attended
by all members of the committee, at which the resolutions on highlighting the matters concerning
the hidden hazards in relation to ecological and environmental protection and hierarchical control,
the List of Problems with Ecological and Environmental Protection in the Yangtze and Yellow River
Basins subject to Special Remediation Actions of Aluminum Corporation of China Limited, and
arrangements and priorities of security and environmental protection works were considered and
approved by the committee.
Minutes of each meeting of the Occupational Health & Safety and Environment Committee are
recorded, then signed and confirmed by all members of the committee, and such minutes are filed
and kept in reserve in accordance with relevant requirements.
SUPERVISORY COMMITTEE
During the reporting period, the composition and work of the Supervisory Committee of the
Company are set out in the section “Report of the Supervisory Committee” of this annual report.
General meeting is the highest authority of the Company. It provides effective channels for direct
communications and building a sound relationship between the shareholders of the Company and
the Board and senior management. During the reporting period, the Company held one annual
general meeting and one extraordinary general meeting, at which 21 resolutions (including those
sub-resolutions) were considered and approved. The details of the meetings are as follows:
19 September 2023 2023 first extraordinary The Resolution on Electing Mr. Dong Jianxiong as an
general meeting Executive Director of the Eighth Session of the Board
of the Company was considered and approved
Note: During the reporting period, all general meetings were held in the conference room at headquarters of the Company,
No. 62 North Xizhimen Street, Beijing.
During the reporting period, the convening, holding and voting procedures for each general meeting
of the Company were in compliance with relevant laws, regulations and the Articles of Association.
All the resolutions submitted at the general meetings were passed and the voting results were legal
and valid.
According to the Articles of Association of the Company, a single shareholder or any two or more
shareholders together holding more than 10% of the Company’s issued share capital is (are) entitled
to request an extraordinary general meeting or class meeting to be convened. Such requests must
specify the topics of the meeting in writing and must be submitted to the convener, the contact
information of whom is set out in the section entitled “Enquiry to the Board” in this chapter.
Shareholders shall follow the Rules of Procedures for the Shareholders’ Meetings of Aluminum
Corporation of China Limited set out in the “Circulars and Announcements” under the section of
“Investor Relations” on the website of the Company.
According to the Articles of Association of the Company, a single shareholder or any two or
more shareholders together holding more than 3% of the Company’s issued share capital is (are)
entitled to submit additional proposals to the convener by written request ten working days prior
to the relevant general meeting. The contact information of the convener is set out in the section
entitled “Enquiry to the Board” in this chapter. Shareholders shall follow the Rules of Procedures
for the General Meeting of Aluminum Corporation of China Limited set out in the “Circulars and
Announcements” under the section of “Investor Relations” on the website of the Company.
For any enquiry to the Board, please contact the Finance Department (Capital Operation
Department) of the Company at 14/F, Chalco Building, No. 62 North Xizhimen Street, Haidian
District, Beijing, the PRC (email: IR@chalco.com.cn).
The Secretary to the Board (Company Secretary) is responsible for organizing and completing
procedures relating to Board meetings and general meetings, coordinating and arranging
information disclosure, dealing with investor relations and helping maintain smooth communications
among the management, Directors and shareholders. During the reporting period, Mr. Ge Xiaolei
and Ms. Ng Ka Man served as the joint company secretaries of the Company (Mr. Ge Xiaolei is also
the Secretary to the Board of the Company). Mr. Ge Xiaolei is a full-time employee of the Company
and has obtained the qualification for the secretary to the Board of Directors from the SSE. Ms.
Ng Ka Man is a member of the Hong Kong Corporate Governance Institute (formerly known as the
Hong Kong Institute of Chartered Secretaries) and the UK Chartered Corporate Governance Institute
(formerly known as the Institute of Chartered Secretaries and Administrators). During the reporting
period, each of Mr. Ge Xiaolei and Ms. Ng Ka Man has completed no less than 15 hours of relevant
professional trainings.
INVESTOR RELATIONS
The Company attaches great importance to the work of investor relations and has formulated the
Management Measures for the Investor Relations of Aluminum Corporation of China Limited,
which stipulates the principles to be followed in the work of investor relations of the Company,
the organization, work content and implementation norms of the work of investor relations, as well
as the code of conduct and requirements for the staff of investor relations. The chairman of the
Company takes primary responsibility for investor relationship management, the secretary to the
Board (joint company secretary) takes specific responsibility for investor relationship management,
and designates a person in charge of specific investor relationship affairs.
Results presentations After each periodic report disclosure, the Company timely holds a results
presentation for domestic and foreign institutional investors to introduce
its production operation to investors/analysts and answer their questions.
In March 2023, the Company held the 2022 annual results presentation
attended by 81 investors/analysts from 59 investment institutions on
site or by telephone. In April 2023, the Company held the 2023 first
quarterly results presentation attended by 69 investors/analysts from 54
investment institutions by telephone. In October 2023, the Company held
the 2023 third quarterly results presentation attended by 87 investors/
analysts by telephone from 69 investment institutions.
Results roadshows After each annual and interim results disclosure, the Company holds
a results roadshow for domestic and foreign institutional investors. In
March 2023, the Company held 36 meetings for the 2022 annual results
roadshows in Beijing, Shanghai, Hong Kong and Singapore (the first
foreign on-site roadshow since 2020), attracting 223 investors/analysts.
In August 2023, the Company held 17 investors’ meetings for the 2023
interim results roadshows in Beijing, Shanghai and Shenzhen, attracting
266 investors/analysts.
Results briefings The Company held the 2022 annual, 2023 first quarterly and 2023 third
quarterly results briefings through the SSE Roadshow Center platform
in April, May and November 2023, respectively, at which it answered 39
questions from investors online. In August 2023, the Company attended
the results briefing of listed subsidiaries held by Chinalco, and 106
investors/analysts attended the briefing on site or by telephone.
Daily communication The Company maintains daily communication and exchange with investors/
and exchange analysts by various means such as phone, email and the SSE E-interactive
platform, and timely replies to the questions of investors/analysts. In
2023, the Company answered more than 1,400 calls from investors/
analysts and replied to more than 50 questions from investors on the SSE
E-interactive platform.
The Company treats each shareholder equally, ensures the fairness, completeness and timeliness
of information disclosure, and releases the information through the website of the exchange,
the Company’s website and newspaper media, so that each shareholder may have equal and
timely access to the Company’s information. The Company endeavours to create conditions
for shareholders, especially minority shareholders, to participate in the general meetings, gives
due consideration to the time and venue of the general meetings, handles the registration of
shareholders through various means, provides shareholders with detailed information and materials
for meetings, and promptly resolves any problems encountered by shareholders in attending
general meetings. The Company maintains open communication channels with shareholders,
who may communicate with the Company in a timely and convenient manner through the special
telephone and email for investor relations, the SSE E-interactive platform, etc.
Through the above efforts, the Company has strengthened its communication with investors,
won the recognition from domestic and overseas investors, analysts and public investors, and
consolidated the Company’s sound image and influence in the capital market. Meanwhile, as the
Company’s performance improves year by year, most domestic and foreign investment institutions
and analysts have made positive ratings on the Company, such as “buy”, “recommend” and
“overweight”, in their 2023 annual analysis reports, making positive contributions to maintaining
and improving the Company’s market value.
The Company has reviewed the implementation of shareholders’ communication policy in 2023.
Considering the abovementioned communication channels of the investors, the measures taken and
the activities held by the Company, the Company considers that the shareholders’ communication
policy in 2023 has been effectively implemented.
INFORMATION DISCLOSURE
The Company attaches consistent importance to information disclosure and cautiously copes
with the proposed information disclosure, especially sensitive information that is likely to cause
price and market fluctuation, enabling investors to obtain information of the Company in a timely,
accurate and fair manner to minimize investors’ investment risks. The Company has formulated
and amended from time to time the Management Measures of Information Disclosure of Aluminum
Corporation of China Limited 《 ( 中國鋁業股份有限公司信息披露管理辦法》) and the Management
Measures of Inside Information and Insiders of Aluminum Corporation of China Limited 《 ( 中國鋁業
股份有限公司內幕信息及知情人管理辦法》) to strictly specify the process of information screening,
review, release and usage, and the provisions on persons with knowledge of inside information
including registration and filing, confidentiality and punishment.
The general approval flow of the proposed information disclosure of the Company is in due order
of the responsible personnel of information disclosure, responsible personnel of relevant business
department related to the announcement, representative for the Company’s securities related
affairs, secretary to the Board, president, chairman and the Board (as authorized). Upon approval,
the information manuscript will not be disclosed until executed by representative for the Company’s
securities related affairs and secretary to the Board.
Chairman of the Company takes primary responsibility for information disclosure; the Board of the
Company is the management organ of information disclosure; secretary to the Board takes main
responsibility for information disclosure in the ordinary course of business of the Company; and the
Finance Department (Capital Operation Department) is the routine executive organ of information
disclosure of the Company, specifically dealing with information disclosure matters.
The Supervisory Committee of the Company reviews and supervises the work of information
disclosure of the Company on a regular or occasional basis. The Board of the Company conducts
self-assessment on annual information disclosure and includes the assessment results in the annual
assessment report on internal control of the Company.
The Company has always been upholding the high sense of responsibility to investors and discloses
information in a true, accurate, complete, timely and fair manner in strict accordance with the
domestic and overseas listing rules. In 2023, the Company disclosed a total of 121 A-share
announcements and related documents (including periodic reports) on SSE, a total of 192 H-share
Chinese and English announcements and relevant documents (including periodic reports) on the
Hong Kong Stock Exchange, and a total of 80 U.S. stock reports 20-F and 6-K announcements
on the New York Stock Exchange. The Company obtained a Grade A evaluation of information
disclosure from SSE for five consecutive years.
The management of the Company is responsible for implementation of daily production and
operation management and strategy of the Company, implementation of Board resolutions, and
reporting to the Board. Its main functions include: presiding over the daily production and operation
management of the Company; organising and implementing the Board resolutions, corporate
development strategies, and annual operating plans, investment plans, financial budget plans, etc.;
formulating and organising to implement performance appraisal and remuneration incentives within
the scope authorized by the Board.
The Company regularly holds presidential meetings chaired by the president and attended by the
management of the Company, and presidential office meeting chaired by other senior management
in charge of different businesses of the Company and attended by heads of relevant business
departments to discuss and make decisions on the organization and implementation of the matters
during the process of the production and operation of the Company and financial management.
In addition, the Company organised annual and mid-year work conferences after the end of
the previous year and the end of the semi-annual period, respectively. The management of the
Company, including managers of branches (subsidiaries) and heads of headquarter departments,
attended the meetings to discuss the business of segments of the Company, summarize and
deploy annual and semi-annual work. Such meetings help organize, coordinate, communicate and
supervise the company-wide development and implementation of various operations.
In 2023, the management of the Company performed its duties with due diligence, ensured the
Company’s effective implementation of business strategy and the smooth development of its
various businesses, and achieved satisfactory business performance.
The objectives of risk management and internal control are to give a reasonable assurance that the
Company’s operation and management is lawful and compliant, the assets are safe and the financial
reporting and related information are true and complete; to improve the operational efficiency and
effectiveness; and to facilitate the achievement of the Company’s development strategy. Internal
control has its inherent limitations, so it only provides a reasonable guarantee for the achievement
of the above goals. In addition, given inapplicability of internal control due to contingent changes
or deterioration in the compliance of control policies and relevant procedures, projections on the
effectiveness of the internal control in the future over the assessment results of the internal
control are subject to certain risks. The Company’s risk management and internal control system is
designed to manage rather than eliminate the risk of failure to achieve business objectives and can
only provide reasonable, but not absolute, assurance against material misrepresentation or loss.
Establishing and effectively implementing risk management and internal controls is the responsibility
of the Board of the Company. As a special committee established under the Board, the Audit
Committee of the Company has supervised and inspected the establishment, comprehensiveness
and implementation of the risk management and internal control system of the Company, and
regularly discussed with the management on the implementation of the risk management and
internal control in order to ensure that the Company has established an effective risk management
and internal control system. The Supervisory Committee is responsible for supervising the Board’s
development and implementation of risk management and internal control. The management is
responsible for arrangement and leadership of the daily operation of the risk management and
internal control of the Company. The Audit Department (Office of the Supervisory Committee)
of the Company, carries out the relevant implementation work as a functional department of the
Company responsible for risk management and internal control.
In 2023, the Company further updated and refined its internal control system, including: (1) At the
policy level: It further updated and refined the internal control system, including increasing and
reducing control procedures, improving control activities and correcting policy names, according to
the revisions to internal control policies after the previous updating and refinement of the internal
control system; (2) At the management level: It further updated and refined the internal control
system, including adjusting the decision-making authorities and procedures, according to the
actual adjustments to the Company’s management after the previous updating and refinement of
the internal control system; (3) At the business operation level: It further updated and refined the
internal control system, including adjusting the business operation procedures improving the risk
control points and activities of business operation and correcting the names of business operation
policies, according to the changes in the business operation procedures of the Company after the
previous updating and refinement of the internal control system.
The Audit Department (Office of the Supervisory Committee) of the Company, as the responsible
department for the Company’s risk management, organises the management of the Company, the
supervisory departments of the headquarters, business departments and enterprises to accurately
identify major risks of the year based on the latest changes in the external environment and their
own business development at the beginning of each year, and analyses each major risk, formulates
countermeasures, prepares a comprehensive risk management report and submits it to the Board
for consideration and approval after the report is considered by the Audit Committee. It, on a
monthly basis, dynamically monitors major risks, tracks the implementation of preventive and
control measures, reports to the management the changing trend of such risks, and puts forward
management suggestions in a timely manner. In 2023, the Company further improved the quality
of internal control assessment, collaboratively arranged risk control self-assessment, independent
assessment and mutual inspections of the departments at the Company’s headquarters and
the Company’s subsidiaries, and organized such departments and subsidiaries to carry out two
“comprehensive examinations” of the design and operation of the internal control system as of the
end of December 2022 and June 2023 and timely remedy the problems identified. It also carried out
independent risk control assessments of high-risk fields to effectively prevent business risks, and
carried out special audits of key processes.
The Audit Committee of the Board of the Company conducts two reviews over the risk management
and internal control of the Company on an annual basis. On 21 March 2023, at the 6th meeting of
the Audit Committee under the eighth session of the Board of the Company, the Audit Committee
reported the implementation of risk management and internal control of the Company in 2022 and
its results as well as the work plan for 2023, reviewed and approved resolutions including the 2022
Internal Control Assessment Report and the Auditing Report on Internal Control, and the 2023
Comprehensive Risk Management Report. On 22 August 2023, the resolutions including the interim
report on internal control assessment of the Company for 2023 were considered and approved at
the 8th meeting of the Audit Committee under the eighth session of the Board of the Company.
The Audit Committee of the Board of the Company reported to the Board for the aforesaid matters.
On 21 March 2023, the resolutions including the 2022 Internal Control Assessment Report, the
2022 Auditing Report on Internal Control and the 2023 Comprehensive Risk Management Report
were also considered and approved at the 10th meeting of the eighth session of the Board of the
Company.
The resolutions including the 2024 Comprehensive Risk Management Report, 2023 Internal Control
Assessment Report and 2023 Auditing Report on Internal Control were considered and approved
at the 11th and 12th meetings of the Audit Committee under the eighth session of the Board of
the Company held on 25 January 2024 and 25 March 2024, respectively, and at the 19th and 20th
meetings of the eighth session of the Board of the Company held on 26 January 2024 and 27
March 2024, respectively. According to such reports, the Board of the Company concluded during
the reporting period, the Company’s risk management and internal control systems were effectively
implemented, and its internal control objectives were achieved without major and important
defects; there were no material or significant defects in the internal control over the financial report
and non-financial reports of the Company. PricewaterhouseCoopers Zhong Tian LLP, the auditor
of the Company, also confirmed that the Company had maintained effective internal control over
financial report in all material aspects.
COMPLIANCE MANAGEMENT
The Company continuously deepens the construction of the rule of law compliance system,
strengthens compliance supervision and combines the compliance management system with the
internal control system to ensure the legality and compliance of the Company’s business activities.
The Company prepared the “Integrity Compliance Manual 《 ( 誠信合規手冊》)” based on relevant
national laws, regulations, industry regulatory requirements and the requirements of the Group’s
internal rules and regulations, and established a compliance management system with this
as the core, supplemented by a list of compliance risk identification, a list of post compliance
responsibility, a list of business process control and a list of compliance laws and regulations for
all departments, forming a systematic compliance guidance document with “one manual and four
lists”. In April 2023, the Company reported to the Board of the Company on the results of the
construction of the compliance management system.
In August 2023, the Board of the Company considered and approved the amendment to the
Detailed Implementation Rules For the Audit Committee under the Board of Directors of Aluminum
Corporation of China Limited 《( 中國鋁業股份有限公司董事會審核委員會工作細則》) to supplement
the content of compliance management and to clarify the management responsibilities of the Audit
Committee under the Board of Directors in respect of promoting the construction of the rule of law
of the Company and improving the compliance management. In addition, the Company appointed
Mr. Liang Minghong as the general counsel and chief compliance officer of the Company in August
2023 after consideration and approval by the Board of the Company, in order to further strengthen
the construction of the rule of law and improve the compliance management system of the
Company.
ESG MANAGEMENT
The Board of the Company believes that the establishment and improvement of the ESG
management system may continuously promote the sustainable development of the Company.
The Board of the Company is the decision-making body for sustainable development work, fully
responsible for the Company’s sustainable development strategy, coordinates and plans the
Company’s ESG management based on the strategy, and integrates the Company’s ESG work into
the strategic development goals of building “four extra strong (四個特强)” and building itself into a
world-class company.
The special committees of the Board are responsible for supervising and managing related ESG
work. Among them, the Development and Planning Committee is responsible for formulating
corporate development plans that conform to the ESG concept, the Occupational Health & Safety
and Environment Committee is responsible for comprehensive management of various aspects
related to employee health, safety and the environment in the Company’s operations, and the
Audit Committee is responsible for supervising and managing ESG risks and audits. At the
same time, in accordance with the requirements of the Rules for the Implementation of Social
Responsibility Management of Aluminum Corporation of China Limited, the Company establishes
a Social Responsibility Working Committee to be responsible for promoting specific ESG work and
implementing various ESG management task indicators. The Board regularly or irregularly listens to
reports on the progress of ESG work or material ESG events, discusses the relevant matters, and
provides guidance on ESG work. The Company works with professional third parties every year to
offer one to two ESG trainings to the Board to help the Board learn the latest ESG trends and best
ESG practices. In April 2023, the Company invited ESG information disclosure and advisory team to
conduct a special training on “Report on the Latest ESG Development Trends and Report Work of
Chalco in 2022” for the Board of the Company.
The Company has integrated ESG risk management into the daily risk management system.
The Audit Department (Office of the Supervisory Committee) of the Company organizes various
business departments and affiliated production companies at the beginning of each year to identify
and prevent major ESG risks in the daily operation and production process. In 2023, among the
major risks identified by the Company, the ESG-related risks include safety and environmental
protection risks, carbon peaking and carbon neutrality, and energy-using structure risks. In response
to these risks, the Company formulated corresponding response and solution measures, and
tracked the implementation of risk response measures on a monthly basis, formed a monthly risk
monitoring report, submitted to the Company’s management, and regularly reported to the Audit
Committee and the Board.
In recent years, the Company has been strengthening its ESG management, standardization
and disclosure and actively connecting with the capital market to more fully demonstrate the
Company’s ESG improvement measures and achievements, and its ESG performance has been
further recognized by the capital market. In 2023, the Company was selected into the “ESG
Pioneer 100 List of Listed Companies in China”, won the first “ESG Golden Bull Award • Top 50
Central Enterprise”, and was selected into the “Central Enterprise ESG • Pioneer Index” for three
consecutive years.
CORPORATE CULTURE
The Company attaches great importance to the construction and inheritance of corporate culture,
and takes “rewarding shareholders, empowering employees, benefiting customers, and cherishing
environment” as the its mission, “building into a top-notch enterprise with global competitiveness
in the world” as its vision, and “responsibility, integrity, openness and excellence” as its core
values, and strives to build a brand image of “Responsible Chalco, Integrity Chalco, Ecological
Chalco, Safe Chalco, and Harmonious Chalco”; creates a corporate culture of “Sunshine, Openness,
Simplicity and Inclusiveness”, continues to carry out corporate culture cultivation activities, inherits
and carries forward the spirit of Chalco, promotes the construction of corporate culture brand, and
strives to create a “corporate culture excellence project”. In 2023, the Company formulated the
“Management Measures for the Construction of Corporate Culture Brands” 《 ( 企業文化品牌建設管
理辦法》) to clearly define the objectives and measures for the construction of excellent corporate
culture brands with distinctive features, remarkable industry characteristics and prominent era
characteristics.
The Company insists on practicing the concept of sustainable development, adheres to the
enterprise spirit of “striving for excellence, innovation and strength” and the core concept of
social responsibility of “Turning Stone into Gold and Benefiting Mankind (點石成金、造福人類)”,
accelerates the high-quality development of the enterprise in all aspects, and is endeavored to
become the main force of scientific and technological innovation, the ballast of mineral resources,
the pillar of high-end advanced materials, and the leader of green and low carbon, low-cost and
digital intelligence. The Company believes that a healthy corporate culture is the endogenous
driving force for the development of an enterprise. Through continuous corporate culture cultivation
activities, the Company makes the management and all employees of the Company perceive,
identify, and practice the corporate culture, so that the corporate culture will be effectively kept
in mind and put into practice and implemented in every aspect of the thoughts and actions of
every employee, which will help the Company to achieve its business objectives and sustainable
development. At the same time, it will also enable shareholders, customers, partners, suppliers and
other stakeholders to benefit from the value we create together.
AUDITORS’ REMUNERATION
Upon consideration and approval at the 10th meeting of the eighth session of the Board held
on 21 March 2023 and the 2022 annual general meeting of the Company held on 20 June 2023,
PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers were appointed by
the Company as the 2023 domestic and international auditors of the Company. In particular,
PricewaterhouseCoopers Zhong Tian LLP is principally responsible for the Company’s domestic and
US audit (including internal control audit), while PricewaterhouseCoopers is principally responsible
for the Company’s Hong Kong audit.
In 2023, the total remuneration for audit and non-audit services payable by the Company to the
auditors was RMB19.64 million, Wherein, RMB18.17 million was the annual remuneration for the
2023 audits of domestic and foreign annual reports and review of the interim report and internal
control payable by the Company to auditors, and RMB1.47 million was for non-audit services
including RMB280,000 for advisory services for the preparation of the ESG report of the Company;
RMB340,000 for the daily tax advisory and other fees for the Company; RMB65,000 for the
preparation of transfer pricing information for the same period for the related business transactions
of Chalco Logistics, a subsidiary of the Company; RMB430,000 for audit services for the refinancing
project of Yinxing Energy Co. Ltd., a subsidiary of the Company; RMB5,000 for services of the
implementation of agreed upon procedures for overseas enterprises included in the management
list of special matters of the Company; RMB250,000 for accounting advisory services for the
financial derivative business of the Company’s subsidiaries and RMB100,000 for services for the
issuance of a letter of assessment of the reasonableness of the parameters for the discounted
future estimated cash flows relating to profit forecasts in respect of the Company’s connected
transactions.
All Directors acknowledged their responsibility for preparing the accounts for the year ended
31 December 2023. Auditor’s reporting responsibilities are set out in the independent auditor’s
report on pages 197 to 203.
The Resolution on the Company’s Proposed Delisting of the Depositary Securities Shares in the
US from the New York Stock Exchange and Deregistration under the Securities Exchange Act
was considered and approved at the 3rd meeting of the eighth session of the Board held by the
Company on 12 August 2022. The Company notified the New York Stock Exchange (“NYSE”)
on 12 August 2022 (America Eastern Standard Time) of its application for a voluntary delisting
of the depository shares from the NYSE and the deregistration of the depository shares and the
corresponding H-shares under the revised Securities Exchange Act of 1934 after the deregistration
conditions are met. For details of the foregoing, please refer to the announcement of the Company
dated 12 August 2022.
Depositary shares of the Company were delisted from the NYSE on 1 September 2022 (America
Eastern Standard Time), and the Company terminated the share depositary plan with the share
depositary agency, The Bank of New York Mellon, on 30 June 2023 (America Eastern Standard
Time). However, depository shares of the Company had not been deregistered as of the end of the
reporting period, and the Company was still subject to the corporate governance obligation under
the NYSE rules during the reporting period.
The NYSE has formulated a series of corporate governance rules according to its listing rules,
which must be observed by listed companies. Nevertheless, the NYSE has expressly stated that it
respects the common practices in the “home countries” of foreign issuing companies, and exempts
such companies from the governance rules on the premise that such a company must make a brief
description of the difference in corporate governance rules in the NYSE rules and the rules of its
home country in the company’s annual report.
The Company has compared the corporate governance rules commonly adopted by Chinese
companies, including itself, with those of the NYSE, and the results are as follows:
The NYSE requires that the board of directors of a listed company shall consist of more than half of
its independent directors, but companies incorporated within the territory of China are not subject to
such a rule. During the reporting period, the Board of the Company consisted of three independent
non-executive Directors, accounting for one third of the total number of Board members stipulated
in the Articles of Association of the Company, and meeting the Chinese securities regulatory
authority’s requirement that independent directors of a listed company shall account for one third at
least.
The NYSE requires the listed company to establish a corporate governance committee under
the board of directors that entirely consists of independent directors. The corporate governance
committee shall be established concurrently with the re-election committee, and shall be subject to
an articles of association. The corporate governance committee shall be obliged to (i) propose to the
board of directors principal suggestions on corporate governance; and (ii) supervise the operation
of the board of directors and the management. The corporate governance committee shall also be
subject to annual appraisal.
As ordinary Chinese enterprises, the Company attaches great importance to corporate governance,
and holds that all directors shall be responsible for it, so it has not established a corporate
governance committee.
The Company will continue to strictly comply with the requirements of the relevant regulatory
bodies including the CSRC, Beijing Securities Regulatory Bureau, SSE and the Hong Kong
Stock Exchange. Through regulatory compliance and strict self-regulation, the Company will
continue to enhance its corporate governance measures in compliance with regulations and
take initiatives to further improve the corporate governance and internal control system of
the Company, aiming at protecting the interest of its shareholders, as well as maintaining
consistent, stable and healthy development to bring returns to the society and shareholders
through satisfactory performance results. The Company will also continue to comply with the
requirements on corporate governance under the Hong Kong Listing Rules.
Since its incorporation, the Company has completely separated its business, staff, assets,
organization and finance from its controlling shareholder. The Company has its independent
and complete business and its own operations.
2. ACQUISITIONS
The Company conducted no significant acquisitions in 2023.
3. TRUSTEESHIP
In 2023, the Company had no trusteeship required to be disclosed.
4. CONTRACTING
In 2023, the Company had no contracting required to be disclosed.
6. GUARANTEE
Changes in
2023
compared
2023 2022 to 2022
2. In July 2021, the Company provided guarantee for three-year senior bonds of USD500
million and five-year senior bonds of USD500 million issued by Chalco Hong Kong
Investment Company Limited (“Chalco Hong Kong Investment”). As of 31 December
2023, the balance of the guarantee provided by the Company for Chalco Hong Kong
Investment amounted to USD1,000 million (equivalent to approximately RMB7.083
billion).
3. In March 2017, Baotou Aluminum entered into the Maximum Guarantee Contract 《 ( 最
高額保證合同》) with Baotou Branch of Shanghai Pudong Development Bank, pursuant
to which Baotou Aluminum would provide guarantee in respect of financing up to
RMB2,000 million in total for its controlled subsidiary Inner Mongolia Huayun. The
guarantee period was two years from the date of expiry of the term for repayment
of each loan under the principal contract. As of 31 December 2023, the balance of
the guarantee provided by Baotou Aluminum to Inner Mongolia Huayun amounted to
RMB0.3 billion.
4. In November 2019, the Company provided financing guarantee for Chalco Energy
Holdings Co., Ltd.* (中國鋁業能源控股有限公司) (“Chalco Energy Holdings”), a
subsidiary of the Company, due to the financing of the mine project in Boffa, Guinea.
The foregoing guarantee contract was discharged during the reporting period.
5. In September 2020, the Company provided guarantee for the bank borrowings of Boffa
Port Investment Co., Ltd. (博法港口投資有限公司) (“Boffa Port”), a subsidiary of the
Company. As of 31 December 2023, the balance of the guarantee provided by the
Company for Boffa Port based on its shareholding ratio amounted to RMB0.183 billion.
6. In December 2021, Chalco Logistics entered into a guarantee contract with Shanghai
Futures Exchange, pursuant to which Chalco Logistics would provide guarantee for
its controlled subsidiary Chalco Logistics Group Central International Port Co., Ltd.*
(中鋁物流集團中部國際陸港有限公司) (“Central Port”) with its net assets. As of 31
December 2023, the balance of the guarantee provided by Chalco Logistics to Central
Port amounted to RMB1.1 billion.
7. In April 2023, Chalco Trading Group entered into guarantee contracts with Dalian
Commodity Exchange and Zhengzhou Commodity Exchange, pursuant to which Chalco
Trading Group would provide guarantee for its controlled subsidiary Chalco Inner
Mongolian International Trading Co., Ltd.* (中鋁內蒙古國貿有限公司) (“Inner Mongolian
Trading”) with its net assets. As of 31 December 2023, the balance of the guarantee
provided by Chalco Trading Group to Inner Mongolian Trading amounted to RMB1.149
billion.
8. In June 2023, Chalco Logistics Group Southeast Asia International Port Co., Ltd. (東南
亞國際陸港有限公司) (“Southeast Asia Port”) and Chalco Logistics Group Gansu Co.,
Ltd. (中鋁物流集團甘肅有限公司) (“Gansu Logistics”) entered into guarantee contracts
with the Shanghai Futures Exchange, pursuant to which Southeast Asia Port and
Gansu Logistics would provide guarantee for its parent company Chalco Logistics with
their net assets. As of 31 December 2023, the balance of the guarantee provided by
Southeast Asia Port and Gansu Logistics to Chalco Logistics amounted to RMB0.582
billion.
9. In June 2023, the Company entered into a guarantee letter with the Shanghai Futures
Exchange to provide guarantee for its subsidiaries, Chalco Shandong and Zhongzhou
Aluminum, to apply for alumina futures mills. As of 31 December 2023, the balance of
guarantees provided by the Company for Chalco Shandong and Zhongzhou Aluminum
was RMB165 million and RMB265 million, respectively.
Short-term investments in 2023 to be disclosed by the Group are set out in note 10 to the
financial statements.
8. PERFORMANCE OF UNDERTAKINGS
At the end of 2018, Chinalco’s subsidiary China Copper entered into the Agreement on Free
Transfer of Yunnan Metallurgical Group Co., Ltd . (雲南治金集團股份有限公司) (“Yunnan
Metallurgical”) with the State-owned Assets Supervision and Administration Commission of
Yunnan Provincial People’s Government (雲南省人民政府國有資產監督管理委員會) (“Yunnan
SASAC”), pursuant to which Yunnan SASAC would transfer to China Copper’s 51% equity
interest of free of charge. After the free transfer, holding subsidiary, Yunnan Aluminum
became a subsidiary of Chalco. To properly address the horizontal competition between the
Company and Yunnan Aluminum, Chinalco issued commitment letters on avoiding horizontal
competition to both the Company and Yunnan Aluminum, undertaking that it would properly
address the problem by appropriate means in five years starting from 2019.
In 2022, after acquiring Yunnan Aluminum and becoming its controlling shareholder, the
Company carried on the commitment of Chinalco, and issued the Commitment Letter on
Avoidance of Horizontal Competition with Yunnan Aluminum Co., Ltd . to Yunnan Aluminum,
the term and content of which were the same as the commitment originally made by
Chinalco.
Given that the foregoing commitment to avoid horizontal competition has expired at the
end of December 2023, the Company, based on the current actual situation and in order to
effectively protect the interest of Yunnan Aluminum, as well as all shareholders including
minority shareholders, issued the Letter on Extending the Commitment on Avoidance
of Horizontal Competition with Yunnan Aluminum Co., Ltd . to Yunnan Aluminum on 8
December 2023, undertaking to properly address its horizontal competition with Yunnan
Aluminum through asset restructuring, equity replacement, business adjustment, entrusted
management or other means recognized by securities regulators or relevant regulations
before 31 December 2028.
Yunnan Aluminum considered and approved the foregoing extension of addressing the
horizontal competition issue at its 28th meeting of the eighth session of its board of directors
held on 11 December 2023 and the 2023 3rd extraordinary general meeting held on 27
December 2023, respectively, and has fulfilled the corresponding obligation for information
disclosure.
In 2023, the Company and its Directors, Supervisors, senior management, shareholders, and
de facto controllers were not under any investigation, administrative punishment, and public
criticism from the CSRC and public censures from stock exchanges.
At the tenth meeting of the eighth session of the Board of Directors convened
on 21 March 2023 and the fifth meeting of the eighth session of the Supervisory
Committee convened on 20 March 2023, the Company considered and approved the
Resolution in relation to Proposed Provisions for Asset Impairment of the Company
in the Second Half of 2022 , and agreed to the Company’s net provision for bad debts
(including reversal) of RMB364 million and provision for impairment of long-lived assets
of RMB1,848 million in the second half of 2022. The foregoing provision for asset
impairment resulted in a decrease of RMB2,209 million in the profit before tax and a
decrease of RMB1,986 million in the net profit attributable to the shareholders of the
listed company in the consolidated financial statements of the Company for 2022.
Please refer to the announcement of the Company dated 21 March 2023 for details of
the foregoing.
At the 14th meeting of the eighth session of the Board of Directors of the Company
held on 22 August 2023 and the seventh meeting of the eighth session of the
Supervisory Committee of the Company held on 21 August 2023, the Company
considered and approved Resolution on the Proposed Change in Accounting Policy of
the Company , pursuant to which, the Company was approved to, from 2023 onwards,
change the income tax accounting policy and make retrospective adjustment to
the cumulatively impacted data resulting from the change according to the relevant
requirements of the Interpretation No. 16 of the Accounting Standards for Business
Enterprises and No. 18 of the Accounting Standards for Business Enterprises – Income
Tax of the Ministry of Finance. As assessed, the change of the accounting policy will
result in a decrease of RMB1,483,100 in retained income brought forward, a decrease
Please refer to the announcement of the Company dated 22 August 2023 for details of
the foregoing.
In order to further improve capital usage efficiency and revitalize surplus funds, the
Company considered and approved the Resolution on the Company’s Proposed
Increase in the Limit for the Existing Fund Preservation and Appreciation Business
at the 17th meeting of the eighth session of the Board held on 18 December 2023,
pursuant to which, the Company was approved to increase the limit for the existing
fund preservation and appreciation business from RMB5 billion to RMB10 billion, and
investment types could include, without limitation, structured deposit, money fund,
government bond reverse repurchase and other low-risk business, with the term of
each business not to exceed three months.
Please refer to the announcement of the Company dated 18 December 2023 for details
of the foregoing.
At the 24th meeting of the seventh session of the Board and the 12th meeting of the
seventh session of the Supervisory Committee of the Company held on 21 December
2021, the Company reviewed and approved the relevant resolutions on the Company’s
Restricted Share Incentive Scheme (Draft) in 2021 and its summary, and agreed to
the implementation of the 2021 Restricted Share Incentive Scheme to grant not more
than 141,000,000 A shares (representing approximately 0.82% of the Company’s
17,161,591,551 shares in issue at the end of the reporting period) to not more than
1,192 participants. The Restricted Share Incentive Scheme is valid from the date of
completion of registration of the first grant of restricted shares to the date of unlocking
of all restricted shares granted to the participants or the date of repurchase, subject to a
maximum period of 72 months. The purpose of the Restricted Share Incentive Scheme
is to further improve the corporate governance structure, establish a sound sustainable
and stable incentive restraint mechanism, bring sustainable returns to shareholders,
build a bond of interests among shareholders, the Company and employees, fully
mobilize the enthusiasm of core employees, support the strategic realization and long-
term steady development of the Company, attract, retain and motivate outstanding
talents and advocate the concept of sustainable development of the Company and
its employees together. The participants of the Incentive Scheme include directors,
senior management, middle management and core technical (business) backbone of
the Company. The number of Restricted Shares granted to any one participant shall
not exceed 1% of the total share capital of the Company prior to the submission of the
Restricted Share Incentive Scheme to the general meeting for consideration. The date
of determining the price of the Restricted Shares under the first grant is the date of
announcement of the draft Restricted Share Incentive Scheme. The price of grant shall
not be less than the par value of the shares (RMB1.00) and shall not be less than the
higher of: (1). 50% of the average trading price of the Company’s A shares for the 1
trading day prior to the announcement of the Restricted Share Incentive Scheme, being
RMB3.08 per share; (2). 50% of the average trading price of the Company’s A shares
for the 20 trading days prior to the announcement of the Restricted Share Incentive
Scheme, being RMB2.98 per share. The price of grant of reserved restricted shares
shall not be less than the par value of the shares (RMB1.00) and not less than 50%
of the higher of the following prices: (1). The average trading price of the Company’s
A shares for 1 trading day prior to the announcement of the resolution of the Board
to grant reserved restricted shares; (2). one of the average trading prices of the
Company’s A shares for 20 trading days, 60 trading days or 120 trading days prior to
the announcement of the Board resolution to grant reserved restricted shares. Please
refer to the relevant announcements dated 21 December and 22 December 2021 of the
Company for details of the relevant matter.
On 6 April 2022, the 27th meeting of the seventh session of the Board and the 14th
meeting of the seventh session of the Supervisory Committee of the Company
were held, at which the resolution on the adjustment to the 2021 Restricted Share
Incentive Scheme (Draft) and its summary and the appraisal management measures
for implementation were considered and passed. Please refer to the relevant
announcement dated 6 April 2022 of the Company for details of the above matter.
On 20 April 2022, the Company received the Approval on the Implementation of the
Restricted Share Incentive Scheme by Aluminum Corporation of China Limited (Guo Zi
Kao Fen [2022] No. 157) from the State-owned Assets Supervision and Administration
Commission of the State Council, indicating that the State-owned Assets Supervision
and Administration Commission of the State Council agreed in principle to the
Company’s implementation of the Restricted Share Incentive Scheme. Please refer to
the relevant announcement dated 21 April 2022 of the Company for details of the above
matter.
At the 2022 first extraordinary general meeting, the 2022 first class meeting for A
shareholders and the 2022 first class meeting for H shareholders held on 26 April 2022,
the Company considered and approved the relevant resolutions on the 2021 Restricted
Share Incentive Scheme and agreed to the Company’s implementation of the Restricted
Share Incentive Scheme. Please refer to the supplemental circular dated 7 March 2022
and the relevant announcement dated 26 April 2022 of the Company for details of the
relevant matter.
At the 16th meeting of the seventh session of the Supervisory Committee and the
29th meeting of the seventh session of the Board of the Company held on 24 May and
25 May 2022, respectively, the Company considered and approved the resolution in
relation to relevant matters on the adjustment to the 2021 Restricted Share Incentive
Scheme and the resolution in relation to first grant of Restricted Shares to Participants,
and agreed to grant 113,438,200 Restricted Shares to 943 Participants at the Grant
Price of RMB3.08 per share with 25 May 2022 as the First Grant Date. Please refer to
the relevant announcement dated 25 May 2022 of the Company for details of the above
matter.
At the fourth meeting of the eighth session of the Supervisory Committee and the
seventh meeting of the eighth session of the Board of the Company held on 23
November and 24 November 2022, respectively, the Company considered and passed
the Resolution on the Proposed Grant of Reserved Restricted Shares to Participants
under the 2021 Restricted Share Incentive Scheme of the Company, and agreed to
grant 27,536,300 Restricted Shares to 285 Participants at the price of grant of RMB2.21
per share with 24 November 2022 as the Reserve Grant Date. Please refer to the
relevant announcement dated 24 November 2022 of the Company for details of the
above matter.
The Company held the eighth meeting of the eighth session of the Supervisory
Committee and the 16th meeting of the eighth session of the Board on 24 October
and 25 October 2023, respectively, at which the Resolution on Adjustment to
the Repurchase Price of Restricted Shares under the Company’s 2021 Restricted
Share Incentive Scheme and the Resolution on the Repurchase and Cancellation
of Partial Restricted Shares Granted to Incentive Participants but Not Yet Unlocked
were considered and passed. Given that the Company has conducted the dividend
distribution for 2021 and 2022, in accordance with the relevant provisions in the share
incentive scheme, the Board agreed to adjust the repurchase price of the first granted
Restricted Shares from RMB3.08/share to RMB3.01/share, and adjust the repurchase
price of Restricted Shares for reserved grant from RMB2.21/share to RMB2.17/
share. Meanwhile, for the first grant of the Restricted Share Incentive Scheme, four
participants resigned due to personal reasons. Twelve participants retired and no longer
work in the Company or its subsidiary. Sixteen participants terminated their labour
relations with the Company due to objective reasons such as work transfer not under
personal control. Two participants terminated the labour relation due to death. One
participant had a negative impact. The assessment results of three participants were “80
points > S ≥ 70 points” (the standard coefficient of unlocking from selling restrictions
in the current period was 0.9). For the reserved grant, two participants resigned due
to personal reasons. One participant retired and no longer works in the Company or its
subsidiary. Two participants terminated their labour relations with the Company due
to objective reasons such as work transfer not under personal control. Therefore, the
Board agreed that the Company could repurchase and cancel all or part of the 3,210,323
Restricted Shares of the above 43 participants that have been granted but not yet
unlocked from restricted sale. Please refer to the relevant announcement dated 25
October 2023 of the Company for details of the above matter.
Details of the grants made under the Restricted Share Incentive Scheme as at the end
of the reporting period are set out below:
Percentage of
the total share
capital of the
Company as
at the date of
Number adoption of
of the Price of the Restricted
Restricted Grant Share Incentive
Shares (RMB: Scheme
Name Position(s) granted Grant Date Yuan/Share) (%)
(0,000 shares) (Note 2) (Note 3) (Note 4)
Middle management, core technical (business) 11,086.01 25 May 2022 3.08 0.6512
backbone (924 persons)
First grant in total (930 persons) 11,227.03 25 May 2022 3.08 0.6595
Notes:
1. Some figures shown as totals herein may not be an arithmetic aggregation of the figures preceding
them due to rounding adjustments.
2. The Lockup Period shall be 24 months from the completion date of registration of the grant of
Restricted Shares to the Participants. During the Lockup Period, the Restricted Shares granted to
the Participants shall be locked and shall not be transferred or assigned or used as guarantee or
for repayment of debts. Upon unlocking, the Company shall proceed with the unlocking for the
Participants who satisfy Unlocking Conditions, and the Restricted Shares held by the Participants who
do not satisfy the Unlocking Conditions shall be repurchased by the Company. The schedule for the
unlocking of Restricted Shares under the First and Reserved Grants of the Restricted Share Incentive
Scheme is set out in the table below:
Percentage of
the number of
Restricted Shares
to be unlocked to
the number
of the Restricted
Arrangement of unlocking Time of unlocking Shares granted
The first Unlocking Period for the first Commencing from the first trading day after 40%
and reserved grant expiry of the 24-month period from the date of
completion of registration of the corresponding
grant and ending on the last trading day of the
36-month period from the date of completion
of registration of such grant
The second Unlocking Period for the Commencing from the first trading day after 30%
first and reserved grant expiry of the 36-month period from the date of
completion of registration of the corresponding
grant and ending on the last trading day of the
48-month period from the date of completion
of registration of such grant
The third Unlocking Period for the first Commencing from the first trading day after 30%
and reserved grant expiry of the 48-month period from the date of
completion of registration of the corresponding
grant and ending on the last trading day of the
60-month period from the date of completion
of registration of such grant
Based on the growth of the Company’s future performance targets, the Restricted Share Incentive
Scheme sets the conditions for the unlocking of the restricted shares and links the results of the
individual assessment of the Participants to the unlocking of the Restricted Shares. The Restricted
Share Incentive Scheme may be unlocked when the performance indicators of the Company meet the
performance appraisal targets at the same time there are no circumstances under which the Company
is not allowed to exercise equity incentive as set out in the laws and regulations and the relevant
regulations of the CSRC. The performance indicators of the Company include the compounded
growth rate of net profit attributable to owners of the parent after excluding gains or losses from non-
recurring items, the EBITDA/average net assets (EOE) and the annual EVA assessment targets set by
the Board. For details of the Unlocking Conditions of Restricted Shares and the individual assessment
process for Participants, please refer to Appendix I “Restricted Share Incentive Scheme (Draft)”
and Appendix II “Implementation Assessment and Management Measure for the Restricted Share
Incentive Scheme” to the circular of the Company dated 7 March 2022.
During the reporting period, the Restricted Shares granted under the Restricted Share Incentive
Scheme remained in the 24-month unlocking period. As disclosed in the Company’s first grant and
reserved grant results announcements dated 14 June 2022 and 27 December 2022, 23 Participants
waived their subscriptions for a total of 2,055,900 restricted shares granted to them for personal
reasons, and such Restricted Shares were directly reduced and cancelled.
For the first grant of the Restricted Share Incentive Scheme, four participants resigned due to personal
reasons. Twelve participants retired and no longer work in the Company or its subsidiary. Sixteen
participants terminated their labour relations with the Company due to objective reasons such as work
transfer not under personal control. Two participants terminated the labour relation due to death.
One participant had a negative impact. The assessment results of three participants were “80 points
> S ≥ 70 points” (the standard coefficient of unlocking from selling restrictions in the current period
was 0.9). For the reserved grant, two participants resigned due to personal reasons. One participant
retired and no longer works in the Company or its subsidiary. Two participants terminated their labour
relations with the Company due to objective reasons such as work transfer not under personal control.
As considered and passed at the 16th meeting of the eighth session of the Board on 25 October
2023, the Company decided to repurchase and cancel all or part of the 3,210,323 Restricted Shares
of the above 43 participants that have been granted but not yet unlocked from restricted sale. The
cancellation procedure for the foregoing repurchased and cancelled restricted shares was completed
on 26 January 2024, through CSDC Shanghai Branch. Please refer to the announcements of the
Company dated 25 October 2023, 23 January 2024 and 29 January 2024 for details of the matters.
Upon repurchase and cancellation, the number of remaining Restricted Shares in the share incentive
scheme was 135,708,277.
Saved as disclosed above, as of the end of the reporting period, no other Restricted Shares have been
cancelled or lapsed.
3. The closing prices of the Company’s A shares immediately prior to the Grant Date of the Restricted
Shares (i.e. 24 May 2022 and 23 November 2022) were RMB4.93 and RMB4.38 respectively. The
Company granted Restricted Shares on 25 May 2022 and 24 November 2022, respectively. In
accordance with IFRS 2 – Share-based Payment, the Company determined the fair value of the
Restricted Shares on the grant date using the closing price of the Company’s A shares on the grant
date. As at 25 May 2022, the fair value of each Restricted Share was RMB4.97 and the price of grant
per share for Participants was RMB3.08; as at 24 November 2022, the fair value of each Restricted
Share was RMB4.42 and the price of grant per share for Participants was RMB2.21; the difference
between the fair value and the price of grant per share was included in share-based payment expense.
During the reporting period, the Company did not grant any Restricted Shares, accordingly, the
weighted average number of shares that could have been issued in respect of the Restricted Share
Incentive Scheme during the reporting period divided by the number of A shares in issue during the
reporting period is not applicable.
4. As at the date of approval of the Restricted Share Incentive Scheme at the general meeting of the
Company (26 April 2022), the total number of issued shares of the Company was 17,022,672,951.
Upon completion of the first and reserved grant of Restricted Shares, the Company’s total number of
shares issued was changed to 17,161,591,551. Upon completion of the repurchase and cancellation of
Restricted Shares, the Company’s total number of shares issued was changed to 17,158,381,228.
5. The total number of Restricted Shares granted to the five highest paid persons (including three
Directors and two employees) during the reporting period was 1.21 million shares, of which: 0.98
million Restricted Shares were granted on 25 May 2022; and 0.23 million Restricted Shares were
granted on 24 November 2022, and still subject to the 24-month unlocking period during the reporting
period. For details of the five highest paid persons of the Company during the reporting period, please
refer to note 33 to the Financial Statements.
6. Mr. Wu Maosen has ceased to serve as the vice president of the Company since 25 October 2023.
Please refer to the announcements of the Company dated 21 December 2021, 22 December 2021, 6 April
2022, 21 April 2022, 26 April 2022, 25 May 2022, 14 June 2022, 24 November 2022, 27 November 2022, 25
October 2023, 23 January 2024 and 29 January 2024, and the supplemental circular dated 7 March 2022 for
details of the above matters.
The 26,648,300 Restricted Shares for reserved grant in the 2021 Restricted Share
Incentive Scheme of the Company were registered with CSDC Shanghai Branch. The
Resolution on the Revision of the Articles of Association of Aluminum Corporation of
China Limited was considered and passed at the 12th meeting of the eighth session of
the Board held on 20 June 2023. In accordance with the authorisation granted to the
Board during the 2022 first extraordinary general meeting, 2022 first class meeting for
A shareholder, and 2022 first class meeting for H shareholders held on 26 April 2022,
it was agreed that the Company’s registered capital in the Articles of Association could
be changed.
In accordance with the latest Hong Kong Listing Rules, the Company considered and
passed the Resolution on the Amendments to the Detailed Implementation Rules
for the Remuneration Committee of the Board of Directors of Aluminum Corporation
of China Limited and agreed to revise the Detailed Implementation Rules for the
Remuneration Committee at the tenth meeting of the eighth session of the Board on 21
March 2023.
Please refer to the announcements of the Company dated 20 June 2023, 21 March
2023, and 22 August 2023 for details of the above matters.
The Company considered and passed the Resolution on the Company’s Plan to Renew Agreements
Related to Continuing Related Party Transactions with Aluminum Corporation of China and the
Upper Limits of Such Transaction During 2023–2025, the Resolution on the Company’s Plan to
Renew the Financial Services Agreement with Chinalco Finance Co., Ltd. and the Upper Limits of
the Relevant Transactions During 2023–2025, the Resolution on the Company’s Plan to Renew the
Finance Lease Cooperation Framework Agreement with Chinalco Finance Lease Co., Ltd. and the
Upper Limits of the Relevant Transactions During 2023–2025, and the Resolution on the Company’s
Plan to Renew the Factoring Cooperation Framework Agreement with Chinalco Commercial
Factoring Co., Ltd. and the Upper Limits of the Relevant Transactions During 2023–2025 at the
10th meeting of the eighth session of the Board on 21 March 2023. In consideration of changes
in its scope of consolidated statements and its future business development and in order to unify
the validity periods of multiple agreements on continuing connected transactions, the Company
re-signed the multiple agreements on continuing connected transactions with the controlling
shareholder Chinalco and its subsidiaries on 21 March 2023, which included:
1. Signed (i) a new supplementary agreement with entry-into-force conditions, to extend the
validity period of the Comprehensive Social and Logistics Services Agreement, the General
Agreement on Mutual Provision of Production Supplies and Ancillary Services, the Mineral
Supply Agreement, and the Provision of Engineering, Construction and Supervisory Services
Agreement, and replace the original supplementary agreement signed on 26 October 2021; (ii)
a new Fixed Assets Lease Framework Agreement with entry-into-force conditions, to replace
the original one signed on 26 October 2021; (iii) the General Services Master Agreement with
entry-into-force conditions with Chinalco.
2. Signed a new Financial Services Agreement with entry-into-force conditions with Chinalco’s
subsidiary Chinalco Finance to replace the original one signed on 27 August 2020.
3. Signed a new Finance Lease Cooperation Framework Agreement with Chinalco’s subsidiary
Chinalco Lease to replace the original one signed on 26 October 2021.
The above matters of continuing connected transactions were considered and approved at the
2022 annual general meeting of the Company on 20 June 2023. All the validity periods of the new
supplementary agreement, the new Fixed Assets Lease Framework Agreement, the new Financial
Services Agreement, the new Finance Lease Cooperation Framework Agreement, and the new
Factoring Cooperation Framework Agreement are from the date of approval of the annual general
meeting to 31 December 2025. The validity period of the General Services Master Agreement is
from 1 January 2023 to 31 December 2025.
Please refer to the announcement of the Company dated 21 March 2023, the circular to
shareholders dated 5 May 2023, and the supplemental circular dated 23 May 2023 for details of the
above matters.
Listed in the table below are the upper limits for 2023 of the non-exempted continuing connected
transactions of the Group under the new and original agreements on continuing connected
transactions and the amount of actual connected transactions of the Group:
Caps
for 2023 under Caps for
Aggregated the original 2023 under the
consideration agreements new agreements
(for the year on continuing on continuing
ended 31 connected connected
December 2023) transactions transactions
(RMB million) (RMB million) (RMB million)
Caps
for 2023 under Caps for
Aggregated the original 2023 under the
consideration agreements new agreements
(for the year on continuing on continuing
ended 31 connected connected
December 2023) transactions transactions
(RMB million) (RMB million) (RMB million)
(E) Land Use Rights Leasing Agreement (Counterparty: 1,411 1,500 1,500
Chinalco)
Daily cap of deposit balance (including accrued 14,231Note Daily cap of deposit Daily cap of deposit
interests) balance 12,000 balance 17,000
Daily cap of credit balance (including accrued interest) 2,477 Daily cap of credit Daily cap of credit
balance 15,000 balance 21,000
Caps
for 2023 under Caps for
Aggregated the original 2023 under the
consideration agreements new agreements
(for the year on continuing on continuing
ended 31 connected connected
December 2023) transactions transactions
(RMB million) (RMB million) (RMB million)
Note: For the period commencing from 1 January 2023 and ending on 20 June 2023 (the effective period of the original
agreements on continuing connected transactions), the daily cap of deposit balance (including accrued interests) did
not exceed its cap of RMB12 billion.
During the reporting period, the aforesaid continuing connected transactions have been performed
in accordance with relevant agreements as announced. The continuing connected transactions of
the Group are mainly the transactions between the Group and Chinalco.
1. The Company has adopted effective internal control measures to daily monitor the continuing
connected transactions of the Group. The Audit Committee of the Board of the Company
continuously conducts strict review on the continuing connected transactions to ensure the
completeness and effectiveness of the internal control measures regarding the continuing
connected transactions. The independent non-executive Directors of the Company have
reviewed the above transactions and confirmed:
(i) the transactions have been entered into in the ordinary and usual course of business of
the Group;
(ii) the terms of the transactions are fair and reasonable, and are in the interest of the
Company’s shareholders as a whole;
(iii) the transactions have been entered into on normal commercial terms or, where
there are not sufficient comparable transactions to judge whether they are on normal
commercial terms, they are on terms no less favourable than those available to or
offered to independent third parties; and
(iv) the transactions have been undertaken in accordance with the terms of relevant
agreements governing such transactions.
2. Pursuant to Rule 14A.56 of the Hong Kong Listing Rules, the Board engaged the auditor of
the Company to conduct a limited assurance engagement on the above continuing connected
transactions in accordance with Hong Kong Standard on Assurance Engagements 3000
“Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”
and with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected
Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of
Certified Public Accountants. The auditor has reported the results of their procedures to the
Board stating that:
a. nothing has come to the auditor’s attention that causes the auditor to believe that the
disclosed continuing connected transactions have not been approved by the Board of
the Company.
b. for transactions involving the provision of goods or services by the Group, nothing has
come to the auditor’s attention that causes the auditor to believe that the transactions
were not, in all material respects, in accordance with the pricing policies of the
Company.
c. nothing has come to the auditor’s attention that causes the auditor to believe that the
transactions were not entered into, in all material respects, in accordance with the
relevant agreements governing such transactions.
d. with respect to the aggregate amount of each of the continuing connected transactions
set out above, nothing has come to the auditor’s attention that causes the auditor to
believe that such continuing connected transactions have exceeded the maximum
aggregate annual cap made by the Company in respect of each of the disclosed
continuing connected transactions.
Date of supplementary The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: Chinalco (as provider, for itself and on behalf of its subsidiaries and
associates)
The Company (as recipient, for itself and on behalf of its subsidiaries)
Nature of transaction: (i) Social services: public security and firefighting services,
education and training, schools, hospitals and health facilities,
cultural and sports undertakings, newspapers and magazines,
broadcasting, printing and other relevant or similar services;
and
Price determination: The prices in respect of the relevant services under the Comprehensive
Social and Logistics Services Agreement will be determined with
reference to comparable local market prices. The comparable local
market prices refer to the prices arrived at with reference to those
charged or quoted by at least two independent third parties providing
services with comparable scale in areas where such services were
provided under normal trading conditions around that time.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the supplemental circular dated 6 December 2021
of the Company, respectively.
Date of supplementary The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: Chinalco (as provider and recipient, for itself and on behalf of its
subsidiaries and associates)
The Company (as provider and recipient, for itself and on behalf of its
subsidiaries)
Nature of transaction: (a) Production supplies and ancillary services provided by Chinalco
to the Company
Price determination: (1) Provision of products and ancillary services to the Company by
Chinalco:
(b) S t o r a g e a n d t r a n s p o r t a t i o n s e r v i c e s: t h e p r i c e i s
determined with reference to the contractual price,
which refers to a mutually agreed price set by all
relevant parties for the provision of services. Such price
is equivalent to reasonable costs incurred in providing
such services plus reasonable profit. Reasonable costs
mainly comprise fuel costs, transportation facility fees,
relevant labour costs and etc. The reasonable profit
(which shall be not more than 5% of such costs) for the
storage and transportation services provided by Chinalco
to the Company is arrived at through arm’s length
negotiation between the Company and Chinalco after
taking comprehensive consideration of the normal profit
margin (being the comparable market profit margin of the
relevant products or services) of such services provided
by Chinalco to the Company, and shall not be higher than
the profit margin charged to independent third parties.
Such profit margin is considered reasonable by the
Company as following the above principle;
(a) Products:
Payment term: Payment on delivery (payment shall generally be made (a) within
a period of time after the delivery of the relevant products at the
place designated by the purchasing party or the provision of the
relevant services, and the completion of necessary inspections and
internal approval procedures; or (b) after setting off the amounts due
between the parties where there is mutual provision of products and
services. The relevant payment term shall be no less favourable than
those under comparable transactions between the Company and
independent third parties.)
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the supplemental circular dated 6 December 2021
of the Company, respectively.
Date of supplementary The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: Chinalco (as provider, for itself and on behalf of its subsidiaries and
associates)
The Company (as recipient, for itself and on behalf of its subsidiaries)
Price determination: (i) For the supplies of bauxite and limestone from Chinalco’s own
mining operations, at reasonable costs incurred in providing
the same (which mainly comprise fuel and energy costs, labour
costs, security expenses and etc.), plus not more than 5% of
such reasonable costs (a buffer for surges in the price level
and labour costs, which is arrived at through arm’s length
negotiation between the Company and Chinalco after taking
comprehensive consideration of the normal profit margin (being
the comparable market profit margin of the relevant products
or services) of such products provided by Chinalco to the
Company, and is not higher than the profit margin charged to
independent third parties); and
(ii) For the supplies of bauxite and limestone from jointly operated
mines, at contractual price paid by Chinalco to relevant third
parties.
Payment term: Payment on delivery (payment shall generally be made (a) within
a period of time after the delivery of the relevant products at the
place designated by the purchasing party or the provision of the
relevant services, and the completion of necessary inspections and
internal approval procedures; or (b) after setting off the amounts due
between the parties where there is mutual provision of products and
services. The relevant payment term shall be no less favourable than
those under comparable transactions between the Company and
independent third parties.)
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the supplemental circular dated 6 December 2021
of the Company, respectively.
Date of supplementary The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: Chinalco (as provider, for itself and on behalf of its subsidiaries and
associates)
The Company (as recipient, for itself and on behalf of its subsidiaries)
Payment term: Payment shall generally be made (a) as to 10% to 20% of the
contract price before the provision of the relevant services, up to
a maximum of 70% of the contract price during the provision of
the relevant services and as to the remaining 10% to 20% of the
contract price upon successful provision of the relevant services;
(b) in accordance with the prevailing market practice; or (c) in
accordance with the arrangement to be agreed by the parties. The
relevant payment term shall be no less favourable than those under
the comparable transactions between the Company and independent
third parties.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the supplemental circular dated 6 December 2021
of the Company, respectively.
Parties: Chinalco (as lessor) (for itself and on behalf of its subsidiaries)
The Company (as lessee) (for itself and on behalf of its subsidiaries)
Price determination: The rental shall be negotiated every three years at a rate not higher
than the comparable local market prices (i.e. with reference to
those charged or quoted by at least two independent third parties in
respect of the land use rights with comparable scale in such areas
under normal trading conditions around the time, and shall not be
higher than those charged or quoted by independent third parties)
or the prevailing market rental as determined by an independent
valuer, to be engaged by both parties from time to time, through land
valuation.
For more detailed information on this continuing connected transaction, please refer to the
announcement dated 21 March 2023 and the supplemental circular dated 23 May 2023 of the
Company, respectively.
Date of renewed The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: Chinalco (as both lessor and lessee) (for itself and on behalf of its
subsidiaries and associates)
The Company (as both lessor and lessee) (for itself and on behalf of
its subsidiaries)
Price determination: The rental shall follow the principles of valuable consideration,
openness, fairness and justness, and introduce market competition
mechanism. When determining the rental, the parties will also
make reference to the prices charged or quoted by at least two
independent third parties providing services of similar size and nature
under normal trading conditions in the market around that time.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the supplemental circular dated 6 December 2021
of the Company, respectively.
Parties: Chinalco (as provider, for itself and on behalf of its subsidiaries and
associates)
The Company (as recipient, for itself and on behalf of its subsidiaries)
Nature of transaction: (1) Chinalco provides the Company with platform services, such as
financial sharing:
For more detailed information on this continuing connected transaction, please refer to the
announcement dated 21 March 2023 and the supplemental circular dated 23 May 2023 of the
Company, respectively.
Date of renewed The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 27 August 2020.
Parties: The Company (as recipient) (for itself and on behalf of its subsidiaries)
The interest rate for the deposits of the Group with Chinalco
Finance shall be within the upper limit of the interest rate for
the same type of deposit announced by the People’s Bank of
China for the same period, and, in principle, not lower than
the interest rate for the same type of deposit offered by major
commercial banks in the PRC for the same period.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the supplemental
circular dated 23 May 2023 of the Company, respectively. For more detailed information
on this continuing connected transaction under the new agreement, please refer to the
announcement dated 27 August 2020 and the supplemental circular dated 30 September
2020 of the Company, respectively.
Date of renewed The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: The Company (as lessee) (for itself and on behalf of its subsidiaries)
Nature of transaction: The Company obtained the financing by way of finance leasing
arrangements, including but not limited to direct leasing arrangements
and sale-and-leaseback arrangements: (1) direct leasing arrangements,
under which, Chinalco Lease will directly purchase the new equipment
as required by the Company and lease the same to the Company for its
use, while the Company will pay rental to Chinalco Lease accordingly
and, upon expiry of the lease term, will purchase the assets from
Chinalco Lease at a specific price after the rental has been fully paid to
Chinalco Lease in accordance with corresponding operative agreements;
and (2) sale-and-leaseback arrangements, under which, the Company
will sell its own assets to Chinalco Lease to obtain financing, and then
lease back the sold assets and pay rental to Chinalco Lease until expiry
of the lease term when the Company will repurchase the assets from
Chinalco Lease after the rental has been fully paid to Chinalco Lease in
accordance with corresponding operative agreements. The scope of the
assets under the finance lease includes but not limited to production
equipment in relation to alumina, electrolytic aluminium, mine and
energy power etc., and the carrying amount of such assets shall be not
less than the principal amount under the finance lease in any event.
At any point during the validity period of the new agreement, the
Company’s financing balance obtained from Chinalco Lease shall
not exceed RMB3 billion (at any point during the validity period of
the original agreement, the Company’s financing balance obtained
from Chinalco Lease shall not exceed RMB2.5 billion). The financing
balance represents the aggregate principal amount outstanding under
the Finance Lease Cooperation Framework Agreement plus any lease
interest, commission fees and other expenses, if applicable, incurred
from the beginning of that year to that exact point of time.
Price determination: The financing costs mainly include lease interest and commission
fees, etc. The costs of finance leasing services provided by Chinalco
Lease shall not be higher than the financing costs of services of the
same or similar nature provided by independent third party finance
lease companies in the PRC (the after-tax internal rate of return shall
prevail). The lease interest shall be determined with reference to the
benchmark interest rates for RMB denominated loans published by
the People’s Bank of China on a regular basis; if such rates are not
available, then the lease interest shall be determined with reference
to the rate charged or quoted by other major finance organisation for
the same or similar service.
Payment term: The Company and Chinalco Lease will, based on the actual cash
flows, design flexible payment methods, including but not limited
to payment of principal in equal instalments on a quarterly basis,
payment of principal and interest in equal instalments on a quarterly
basis, payment of principal in unequal instalments on a quarterly
basis, payment of principal in equal instalments on a semi-annual
basis, payment of principal and interest in equal instalments on an
annual basis, etc.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the shareholder
circular dated 5 May 2023 of the Company, respectively. For more detailed information on
this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021 and the shareholder circular dated 4 November 2021
of the Company, respectively.
Date of renewed The new agreement was signed on 21 March 2023; the original
agreement: agreement was signed on 26 October 2021.
Parties: The Company (as recipient) (for itself and on behalf of its subsidiaries)
Nature of transaction: Chinalco Factoring will provide factoring financing services to the
Company in accordance with the terms and conditions of the Factoring
Cooperation Framework Agreement. In particular, the Company will
obtain funds by way of accounts receivable transfer, which means the
Company will transfer its accounts receivable to Chinalco Factoring
and thereby obtain factoring financing from Chinalco Factoring. When
becoming due, such accounts receivable as transferred shall be paid by
their debtors to Chinalco Factoring or be repurchased by the Company
from Chinalco Factoring.
At any time during the valid period of the new Factoring Cooperation
Framework Agreement, the balance (including factoring prepayment,
factoring fee and factoring handling charges) of factoring business
between the Company and Chinalco Factoring shall not exceed
RMB1.8 billion. At any time during the valid period of the original
Factoring Cooperation Framework Agreement, the balance (including
factoring prepayment, factoring fee and factoring handling charges)
of factoring business between the Company and Chinalco Factoring
shall not exceed RMB1 billion.
Price determination: The financing costs for the services to be provided by Chinalco
Factoring to the Company shall not be higher than the average
financing costs charged by independent third party factoring
companies in the PRC for similar services.
Payment term: The Company and Chinalco Factoring shall design the payment
methods on a flexible basis according to the specific factoring
services, including but not limited to payment by the financing party
to accounts receivable or by debtors to accounts receivable or both.
For more detailed information on this continuing connected transaction under the new
agreement, please refer to the announcement dated 21 March 2023 and the shareholder
circular dated 5 May 2023 of the Company, respectively. For more detailed information on
this continuing connected transaction under the original agreement, please refer to the
announcement dated 26 October 2021.
At the tenth meeting of the eighth session of the Board held on 21 March 2023, the Company
reviewed and approved the Resolution on the Company’s Intended Transfer of Equity in a
Subsidiary to Chinalco High-end Manufacturing Co., Ltd ., agreeing that the Company will
transfer 100% equity in Qingdao Light Metal held by its subsidiary, Chalco Shandong, to
Chinalco High-end Manufacturing through an agreement. After the completion of this equity
transfer, Chalco Shandong will no longer hold any equity in Qingdao Light Metal, and Qingdao
Light Metal will no longer be a subsidiary of Chalco Shandong, and its financial results will no
longer be consolidated into the accounts of Chalco Shandong.
Please refer to the announcement of the Company dated 21 March 2023 for details of the
foregoing.
As of the date of this report, the parties involved have not yet signed any specific agreements
regarding the above equity transfer.
At the eleventh meeting of the eighth session of the Board held on 25 April 2023, the
Company reviewed and approved the Resolution on Yunnan Aluminum Co., Ltd.’s Intended
Transfer of Assets and Equity in Subsidiaries to China Aluminum Corporation High-end
Manufacturing Co., Ltd ., agreeing that the Company’s subsidiary, Yunnan Aluminum, will
transfer the related assets and liabilities held by its holding subsidiary, Yunnan Yunlv Haixin
Aluminum Co., Ltd. (雲南雲鋁海鑫鋁業有限公司), and the 51% equity held by its holding
subsidiary, Yunnan Yunlv Yongxin Aluminum Co., Ltd. (雲南雲鋁涌鑫鋁業有限公司) (“Yunlv
Yongxin”), in Yunnan Yongshun Aluminum Co., Ltd. (“Yongshun Aluminum”) to Chinalco
High-end Manufacturing through an agreement. After the completion of this equity transfer,
Yunlv Yongxin will no longer hold any equity in Yongshun Aluminum, and Yongshun Aluminum
will no longer be a subsidiary of Yunlv Yongxin, and its financial results will no longer be
consolidated into the accounts of Yunlv Yongxin.
Please refer to the announcement of the Company dated 25 April 2023 for details of the
foregoing.
As of the date of this report, the parties involved have not yet signed any specific agreements
regarding the above assets and equity transfer.
At the fourteenth meeting of the eighth session of the Board held on 22 August 2023, the
Company reviewed and approved the Resolution on Yunnan Aluminum Co., Ltd.’s Intended
Transfer of 100,000 Tons of Electrolytic Aluminum Capacity Quota to Aluminum Corporation
of China Limited Qinghai Branch , agreeing that Yunnan Aluminum will transfer 100,000 tons
of electrolytic aluminium capacity quota to Qinghai Branch through an agreement, with the
transaction consideration of RMB601.8780 million, which is the appraised value of such
quota.
On 8 September 2023, Yunnan Aluminum and Qinghai Branch formally signed the transfer
agreement regarding the above-mentioned electrolytic aluminium capacity quota transfer.
Please refer to the announcements of the Company dated 22 August 2023 and 8 September
2023 for details of the above matters.
At the seventeenth meeting of the eighth session of the Board held on 18 December 2023,
the Company reviewed and approved the Resolution on the Company’s Participation in the
Establishment of Chinalco (Xiong’an) Mining Co., Ltd ., agreeing that the Company, together
with its controlling shareholder Chinalco and its subsidiaries China Copper and Chinalco
Capital, will jointly contribute RMB2 billion to establish Chinalco (Xiong’an) Mining Co., Ltd.
(the “Joint Venture Company”). Chinalco will contribute RMB602 million in cash and its
50% equity interest in Chinalco Overseas Development Co., Ltd., holding 30.10% equity
interest in the Joint Venture Company; the Company will contribute RMB600 million in cash
and its 50% equity interest in Chinalco Overseas Development Co., Ltd., holding 30% equity
interest in the Joint Venture Company; China Copper will contribute RMB600 million in cash
and its certain equity interest held by China Copper Mineral Resources Co., Ltd. (中銅礦產
資源有限公司), holding 30% equity interest in the Joint Venture Company; Chinalco Capital
will contribute RMB198 million in cash, holding 9.90% equity interest in the Joint Venture
Company. After the establishment of the Joint Venture Company, it will not be a subsidiary of
the Company, and its financial results will not be consolidated into the Company’s accounts.
On 18 December 2023, the Company formally signed the contribution agreement with
Chinalco, China Copper, and Chinalco Capital regarding the establishment of the Joint Venture
Company.
As Chinalco is the Company’s controlling shareholder and China Copper and Chinalco Capital
are subsidiaries of Chinalco, all of them are connected persons of the Company under Chapter
14A of the Hong Kong Listing Rules. Therefore, the establishment of the Joint Venture
Company constitutes a connected transaction under Chapter 14A of the Hong Kong Listing
Rules. As the highest applicable percentage for this transaction (as defined in the Hong Kong
Listing Rules) exceeds 0.1% but is less than 5%, this transaction is subject to the reporting
and announcement requirements under Chapter 14A of the Hong Kong Listing Rules, but
exempt from the requirement for independent shareholders’ approval.
Please refer to the announcement of the Company dated 18 December 2023 for details of the
foregoing.
In accordance with the capital increase agreement signed by the Company, Chinalco Asset,
Chalco Trading, and Shanghai Kelin Aluminum of Shanghai Company Limited (“Shanghai
Kelin”) on 13 November 2015 (the “Original Agreement”), the Company, Chalco Trading,
and Shanghai Kelin agreed to inject capital into Chinalco Property. Among them, the
Company’s total capital injection into Chinalco Property amounted to RMB1,236,758,300,
of which RMB646,000,000 was paid in cash, and RMB590,758,300 was paid using the PRC
properties owned by the Company. In view of the fact that the property rights of certain
buildings of such PRC properties cannot be changed, the Company and Chinalco Asset
signed a supplemental agreement to the Original Agreement on 18 December 2023, whereby
the capital increase made by the Company to Chinalco Property in the form of certain PRC
properties under the Original Agreement shall be adjusted to be made in cash, amounting to
RMB70,171,700.
Chinalco is the controlling shareholder of the Company and Chinalco Property is a subsidiary
of Chinalco. Therefore, Chinalco Property is a connected person of the Company under
Chapter 14A of the Hong Kong Listing Rules. Thus, the transaction under the Original
Agreement and the supplemental agreement constitutes a connected transaction under
Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (as
defined under the Hong Kong Listing Rules) in respect of the transaction exceeds 0.1% but
is less than 5%, it is subject to the relevant reporting and announcement requirements under
Chapter 14A of the Hong Kong Listing Rules but exempt from the independent shareholders’
approval requirement.
Please refer to the announcements of the Company dated 13 November 2015 and 18
December 2023 for details of the foregoing.
At the seventeenth meeting of the eighth session of the Board held on 18 December
2023, the Company reviewed and approved the Resolution on the Company’s Participation
in the Equity Reform of Chinalco Research Institute of Science and Technology Co., Ltd .,
agreeing that the Company will acquire 20% equity of Chinalco Research Institute held by
Chinalco through an agreement, with the transaction price of RMB446,581,380, which is the
appraised value of such equity. Additionally, Chinalco, the Company and China Copper will
inject RMB200 million, RMB400 million and RMB400 million in cash to increase the capital of
Chinalco Research Institute, respectively. Upon completion of the equity transfer and capital
increase, Chinalco, the Company and China Copper will hold 47.62%, 26.19% and 26.19% of
the equity of Chinalco Research Institute, respectively. Chinalco Research Institute will not
become a subsidiary of the Company, and its financial results will not be consolidated into the
Company’s accounts.
On 28 December 2023, the Company and Chinalco signed the Equity Transfer Agreement
regarding the transfer of 20% equity of Chinalco Research Institute. On the same day,
the Company, Chinalco, China Copper, and Chinalco Research Institute signed the Capital
Increase Agreement regarding the capital increase.
As Chinalco is the Company’s controlling shareholder, and China Copper and Chinalco
Research Institute are subsidiaries of Chinalco, all of them are connected persons of the
Company under Chapter 14A of the Hong Kong Listing Rules. Therefore, the aforementioned
equity transfer and capital increase transactions constitute connected transactions under
Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage for
these transactions (as defined in the Hong Kong Listing Rules) exceeds 0.1% but is less
than 5%, these transactions are subject to the reporting and announcement requirements
under Chapter 14A of the Hong Kong Listing Rules, but exempt from the requirement for
independent shareholders’ approval.
Please refer to the announcements of the Company dated 18 December 2023 and 28
December 2023 for details of the above matters.
At the seventeenth meeting of the eighth session of the Board convened on 18 December
2023, the Company reviewed and approved the Resolution on the Establishment of a Joint
Venture Company between Chalco Zhengzhou Research Institute of Non-ferrous Metal
Co., Ltd. and Zhengzhou Light Metal Institute Co., Ltd ., agreeing that its holding subsidiary,
Zhengzhou Institute, and Zhengzhou Light Metal Institute will jointly invest RMB25 million to
establish a joint venture company. Zhengzhou Institute will contribute RMB20 million in cash
and assets, holding 80% equity in the joint venture company. Upon establishment, the joint
venture company will become a subsidiary of Zhengzhou Institute, and its financial results will
be consolidated into the Company’s accounts.
On 18 December 2023, Zhengzhou Institute and Zhengzhou Light Metal Institute signed the
Contribution Agreement regarding the establishment of the joint venture company.
Please refer to the announcement of the Company dated 18 December 2023 for details of the
foregoing.
OPINION
The consolidated financial statements of Aluminum Corporation of China Limited (the “Company”)
and its subsidiaries (the “Group”), which are set out on pages 204 to 397, comprise:
• the consolidated statement of profit or loss and other comprehensive income for the year
then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated
financial position of the Group as at 31 December 2023, and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with IFRS
Accounting Standards and have been properly prepared in compliance with the disclosure
requirements of the Hong Kong Companies Ordinance.
We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Consolidated Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the
International Ethics Standards Board for Accountants (“IESBA Code”), and we have fulfilled our
other ethical responsibilities in accordance with the IESBA Code.
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Refer to Notes 3 Estimates and assumptions (a) In addressing this matter, we performed the
and Note 6 Property, plant and equipment to the following procedures:
consolidated financial statements.
As at 31 December 2023, the Group’s net carrying • Obtained an understanding of the management’s
amount of property, plant and equipment (“PP&E”) internal control and assessment process of
was RMB104,810 million. Management assesses recoverable amounts of PP&E, and assessed
related assets for potential impairment whenever the inherent risk of material misstatement by
there are indications that the carrying value of an considering the degree of estimation uncertainty
asset or a group of assets may not be recoverable. and the level of other inherent risk factors
As at 31 December 2023, management performed such as complexity, subjectivity, changes and
impairment assessment on PP&E with impairment susceptibility to management bias or fraud.
indications at the level of cash generating unit
(“CGU”) to which the PP&E was allocated using the • Evaluated and tested the key controls
discounted cash flow model. The discounted cash over the impairment assessment of PP&E,
flows model used for the impairment assessment including controls over the development
of PP&E involved significant assumptions including of model and significant assumptions used
product prices and discount rate. Based on the in the impairment test.
impairment test, RMB597 million of impairment
losses was recognised by management for PP&E • Evaluated the appropriateness of identification of
for the year ended 31 December 2023. CGUs at which level the impairment assessment
was performed.
We focused on auditing the impairment assessment
of PP&E because the carrying amount of PP&E • Evaluated the reasonableness of the significant
as at 31 December 2023 was significant, and the assumptions of the product prices applied by
estimation of recoverable amount of PP&E was management by comparing the management
subject to high degree of estimation uncertainty. forecast prices against the historical and
The inherent risk in relation to the impairment present market prices, taking into account the
assessment of PP&E is considered significant due published forecast prices.
to the complexity of the model and subjectivity
of significant assumptions used. Therefore, we • Involved our valuation experts to evaluate
identified impairment assessment of PP&E as a key the appropriateness of the model that the
audit matter. management used, and the reasonableness
of the significant assumptions including the
discount rate.
Refer to Notes 3 Estimates and assumptions (b) In addressing this matter, we performed the
and Note 5 Intangible assets to the consolidated following procedures:
financial statements.
OTHER INFORMATION
The directors of the Company are responsible for the other information. The other information
comprises all of the information included in the annual report other than the consolidated financial
statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
The directors of the Company are responsible for the preparation of the consolidated financial
statements that give a true and fair view in accordance with IFRS Accounting Standards and the
disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as
the directors determine is necessary to enable the preparation of consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting
process.
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body,
and for no other purpose. We do not assume responsibility towards or accept liability to any other
person for the contents of this report. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
• Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the consolidated financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is LEONG Kin
Bong.
PricewaterhouseCoopers
Certified Public Accountants
31 December 31 December
Notes 2023 2022
(Restated)
ASSETS
Non-current assets
Intangible assets 5 13,726,878 12,950,823
Property, plant and equipment 6 104,809,892 109,276,880
Investment properties 7 2,047,569 1,917,623
Right-of-use assets 22(a) 16,206,021 17,273,642
Investments in joint ventures 8(a) 3,359,186 3,339,967
Investments in associates 8(b) 6,680,346 6,402,638
Financial assets at fair value through other
comprehensive income 9 2,158,418 2,161,085
Deferred tax assets 11 2,022,724 2,057,765
Other non-current assets 12 2,304,241 2,431,500
Current assets
Inventories 13 22,847,135 24,712,322
Trade and notes receivables 14 6,607,154 5,874,021
Other current assets 15 2,869,885 4,689,697
Financial assets at fair value through profit or loss 10 5,012,779 –
Restricted cash 16 2,064,046 2,443,249
Cash and cash equivalents 16 19,039,535 16,816,684
31 December 31 December
Notes 2023 2022
(Restated)
LIABILITIES
Non-current liabilities
Interest-bearing loans and borrowings 21 50,515,635 58,596,765
Deferred tax liabilities 11 1,436,956 1,453,040
Other non-current liabilities 23 2,208,307 2,176,784
31 December 31 December
Notes 2023 2022
(Restated)
Current liabilities
Trade and notes payables 25 21,111,718 22,536,331
Other payables and accrued liabilities 24 7,927,088 9,521,239
Contract liabilities 4 1,681,425 2,049,014
Financial liabilities at fair value through profit or loss 39.2 24,426 8,767
Income tax payable 826,681 392,119
Interest-bearing loans and borrowings 21 27,134,434 27,859,353
The accompanying notes on pages 214 to 397 are an integral part of these consolidated financial
statements.
The financial statements on pages 204 to 397 were approved by the Board of Directors on 27
March 2024 and were signed on its behalf.
390,859 309,542
12,583,781 10,843,470
12,438,743 10,320,681
The accompanying notes on pages 214 to 397 are an integral part of these consolidated financial
statements.
At 31 December 2022 17,161,592 21,723,463 1,196,340 (404,685) 2,060,540 319,749 138,762 2,000,000 117,704 10,089,547 54,403,012 33,352,955 87,755,967
Changes in accounting policies
(Note 2.1.1) – – – – – – – – – (1,483) (1,483) – (1,483)
At 1 January 2023 17,161,592 21,723,463 1,196,340 (404,685) 2,060,540 319,749 138,762 2,000,000 117,704 10,088,064 54,401,529 33,352,955 87,754,484
At 31 December 2023 17,161,592 21,723,463 1,403,222 (404,685) 2,434,576 280,788 133,832 2,000,000 (32,709) 15,757,656 60,457,735 38,431,404 98,889,139
At 31 December 2021 17,022,673 30,006,770 1,160,546 – 1,892,286 321,329 167,451 2,498,429 604,061 6,810,078 60,483,623 29,213,945 89,697,568
Changes in accounting
policies (Note 2.1.1) – – – – – – – – – (1,624) (1,624) – (1,624)
At 1 January 2022 17,022,673 30,006,770 1,160,546 – 1,892,286 321,329 167,451 2,498,429 604,061 6,808,454 60,481,999 29,213,945 89,695,944
Other comprehensive
income for the year
Changes in fair value of
equity investments at
fair value through other
comprehensive income,
net of tax – – – – – – (23,061) – – – (23,061) (13,587) (36,648)
Exchange differences on
translation of foreign
operations – – – – – – – – (486,357) – (486,357) 5,844 (480,513)
Share of other comprehensive
loss of associates and joint
ventures accounted for
using the equity method – – – – – – (5,628) – – – (5,628) – (5,628)
Total comprehensive
income for the year – – – – – – (28,689) – (486,357) 4,192,068 3,677,022 6,643,659 10,320,681
At 31 December 2022 17,161,592 21,723,463 1,196,340 (404,685) 2,060,540 319,749 138,762 2,000,000 117,704 10,088,064 54,401,529 33,352,955 87,754,484
The accompanying notes on pages 214 to 397 are an integral part of these consolidated financial
statements
Investing activities
Purchases of intangible assets (1,280,778) (197,352)
Purchases of property, plant and equipment (5,407,503) (4,416,315)
Purchases of right-of-use assets (21,214) (137,529)
Proceeds from disposal of subsidiaries, net of cash – 94,496
Proceeds from disposal of property, plant and
equipment 190,242 47,875
Proceeds from disposal of intangible assets – 25,320
Proceeds from disposal of right-of-use assets – 13,796
Proceeds from disposal of joint ventures and
associates 22,277 72,079
Payment for disposal of subsidiaries, net of cash (2,051) –
Investments in other financial assets measured at fair
value (10,800,000) (15,330,000)
Investments in associates (277,777) –
Proceeds from disposal of other financial assets
measured at fair value 5,800,000 15,000,000
Investment income received from other financial
assets measured at fair value 179,235 351,537
Dividend received from financial assets at fair value
through other comprehensive income – 11,499
Dividends received from associates and joint ventures 346,079 311,895
Change in deposit of futures contracts 70,069 673,392
Assets-related government grants received 182,175 61,010
Financing activities
Instalment payment of bonds and shares issuance
expenses (33) (8,769)
Proceeds from issuance of short-term bonds and
medium-term notes 2,000,000 8,500,000
Repayments of senior perpetual securities – (2,498,429)
Proceeds from issuance of senior perpetual securities – 2,000,000
Repayments of short-term bonds and medium-term
notes (7,029,634) (11,543,196)
Distributions of senior perpetual securities (55,500) (109,071)
Drawdown of short-term and long-term bank and other
loans 19,503,513 23,110,651
Repayments of short-term and long-term bank and
other loans (22,904,241) (30,462,437)
Lease payments (1,384,900) (1,599,072)
Issuance of shares for employee share scheme – 404,685
Capital injection from non-controlling shareholders 1,262,126 –
Cash consideration paid for business combination
under common control – (8,549,073)
Dividends paid by subsidiaries to non-controlling
shareholders (2,116,452) (2,513,038)
Proceeds from loans of non-controlling shareholders – 50,000
Repayments of loans of non-controlling shareholders – (45,000)
Interest paid (3,418,249) (3,775,000)
Cash and cash equivalents at the beginning of the year 16,816,684 19,683,619
Net foreign exchange differences (93,339) (156,067)
Cash and cash equivalents as at the end of the year 16 18,439,535 16,816,684
The accompanying notes on pages 214 to 397 are an integral part of these consolidated financial
statements.
1 GENERAL INFORMATION
Aluminum Corporation of China Limited (the “Company”) (中國鋁業股份有限公司) and its
subsidiaries (together the “Group”) are principally engaged in the exploration and mining of
bauxite resources; production, sales, related technical development and technical services
of alumina, primary aluminum, aluminum alloy and carbon; power generation business;
exploration, mining and operation of coal resources; trading and the related transportation
services.
The Company is a joint stock company which was established on 10 September 2001 and is
domiciled in the People’s Republic of China (the “PRC”) with limited liability. The address of
its registered office is No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC.
The Company’s shares have been listed on the Main Board of the Hong Kong Stock Exchange
and the New York Stock Exchange since 2001. The Company also listed its A shares on the
Shanghai Stock Exchange in 2007.
On 2 February 2024, the Company has notified the New York Stock Exchange (“NYSE”) of
its application for terminating the registration of its American depositary shares (the “ADSs”)
from the NYSE. As at the date of issue of these financial statements, the aforementioned
application is still within the 90 days’ period and the termination of ADR registration in NYSE is
still in progress.
In the opinion of the directors, the ultimate parent of the Company is Aluminum Corporation
of China (“Chinalco”) (中國鋁業集團有限公司), a company incorporated and domiciled in
the PRC and wholly-owned by the State-owned Assets Supervision and Administration
Commission of the State Council.
Shanxi Huaxing Aluminum Co. Ltd. PRC/Mainland China 1,850,000 Manufacture and distribution of 60.00% 40.00%
(“Shanxi Huaxing”) alumina
(山西華興鋁業有限公司)
Baotou Aluminum Co., Ltd. PRC/Mainland China 2,245,510 Manufacture and distribution of 100.00% –
(“Baotou Aluminum”) primary aluminum, aluminum alloy
(包頭鋁業有限公司) and related fabricated products and
carbon products
China Aluminum International Trading PRC/Mainland China 1,731,111 Import and export activities 100.00% –
Co., Ltd. (“Chalco Trading”)
(中鋁國際貿易有限公司)
Chalco Shanxi New Material Co., Ltd. PRC/Mainland China 4,279,601 Manufacture and distribution of 85.98% –
(“Shanxi New Material”) alumina, primary aluminum and
(中鋁山西新材料有限公司) anode carbon products and
electricity generation and supply
China Aluminum International Trading PRC/Mainland China 1,030,000 Import and export activities 100.00% –
Group Co., Ltd. (“Trading Group”)
(中鋁國際貿易集團有限公司)
Zunyi Aluminum Co., Ltd. PRC/Mainland China 3,204,900 Manufacture and distribution of 67.45% –
(遵義鋁業股份有限公司) primary aluminum and alumina
Chalco Hong Kong Ltd. (“Chalco Hong Hong Kong HKD6,778,835 Overseas investments and alumina 100.00% –
Kong”) in thousand import and export activities, and
(中國鋁業香港有限公司) mining and distribution of bauxite.
Chalco Mining Co., Ltd. (“Chalco PRC/Mainland China 4,028,859 Manufacture, acquisition and 100.00% –
Mining”) distribution of bauxite mines,
(中鋁礦業有限公司) limestone ore and alumina
Chalco Energy Co., Ltd. PRC/Mainland China 1,384,398 Thermoelectric supply and investment 100.00% –
(中鋁能源有限公司) management
China Aluminum Ningxia Energy Group PRC/Mainland China 5,025,800 Thermal power, wind power and solar 70.82% –
Co., Ltd. (“Ningxia Energy”) power generation, coal mining,
(中鋁寧夏能源集團) and power-related equipment
manufacturing
Guizhou Huajin Aluminum Co., Ltd. PRC/Mainland China 1,000,000 Manufacture and distribution of 60.00% –
(“Guizhou Huajin”) alumina
(貴州華錦鋁業有限公司)
Chalco Zhengzhou Research Institute of PRC/Mainland China 214,858 Research and development services 100.00% –
Non-ferrous Metal Co., Ltd.
(中國鋁業鄭州有色金屬研究院有限公
司)
Chinalco New Materials Co., Ltd. PRC/Mainland China 6,450,000 Manufacture and distribution of 100.00%
(中鋁新材料有限公司) alumina, aluminium hydroxide and
trading
China Aluminum Logistics Group PRC/Mainland China 964,291 Logistics and transportation 100.00% –
Corporation Co., Ltd.
(中鋁物流集團有限公司)
Chinalco Shanxi Jiaokou Xinghua PRC/Mainland China 588,182 Manufacture and distribution of 33.00% 33.00%
Technology Ltd. (“Xinghua primary aluminum
Technology”)
(中鋁集團山西交口興華科技股份有限公
司)
Chinalco Shanghai Company Limited PRC/Mainland China 968,300 Trading and engineering project 100.00% –
(“Chinalco Shanghai”) management and leasing
(中鋁(上海)有限公司)
Shanxi China Huarun Co., Ltd. (“Shanxi PRC/Mainland China 1,641,750 Manufacture and distribution of 40.00% –
Huarun”) primary aluminum
(山西中鋁華潤有限公司) (i)
Guizhou Huaren New Material Co., Ltd. PRC/Mainland China 1,200,000 Manufacture and distribution of 40.00% –
(“Guizhou Huaren”) primary aluminum
(貴州華仁新材料有限公司) (i)
Chinalco Materials Co., Ltd. PRC/Mainland China 1,000,000 Import and export activities and 100.00% –
(中鋁物資有限公司) trading
Yunnan Aluminum Co., Ltd. (“Yunnan PRC/Mainland China 3,467,957 Manufacture and distribution of 29.10%
Aluminum”) primary aluminum and alumina
(雲南鋁業股份有限公司) (i)
Chalco (Shanghai) Carbon Co., Ltd. PRC/Mainland China 1,000,000 Manufacture and distribution of anode 100.00%
(“Shanghai Carbon”) (中鋁(上海)碳素 and cathode carbon
有限公司)
Lanzhou Aluminum Co., Ltd. (蘭州鋁業 PRC/Mainland China 1,593,648 Manufacture and distribution of 100.00%
有限公司) primary aluminum
(i) The considerations of a subsidiary that the Group holds less than 50% equity shares are set out in Note 3(b).
This note provides a list of the significant accounting policies adopted in the preparation of
these consolidated financial statements. These policies have been consistently applied to
all the years presented, unless otherwise stated. The financial statements are for the Group
consisting of the Company and its subsidiaries.
The directors of the Company believe that the Group has adequate
resources to continue operations for the foreseeable future of not less
than 12 months from 31 December 2023. Accordingly, the directors of the
Company are of the opinion that it is appropriate to adopt the going concern
basis in preparing the consolidated financial statements.
The Group has applied the following amendment for the first time for their
annual reporting period commencing 1 January 2023.
The change
in accounting policy Items 1 January 2022
31 December
2022
Other than the Amendment to IAS 12 Income Taxes, there are also
new and amended standards that are mandatory for the first time
for the Group’s financial year beginning on 1 January 2023 and are
applicable by the Group. The adoption of these amended standards
did not have any significant financial impact to the Group.
(a) Subsidiaries
(b) Associates
Associates are all entities over which the Group has significant influence
but not control or joint control. This is generally the case where the Group
holds between 20% and 50% of the voting rights. Investments in associates
are accounted for using the equity method of accounting, after initially
being recognised at cost.
Joint ventures
Interests in joint ventures are accounted for using the equity method, after
initially being recognised at cost in the consolidated statement of financial
position.
The comparative financial data have been restated to reflect the business
combinations under common control occurred during this year.
Property, plant and equipment, other than construction in progress, are stated
at cost less accumulated depreciation and any impairment losses. When an
item of property, plant and equipment is classified as held for sale or when it is
part of a disposal group classified as held for sale, it is not depreciated and is
accounted for in accordance with IFRS 5. The cost of an item of property, plant
and equipment comprises its purchase price and any directly attributable costs of
bringing the asset to its working condition and location for its intended use.
Except for the coal mining structures which depreciation is calculated using
the unit-of-production method, depreciation of property, plant and equipment
is calculated using the straight-line method to allocate their cost or revalued
amounts, net of their residual values, over their estimated useful lives as follows:
Residual values, useful lives and the depreciation method are reviewed, and
adjusted if appropriate, at least at each financial year end.
(a) Goodwill
The Group’s mineral exploration rights and mining rights relate to coal,
bauxite and other mines.
(i) Recognition
(ii) Reclassification
(iii) Amortisation
Except for coal mining rights, other mining rights are amortised on a
straight-line basis over a shorter period of the mining right valid period
and expected mining life or units-of-production. Estimated mineable
periods of the majority of the mining rights range from 3 to 30 years.
(iv) Impairment
Goodwill are not subject to amortisation and are tested annually for impairment,
or more frequently if events or changes in circumstances indicate that they might
be impaired. Other assets are tested for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs of disposal and value in use. For the purposes
of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely independent of the
cash inflows from other assets or groups of assets (cash-generating units). Non-
financial assets other than goodwill that suffered an impairment are reviewed for
possible reversal of the impairment at the end of each reporting period.
(a) Classification
The classification depends on the entity’s business model for managing the
financial assets and the contractual terms of the cash flows.
The Group’s business model for managing financial assets refers to how it
manages its financial assets to generate cash flows. The business model
determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with
the objective to hold financial assets to collect contractual cash flows,
while financial assets classified and measured at fair value through other
comprehensive income are held within a business model with the objective
of both holding to collect contractual cash flows and selling. Financial
assets which are not held within the aforementioned business models are
classified and measured at fair value through profit or loss.
All regular way purchases and sales of financial assets are recognised on
the trade date, that is, the date that the Group commits to purchase or
sell the asset. Regular way purchases or sales are purchases or sales of
financial assets that require delivery of assets within the period generally
established by regulation or convention in the market place.
Financial assets at fair value through profit or loss are carried in the
statement of financial position at fair value with net changes in fair
value recognised in profit or loss.
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under
a “pass-through” arrangement; and either (a) the Group has
transferred substantially all the risks and rewards of the
asset, or (b) the Group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has
transferred control of the asset.
When the Group has transferred its rights to receive cash flows from
an asset or has entered a pass-through arrangement, it evaluates if,
and to what extent, it has retained the risk and rewards of ownership
of the asset. When it has neither transferred nor retained substantially
all the risks and rewards of the asset nor transferred control of the
asset, the Group continues to recognise the transferred asset to the
extent of the Group’s continuing involvement. In that case, the Group
also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights
and obligations that the Group has retained.
General approach
ECLs are recognised in three stages. For credit exposures for which there
has not been a significant increase in credit risk since initial recognition,
ECLs are provided for credit losses that result from default events that
are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk
since initial recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of the
timing of the default (a lifetime ECL). For those have objective evidence of
impairment at the reporting date, lifetime ECL are recognised and interest
revenue is calculated on the net carrying amount.
At each reporting date, the Group assesses whether the credit risk on a
financial instrument has increased significantly since initial recognition.
When making the assessment, the Group compares the risk of a default
occurring on the financial instrument as at the reporting date with the risk
of a default occurring on the financial instrument as at the date of initial
recognition and considers reasonable and supportable information that is
available without undue cost or effort, including historical and forward-
looking information.
Stage 1 – Financial instruments for which credit risk has not increased
significantly since initial recognition and for which the loss
allowance is measured at an amount equal to 12-month ECLs
Stage 2 – F i n a n c i a l i n s t r u m e n t s f o r w h i c h c r e d i t r i s k h a s i n c r e a s e d
significantly since initial recognition but that are not credit-
impaired financial assets and for which the loss allowance is
measured at an amount equal to lifetime ECLs
Simplified approach
For trade receivables, notes receivable and contract assets that do not
contain a significant financing component or when the Group applies the
practical expedient of not adjusting the effect of a significant financing
component, the Group applies the simplified approach in calculating ECLs.
Under the simplified approach, the Group does not track changes in credit
risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is
based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
For trade receivables, notes receivable and contract assets that contain a
significant financial component and lease receivables, the Group chooses
as its accounting policy to adopt the simplified approach in calculating ECLs
with policies as described above.
2.1.8 Inventories
Raw materials and stores, work in progress and finished goods are stated at the
lower of cost and net realisable value. Cost comprises direct materials, direct
labour and an appropriate proportion of variable and fixed overhead expenditure,
the latter being allocated on the basis of normal operating capacity. Costs are
assigned to individual items of inventory on the basis of weighted average
costs. Costs of purchased inventory are determined after deducting rebates
and discounts. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.
The income tax expense or credit for the period is the tax payable on the current
period’s taxable income based on the applicable income tax rate for each
jurisdiction adjusted by changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted
or substantively enacted at the end of the reporting period in the countries
where the Company, its subsidiaries, associates or jointly ventures operate and
generate taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is subject
to interpretation and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The Group measures its tax balances either
based on the most likely amount or the expected value, depending on which
method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is provided in full, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, deferred tax
liabilities are not recognised if they arise from the initial recognition of goodwill.
Deferred income tax is also not recognised for temporary differences if it arises
from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting nor
taxable profit or loss and does not arise equal taxable and deductible temporary
difference. Deferred income tax is determined using tax rates (and laws) that
have been enacted or substantively enacted by the end of the reporting period
and are expected to apply when the related deferred income tax asset is realised
or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Offsetting
Deferred tax assets and liabilities are offset where there is a legally enforceable
right to offset current tax assets and liabilities and where the deferred tax
balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that
it relates to items recognised in other comprehensive income or directly in equity.
In this case, the tax is also recognised in other comprehensive income or directly
in equity, respectively.
Revenue from the sale of industrial products (including sales of scrap and
other materials) is recognised at the point in time when control of the asset
is transferred to the customer, generally on acceptance of the industrial
products. Revenue from electricity is recognised upon transmission of
electricity based on the confirmation from the power grid.
The Group provides transportation service and the revenue from services is
recognised over time, using an input method to measure progress towards
complete satisfaction of the service, because the customer simultaneously
receives and consumes the benefits provided by the Group.
2.1.11 Leases
Contracts may contain both lease and non-lease components. The Group allocates
the consideration in the contract to the lease and non-lease components based
on their relative stand-alone prices.
Lease terms are negotiated on an individual basis and contain a wide range
of different terms and conditions. The lease agreements do not impose any
covenants other than the security interests in the leased assets that are held by
the lessor. Leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present
value basis. Lease liabilities include the net present value of the following lease
payments:
• payments of penalties for terminating the lease, if the lease term reflects
the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease.
If that rate cannot be readily determined, which is generally the case for leases
in the Group, the lessee’s incremental borrowing rate is used, being the rate
that the individual lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
• uses a build-up approach that starts with a risk-free interest rate adjusted
for credit risk for leases held by the Group, which does not have recent
third-party financing, and,
• makes adjustments specific to the lease, e.g. term, country, currency and
security.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a constant
periodic rate of interest on the remaining balance of the liability for each period.
• any lease payments made at or before the commencement date less any
lease incentives received;
• restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful
life and the lease term on a straight-line basis as follows:
Buildings 2 – 20 years
Machinery 2 – 10 years
Land use rights 10 – 50 years
Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an expense
in profit or loss. The Group applies the short-term lease recognition exemption
to its short-term leases of machinery and equipment (that is those leases that
have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). It also applies the recognition exemption for leases of
low-value assets to leases of office equipment that are considered to be of low
value (i.e. below RMB30,000).
Rental income is recognised on a time proportion basis over the lease terms.
Variable lease payments that do not depend on an index or a rate are recognised as
income in the accounting period in which they are incurred.
The results and financial positions of all the group entities (none of which
has the currency of a hyper-inflationary economy) that have a functional
currency different from the presentation currency are translated into the
presentation currency as follows:
(ii) income and expenses in each statement of profit and loss and
other comprehensive income are translated at average exchange
rates (unless this average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in
which case income and expenses are translated at the rates at the
dates of the transactions); and
Investment properties are interests in land use rights and buildings (including the
leasehold property held as a right-of-use asset which would otherwise meet the
definition of an investment property) held to earn rental income and/or for capital
appreciation, rather than for use in the production or supply of goods or services
or for administrative purposes; or for sale in the ordinary course of business. Such
properties are measured initially at cost, including transaction costs. After initial
recognition, the Group uses the cost methods to measure all of its investment
properties.
Depreciation is calculated using the straight-line method to allocate their cost, net
of their residual values, over their estimated useful lives as follows:
Buildings 25 – 50 years
Land use rights 40 – 70 years
The carrying amounts of investment properties measured using the cost method
are reviewed for impairment when events or changes in circumstances indicate
that the carrying amounts may not be recoverable.
Research expenditures are recognised in profit or loss for the current period.
Development expenditures are recognised as assets when all of the following
criteria are met:
(i) it is technically feasible to complete the asset so that it will be available for
use or sale;
(ii) management intends to complete the asset and has the ability to use or sell
it;
(iii) it can be demonstrated that the asset will generate probable future
economic benefits;
(iv) there are adequate technical, financial and other resources to complete the
development of the asset and management has the ability to use or sell the
asset; and
(v) the expenditure attributable to the asset during its development phase can
be reliably measured.
Development expenditures that do not meet the criteria above are recorded in
profit or loss for the current period as incurred. Development expenditures that
have been recorded in profit or loss in previous periods will be not recognised
as assets in subsequent periods. The Group has not had any development
expenditure capitalised.
Non-current assets (or disposal groups) are classified as held for sale if their
carrying amount will be recovered principally through a sale transaction rather
than through continuing use and a sale is considered highly probable. They are
measured at the lower of their carrying amount and fair value less costs to sell,
except for assets such as deferred tax assets, assets arising from employee
benefits, financial assets and investment property that are carried at fair value
and contractual rights under insurance contracts, which are specifically exempt
from this requirement.
Non-current assets (including those that are part of a disposal group) are not
depreciated or amortised while they are classified as held for sale. Interest and
other expenses attributable to the liabilities of a disposal group classified as held
for sale continue to be recognised.
Non-current assets classified as held for sale and the assets of a disposal group
classified as held for sale are presented separately from the other assets in the
balance sheet. The liabilities of a disposal group classified as held for sale are
presented separately from other liabilities in the balance sheet.
All financial liabilities are recognised initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction
costs.
The Group’s financial liabilities include trade and other payables, derivative
financial instruments and interest-bearing bank and other borrowings.
Financial liabilities are classified as held for trading if they are incurred
for the purpose of repurchasing in the near term. This category also
includes derivative financial instruments entered by the Group that
are not designated as hedging instruments in hedge relationships
as defined by IFRS 9. Separated embedded derivatives are also
classified as held for trading unless they are designated as effective
hedging instruments. Gains or losses on liabilities held for trading are
recognised in profit or loss. The net fair value gain or loss recognised
in profit or loss does not include any interest charged on these
financial liabilities.
Financial assets and liabilities are offset and the net amount is reported in the
balance sheet where the Group currently has a legally enforceable right to offset
the recognised amounts, and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously.
2.2.9 Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract
is entered into and are subsequently remeasured to their fair value at the end
of each reporting period. The accounting for subsequent changes in fair value
depends on whether the derivative is designated as a hedging instrument. The
Group’s derivative instruments do not qualify for hedge accounting. Changes
in the fair value of any derivative instrument that does not qualify for hedge
accounting are recognised immediately in profit or loss and are included in other
gains/(losses).
For the purpose of presentation in the statement of cash flows, cash and cash
equivalents include cash on hand and demand deposits, and short term highly
liquid investments that are readily convertible into known amounts of cash, are
subject to an insignificant risk of changes in value, and have a short maturity
of generally within three months when acquired, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities in the balance sheet.
General and specific borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset are capitalised
during the period of time that is required to complete and prepare the asset for
its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale.
Other borrowing costs are expensed in the period in which they are incurred.
The Group provides other social insurance and housing funds to the
qualified employees in the PRC based on certain percentages of their
salaries. These percentages are not to exceed the upper limits of the
percentages prescribed by the Ministry of Human Resources and Social
Security of the PRC. These benefits are paid to social security organisations
and the amounts are expensed as incurred. The Group has no legal or
constructive obligations for further contributions if the fund does not hold
sufficient assets to pay all employees the benefit relating to their current
and past services.
(f) The Abolition of the use of the accrued benefits derived from employers’
“mandatory” contributions to MPF and ORSO to offset the long service
payment (“LSP”) and severance payment (the “Amendment”) accrued from
the Transition Date (not later than 2025) was enacted on 17 June 2022. As
the LSP is a defined benefit plan, the Amendment changes the employer’s
legal obligation which is considered as a plan amendment under IAS 19
and thus the impact should be considered. However, as the Group only has
very few employees that in the scope of the Amendment, the Group is of
the view that the Amendment will have immaterial impact to the Group’s
financial position and performance.
The Group operates a share incentive plan, under which the Company issued
restricted shares to certain employees of the Group as the consideration
for the services received from such employees. The fair value of the
services received in exchange for the grant of the restricted shares is
recognised as an expense on the consolidated statement of profit over
the vesting period with a corresponding increase in equity. In terms of the
restricted shares awarded to employees, the total amount to be expensed
is determined by reference to the fair value of equity instruments granted.
In addition, the Company has an obligation to re-purchase the restricted
shares forfeited due to unsatisfaction of service condition or performance
condition. Accordingly, treasury shares and corresponding liability for the
consideration of re-purchase of the restricted shares are recognised at the
issue date of the shares.
At the end of each reporting period, the Group revises its estimates of the
number of restricted shares that are expected to vest based on the non-
marketing performance and service conditions. It recognises the impact
of the revision to original estimates, if any, in the consolidated income
statement, with a corresponding adjustment to equity.
2.2.14 Provisions
Provisions for legal claims, asset retirement obligations are recognised when the
Group has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and
the amount can be reliably estimated. Provisions are not recognised for future
operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will
be required in settlement is determined by considering the class of obligations
as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
Dividend income is recognised when the Group’s right to receive the dividend has
been established, it is probable that the economic benefits associated with the
dividend will flow to the Group and the amount of the dividend can be measured
reliably.
Provision is made for the amount of any dividend declared, being appropriately
authorised and no longer at the discretion of the entity, on or before the end of
the reporting period but not distributed at the end of the reporting period.
Government grants are recognised at their fair value where there is reasonable
assurance that the grant will be received and all attaching conditions will be
complied with. When the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the costs, which it is intended
to compensate, are expensed.
For asset-related government grants that is related to long lived assets that
already exist at the time of recognising the government grant, the grant is
deducted in calculating the carrying amount of the asset. The grant is recognised
in profit or loss over the life of a depreciable asset as a reduced depreciation
expense. If the asset is not yet purchased or constructed at the time of
recognising the government grant, the grant is recognised as deferred income
and will be deducted from the cost of the asset once the asset is recognised.
Interest income is calculated by applying the effective interest rate to the gross
carrying amount of a financial asset except for financial assets that subsequently
become credit-impaired. For credit-impaired financial assets the effective interest
rate is applied to the net carrying amount of the financial asset (after deduction of
the loss allowance).
Judgments
In the process of applying the Group’s accounting policies and preparing the Group’s
consolidated financial statements, management has made the following judgments, apart
from those involving estimates, which have a significant effect on the amounts recognised in
the consolidated financial statements.
(a) Significant influence over an entity in which the Group holds less than
20% of voting rights
At 31 December 2023, the Group owned a 6.68% equity interest in China Copper
Mineral Resources Co., Ltd. (“China Copper Resources”) (中銅礦產資源有限公司). The
Group considers that it has significant influence over China Copper Resources even
though it owns less than 20% of the voting rights, on the grounds that the Group
can appoint one out of the five directors of the Board of Directors of China Copper
Resources, thus have the right to participate in decision making of China Copper
Resources.
At 31 December 2023, the Group owned a 16% equity interest in Baise New Aluminum
Power Co., Ltd. (“New Aluminum Power”) (百色新鋁電力有限公司). The Group considers
that the Group has significant influence over New Aluminum Power even though it
owns less than 20% of the voting rights, on the grounds that the Group can appoint one
out of the nine directors of the Board of Directors of New Aluminum Power, thus have
the right to participate in decision making of New Aluminum Power.
At 31 December 2023, the Group owned 14.71% of the voting right of Chinalco Capital
Holdings Co., Ltd. (“Chinalco Capital”) (中鋁資本控股有限公司). The Group considers
that the Group has significant influence over Chinalco Capital even though it owns less
than 20% of the voting rights, on the grounds that the Group can appoint one out of
the three directors of the Board of Directors of Chinalco Capital, thus have the right to
participate in decision making of Chinalco Capital.
Judgments (Continued)
(a) Significant influence over an entity in which the Group holds less than
20% of voting rights (Continued)
At 31 December 2023, the Group owned a 14.29% equity interest in Inner Mongolia
Geliugou Co., Ltd. (“Inner Mongolia Geliugou”) (內蒙古圪柳溝能源有限公司). The Group
considers that it has significant influence over Inner Mongolia Geliugou even though
it owns less than 20% of the voting rights, on the grounds that the Group can appoint
one out of the seven directors of the Board of Directors of Inner Mongolia Geliugou,
thus have the right to participate in decision making of Inner Mongolia Geliugou.
At 31 December 2023, the Group owned a 19.49% equity interest in Chalco Innovation
Development Investment Co., Ltd. (“Chalco Innovation”) (中鋁創新開發投資有限公
司). The Group considers that it has significant influence over Chalco Innovation even
though it owns less than 20% of the voting rights, on the grounds that the Group can
appoint one out of the seven directors of the Board of Directors of Chalco Innovation,
thus have the right to participate in decision making of Chalco Innovation.
At 31 December 2023, the Group owned a 17% equity interest in Chinalco Suihe
Nonferrous Metals Green and Low-carbon Innovation Development Fund (Beijing)
Partnership (Limited Partnership) (“Suihe Fund”) (中鋁穗禾有色金屬綠色低碳創新發展基
金(北京)合夥企業(有限合夥)). The Group considers that it has significant influence over
Suihe Fund even though it owns less than 20% of the voting rights, on the grounds
that the Group can appoint one out of the five seats of the Investment Decision Making
Committee of Suihe Fund, thus have the right to participate in decision making of Suihe
Fund.
Judgments (Continued)
(b) Consolidation of entities in which the Group holds less than a majority
of voting rights
At 31 December 2023, the Company owned 29.10% of the total issued share capital of
Yunnan Aluminum and was the largest shareholder of Yunnan Aluminum. Considering
the following factors, the directors of the Company are of the view that the Company
have de facto control over Yunnan Aluminum, and accordingly Yunnan Metallurgical
Group Co., Ltd. (“Yunnan Metallurgical”) (雲南冶金集團股份有限公司) is regarded as a
de facto agent of the Company in respect of the shareholding of Yunnan Aluminum,
and therefore consolidated Yunnan Aluminum in the Company’s consolidated financial
statements:
(i) Yunnan Metallurgical, which is a fellow subsidiary of the Company under common
control of Chinalco, is the second largest shareholder of Yunnan Aluminum with
13% of shareholding. Pursuant to the agreement between the Company and
Yunnan Metallurgical, the Company will be able to nominate more than half of
directors of Yunnan Aluminum. In addition, pursuant to Chinalco’s directions
to the Company and Yunnan Metallurgical, the Company will have Yunnan
Metallurgical’s support in exercising voting rights at the board and shareholders’
meetings. Consequently, the Company is able to have a majority voting rights at
the board of Yunnan Aluminum and controls in aggregate 42.10% voting rights at
the shareholders’ meeting of Yunnan Aluminum.
(ii) Other than the Company and Yunnan Metallurgical, the remaining investors of
Yunan Aluminum are made up of a large number of widely dispersed, unrelated
individual investors who do not have a mechanism to act collectively to veto the
Company’s decisions.
(iii) Taking into account the large volume of inter-company transactions between
the Group and Yunnan Aluminum and the similarity of industry and synergies of
operation between the Group and Yunnan Aluminum, the Company has sufficient
experience, ability and incentive to direct the relevant activities of Yunnan
Aluminum, which expose the Group to variable returns, thus the Group have
control over Yunnan Aluminum.
Judgments (Continued)
(b) Consolidation of entities in which the Group holds less than a majority
of voting rights (Continued)
At 31 December 2023, the Group owned 40.23% equity interest in Ningxia Yinxing
Energy Co., Ltd. (“Yinxing Energy”) (寧夏銀星能源股份有限公司). Since the remaining
59.77% of the equity shares in Yinxing Energy are held by a large number of individual
shareholders, in opinion of the directors of the Company, the Group has control over
Yinxing Energy, and Yinxing Energy continues to be included in the consolidation scope.
At 31 December 2023, the Company owned 40% equity interest in Guizhou Huaren
New Materials Co., Ltd. (“Guizhou Huaren”) (貴州華仁新材料有限公司). In accordance
with the acting-in-concert agreement signed between the Company and Qingzhen
Industry Investment Co., Ltd. (“Qingzhen Industry”) (清鎮市工業投資有限公司) and
Guizhou Chengqian Enterprise (Group) Co., Ltd. (“Guizhou Chengqian”) (貴州成黔
企業(集團)有限公司), Qingzhen Industry and Guizhou Chengqian would exercise the
shareholders’ and board of directors’ votes in concert with the Group’s voting decisions.
Therefore, the directors of the Company believe that the Company has control over
Guizhou Huaren and consolidated Guizhou Huaren’s financial statements.
At 31 December 2023, the Company owned 40% of the shares of Shanxi China
Aluminum China Resources Co., Ltd. (“Shanxi Zhongrun”) (山西中鋁華潤有限公司).
In accordance with the acting-in-concert agreement signed between the Company
and China Resources Power Engineering Services Co., Ltd. (“China Resources Power
Engineering”) (華潤電力工程服務有限公司), China Resources Power Engineering would
exercise the shareholders’ and board of directors’ votes in concert with the Group.
Therefore, the directors of the Company believe that the Company has control over
Shanxi Zhongrun and consolidated Shanxi Zhongrun’s financial statements..
Judgments (Continued)
In the course of the Group’s trading business of aluminum, copper and coal, and etc.
the Group purchases the relevant products based on its independent analysis of the
supply and demand of the market, also taking into consideration the orders on hand
from customers. In such business, if the Group takes the primary responsibility for
delivering the products and ensuring that their specifications and quality meet the
customers’ requirements; has the power on the selection of supplier and determination
of the pricing of the purchases as normally there are a relatively large number of
substitutable and qualified suppliers; also has the discretion in selecting the appropriate
customers and setting the sales price; and sometimes bears the risk of changes in
the price of the products, the Group obtains control of a product before selling it to a
customer and recognises revenue from product sales on a gross basis accordingly. If
the Group does not obtain of the products before transferring to customer, revenue is
recognised on a net basis.
As at 31 December 2023, the Group’s net carrying amount of property, plant and
equipment was RMB104,810 million. Management assesses related assets for potential
impairment whenever there are indications that the carrying value of an asset or a group
of assets may not be recoverable. As at 31 December 2023, management performed
impairment assessment on property, plant and equipment with impairment indications
at the level of cash generating unit (“CGU”) to which the property, plant and equipment
was allocated using discounted cash flow model. The discounted cash flows model used
for the impairment assessment of property, plant and equipment involved significant
assumptions including product prices and discount rate. Based on the impairment
test, RMB597 million of impairment losses were recognised for property, plant and
equipment for the year ended 31 December 2023.
The Group determines the estimated useful lives and residual values (if applicable) and
consequently the related depreciation/amortisation charges for its property, plant and
equipment and intangible assets (excluding goodwill). These estimates are based on the
historical experience, anticipated change of technology, market condition and the actual
consumptions of related assets. The depreciation/amortisation charge will increase
when useful lives are less than previously estimated. In addition, technically obsolete
or non-strategic assets that have been abandoned or sold will be written off or written
down.
Actual economic lives may differ from estimated useful lives and actual residual values
may differ from estimated residual values. Periodic review could result in change in
useful lives and residual values and therefore change in depreciation/amortisation
expense in future periods.
In accordance with the Group’s accounting policy, the Group estimated net realisable
value of inventories based on specific facts and circumstances. For different types of
inventories, it requires the estimation on selling prices, costs of conversion, selling
expenses and the related tax expense to calculate the net realisable amount of
inventories. For inventories held for executed sales contracts, management estimates
the net realisable amount based on the contracted price. For raw materials and work-
in-progress, management has established a model in estimating the net realisable
amount at which the inventories can be realised in the normal course of business after
considering the manufacturing cycles, production capacity and forecasts, estimated
future conversion costs and selling prices. Management also takes into account the
price or cost fluctuations and other related matters occurring after the end of the
reporting period which reflect conditions that existed at the end of the reporting period.
In accordance with the Group’s accounting policy, each investment in a joint venture
and an associate is evaluated in every reporting period to determine whether there
are any indicators of impairment. If any such indicators exists, an estimate of the
recoverable amount is performed and an impairment loss is recognised to the extent
that the carrying amount exceeds the recoverable amount. The recoverable amount
of the investment in a joint venture and an associate is measured at the higher of fair
value less costs of disposal and value in use.
The Group leased certain land use rights and property, plant and equipment from
Chinalco. The lease term is determined based on the Group’s assessment if the related
termination option or extension option would be reasonably exercised taking into
account the use of the land and operating status. The Group will reassess the lease
term if any significant events or changes in circumstances that may have impact on the
exercise of such options and are under the control of the Group occurred.
The Group estimates its income tax provision and deferred taxation in accordance
with the prevailing tax rules and regulations, taking into account any special approvals
obtained from the relevant tax authorities and any preferential tax treatment to which it
is entitled in each location or jurisdiction in which the Group operates. There are many
transactions and calculations for which the ultimate tax determination is uncertain
during the ordinary course of business. The Group recognises liabilities for anticipated
tax audit issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially
recorded, the differences will impact on the income tax and deferred tax provisions in
the period in which the determination is made.
Deferred tax assets are recognised for unused tax losses and deductible temporary
differences, such as the provision for impairment of receivables, inventories and
property, plant and equipment and accruals of expenses not yet deductible for tax
purposes, to the extent that it is probable that taxable profits will be available against
which the losses deductible temporary difference can be utilised. Significant estimation
is required in determining the recoverability of deferred tax assets.
In the event that future tax rules and regulations or related circumstances change,
adjustments to current and deferred taxation may be necessary which would impact on
the Group’s results or financial position.
The loss allowances for receivables are based on assumptions about risk of default
and expected loss rates to determine the expected loss. The Group uses judgment
in making these assumptions and selecting the inputs to the impairment calculation,
based on the Group’s history, existing market conditions as well as forward looking
estimates at the end of each reporting period.
The Group takes into account different macroeconomic scenarios in considering forward
looking information in mainland China. The Group regularly monitors and reviews the
key macroeconomic assumptions and parameters related to the calculation of expected
credit losses, including the risk of economic downturn, external market environment,
technological environment, changes in customer conditions, gross domestic product
(“GDP”) and consumer price index (“CPI”), etc. The key macroeconomic parameters
under different macroeconomic are listed below:
Scenarios
Year ended
31 December 2023 Year Basic Negative Positive
Scenarios
Year ended
31 December 2022 Year Basic Negative Positive
(a) Revenue
224,959,469 290,671,122
225,070,880 290,987,942
Geographical markets
Mainland China 53,466,660 125,269,602 9,249,636 175,941,892 2,250,510 (150,699,836) 215,478,464
Outside of Mainland China – – – 9,481,005 – – 9,481,005
(i) The following table shows the amounts of revenue recognised in the current
reporting period that were included in the contract liabilities at the beginning of
the reporting period:
1,905,549 2,190,645
Sales of goods were made in a short period of time and the performance
obligation was mostly satisfied in one year or less at the end of each year, thus
the Group applied the expedient of not to disclose the transaction price allocated
to unsatisfied performance obligation.
Transportation service
The performance obligation is satisfied over time as services are rendered and
payment is generally due upon completion of the relevant services.
1,751,219 2,142,254
The board considers the business from a product perspective comprising alumina,
primary aluminum and energy for the Group’s manufacturing business, which are
identified as separate reportable operating segments. In addition, the Group’s trading
business is identified as a separate reportable operating segment. The Group’s
reportable operating segments also include corporate and other operating segments.
The board assesses the performance of operating segments based on profit or loss
before income tax in related periods. The manner of assessment used by the board is
consistent with that applied to the consolidated financial information for the year ended
31 December 2023. Management has determined the reportable operating segments
based on the reports reviewed by the board that are used to make strategic decisions.
• The alumina segment, which consists of mining and purchasing bauxite and other
raw materials, refining bauxite into alumina, and selling alumina both internally
to the Group’s primary aluminum segment and trading segment and externally to
customers outside the Group. This segment also includes the production and sale
of multi-form alumina bauxite.
• The primary aluminum segment, which consists of procuring alumina and other
raw materials, supplemental materials and electricity power, smelting alumina
to produce primary aluminum which is sold to the Group’s trading segment and
external customers, including Chinalco and its subsidiaries. This segment also
includes the production and sale of carbon products and aluminum alloy and other
aluminum products.
• The trading segment, which consists of the trading of alumina, primary aluminum,
aluminum fabrication products, other non-ferrous metal products, coal products
and raw materials and supplemental materials and the provision of logistics and
transportation services to internal manufacturing plants and external customers.
The products are sourced from fellow subsidiaries and international and
domestic suppliers of the Group. Sales of products manufactured by the Group’s
manufacturing segments are included in the revenue from external customers
of the trading segment and are eliminated from the revenue of the respective
segments which supplied the products to the trading segment.
Prepaid current income tax and deferred tax assets are excluded from segment assets,
and income tax payable and deferred tax liabilities are excluded from segment liabilities.
All sales among the reportable operating segments were conducted on terms mutually
agreed among group companies, and have been eliminated upon consolidation.
Other items:
Finance income 52,674 84,741 11,316 86,791 159,660 – 395,182
Finance costs (436,618) (976,577) (430,872) (123,746) (1,370,979) – (3,338,792)
Share of profits and losses of
joint ventures 75,405 – (47,804) 14,489 147,804 – 189,894
Share of profits and losses of
associates (84,843) 52,038 76,204 38,392 119,174 – 200,965
Depreciation of right-of-use
assets (i) (434,423) (557,739) (21,057) (133,755) (57,083) – (1,204,057)
Depreciation and amortisation
(excluding the depreciation
of right- of-use assets) (i) (3,654,776) (3,847,436) (2,087,805) (197,327) (65,070) – (9,852,414)
Gains/(losses) on disposal
of property, plant and
equipment and intangible
assets 9,162 5,423 (3,004) 3,184 718 – 15,483
Realised gains on future
contracts, net – 50 – 82,971 41,708 – 124,729
Other income 135,604 338,049 143,116 59,346 2,593 – 678,708
Impairment loss on property,
plant and equipment (543,153) (208) (54,277) – – – (597,638)
Unrealised (losses)/gain on
future contracts, net – – – (11,054) 7,568 – (3,486)
Losses on disposal of a
subsidiaries – (234,891) – – – – (234,891)
Provision for impairment of
inventories (122,322) 49,881 (83,267) – (1,826) – (157,534)
Provision for impairment of
receivables (42,867) (3,003) 191,084 3,665 (3,128) – 145,751
Dividends from equity
investments at fair value
through other comprehensive
income 4,475 – – – 10,051 – 14,526
Investments in associates 199,466 862,876 903,287 212,748 4,501,969 – 6,680,346
Investments in joint ventures 1,076,120 – 103,135 298,437 1,881,494 – 3,359,186
(i) Depreciation and amortisation is derived from long-term assets within respective segments.
Other items:
Finance income 62,662 86,864 29,589 20,991 277,031 – 477,137
Finance costs (713,584) (1,088,391) (580,129) (166,221) (1,346,542) – (3,894,867)
Share of profits and losses of joint
ventures 75,405 – (7,143) 9,065 101,583 – 178,910
Share of profits and losses of
associates (46,239) (94,941) (71,493) 45,847 297,458 – 130,632
Depreciation of right-of-use
assets (i) (473,827) (601,898) (129,335) (21,335) (55,967) – (1,282,362)
Depreciation and amortisation
(excluding the depreciation of
right- of-use assets) (i) (3,674,136) (3,957,718) (1,645,072) (341,700) (72,831) – (9,691,457)
Gains/(losses) on disposal of
property, plant and equipment,
intangible assets and right- of-
use assets 90,041 180,999 (1,621) 56,280 (2,040) – 323,659
Gains on disposal of business – – – – 27,804 – 27,804
Realised gains on future
contracts, net – – – 20,104 216,707 – 236,811
Other income 25,510 44,628 54,727 110,885 35 – 235,785
Impairment of intangible assets (75,842) – – – – – (75,842)
Impairment loss on property,
plant and equipment (3,160,902) (634,518) – – – – (3,795,420)
Unrealised gain on future
contracts, net – – – 47,725 11,346 – 59,071
(Losses)/gains on disposal of a
subsidiary (19,530) 61 4,567 25,296 75,949 – 86,343
Provision for impairment of
inventories (735,977) (114,647) (93,014) – (94) – (943,732)
Provision for impairment of
receivables (407,608) (26,737) (25,619) 53,201 (7,376) – (414,139)
Dividends from equity
investments at fair value
through other comprehensive
income – – 2,160 – 9,339 – 11,499
Investments in associates 187,806 500,489 689,399 396,810 4,628,134 – 6,402,638
Investments in joint ventures 1,076,120 – 343,745 48,675 1,871,427 – 3,339,967
(i) Depreciation and amortisation is derived from long-term assets within respective segments.
As at 31 December 2023
Corporate
Primary and other
Alumina aluminum Energy Trading operating
Segment Segment Segment Segment segments Total
As at 31 December 2023
Segment assets 79,710,041 86,505,039 34,010,489 31,061,665 51,684,803 282,972,037
Reconciliation:
Elimination of inter-segment receivables (72,691,061)
Other eliminations (598,722)
Corporate and other unallocated assets:
Deferred tax assets 2,022,724
Prepaid income tax 50,831
As at 31 December 2022
Segment assets 90,762,410 94,207,732 34,235,502 35,025,454 42,393,166 296,624,264
Reconciliation:
Elimination of inter-segment receivables (85,734,994)
Other eliminations (741,195)
Corporate and other unallocated assets:
Deferred tax assets 2,057,765
Prepaid income tax 142,056
225,070,880 290,987,942
31 December 31 December
2023 2022
149,063,940 153,522,838
5 INTANGIBLE ASSETS
Computer
Software,
Mineral production
exploration quota and
Goodwill Mining rights rights others Total
As at 31 December 2023
Cost 3,511,135 11,233,883 1,234,569 2,786,313 18,765,900
Accumulated amortisation and
impairment (16,241) (4,112,538) (235,734) (674,509) (5,039,022)
Computer
Software,
Mineral production
exploration quota and
Goodwill Mining rights rights others Total
As at 31 December 2022
Cost 3,510,864 10,585,156 1,239,376 2,118,444 17,453,840
Accumulated amortisation and
impairment (15,970) (3,634,477) (235,734) (616,836) (4,503,017)
For the year ended 31 December 2023, the amortisation expenses of intangible assets
recognised in profit or loss were analysed as follows:
31 December 31 December
2023 2022
542,802 502,921
As at 31 December 2023, the Group pledged mining rights and mineral exploration rights with
a net carrying value amounting to RMB1,942 million (31 December 2022: RMB1,353 million)
for interest-bearing loans and borrowings as set out in Note 26.
Goodwill is allocated to the Group’s CGUs and groups of CGUs that are expected to benefit
from the synergies of the relevant business combination. For the Group, the lowest level
within the Group at which goodwill is monitored for internal management purposes is the
operating segment before aggregation. A summary of goodwill allocation is presented below:
As at 31 December 2023, the key assumptions used in the discounted cash flow (DCF)
models are as follows:
Lanzhou
Aluminum Shanxi Qinghai Guangxi
Co., Ltd. Huaxing Branch Branch
As at 31 December 2022, the key assumptions used in the DCF models are as follows:
Lanzhou
Aluminum Shanxi Guangxi
Co., Ltd. Huaxing Qinghai Branch Branch
Based on the Group’s assessment, other than the impairment amounting to RMB16,241
provided for PTNP for the year ended 31 December 2022. There was no other impairment of
goodwill as at 31 December 2023 and 31 December 2022.
Office
Buildings and Transportation and other Construction
infrastructure Machinery facilities equipment in progress Total
Closing net carrying amount 45,986,211 53,087,645 843,481 372,676 4,519,879 104,809,892
As at 31 December 2023
Cost 79,836,442 147,537,245 2,898,972 987,067 5,551,208 236,810,934
Accumulated depreciation and impairment (33,850,231) (94,449,600) (2,055,491) (614,391) (1,031,329) (132,001,042)
Closing net carrying amount 48,467,724 56,834,615 1,053,868 640,651 2,280,022 109,276,880
As at 31 December 2022
Cost 79,348,680 139,849,462 2,865,120 1,228,931 2,799,011 226,091,204
Accumulated depreciation and impairment (30,880,956) (83,014,847) (1,811,252) (588,280) (518,989) (116,814,324)
(i) After the expiration of sale and leaseback contracts, the relevant right-of-use assets previously recognised
upon initial adoption of IFRS 16, were recognised as property, plant and equipment.
(ii) In 2023, certain subsidiaries were either disposed of or liquidated, or deconsolidated due to loss of control,
resulting in reductions of relevant property, plant and equipment with carrying amount of RMB499 million
(2022: RMB914 million).
(iii) In 2022, property, plant and equipment with carrying amount of RMB610 million was disposed of by the
Group as consideration for a capital investment in Chinalco High-end Manufacturing Co., Ltd. (“Chinalco High-
end Manufacturing”) (Note (9)).
(iv) As at 31 December 2023, the Group pledged property, plant and equipment with a net carrying value
amounting to RMB4,557 million (31 December 2022: RMB4,967 million) for certain interest-bearing loans and
borrowings (Note (26)).
(vi) For the year ended 31 December 2023, depreciation expenses recognised in profit or loss are analysed as
follows:
31 December 31 December
2023 2022
8,949,947 8,943,617
(vii) In the prior years, the Group terminated an alumina production line and the related facilities as a result of
urban development by a local government in Mainland China. Based on the relevant rules and regulations,
the Group would be entitled to a compensation by the local government from the planned commercial
development of the land on which the production line was located. During the year ended 31 December 2022,
the Group was informed by the local government that, because of the real estate market outlook and the
change in urban planning, the development plan was abandoned and the Group would not be compensated.
The change of government decision constituted an impairment indicator. An impairment test was performed
by management based on fair value less cost of disposal and an impairment loss of RMB2,101 million was
recognised as at 31 December 2022.
The land occupied by the terminated alumina production line is leased from the Chinalco Group. The Group
reassessed the leasing term, and accordingly, land use right assets of RMB893 million and lease liabilities of
RMB927 million were written off and a disposal gain of RMB34 million was recognised in 2022.
Due to the change of production plan and other factors, certain asset groups of the Group were in the
status of shutdown, temporary idleness or under-capacity. The Group considered that there were indicators
of impairment in these asset groups and conducted impairment tests. As a result, impairment provision of
RMB598 million was recognised for property, plant and equipment during the year ended 31 December 2023
(2022: RMB1,694 million).
For the following five major CGUs with indicators of impairment, the Group determines their
recoverable amounts based on the future cash flows method, including the key assumptions
of product prices (as well as revenue growth rates) and discount rates. The Group estimates
the product prices and growth rate of revenue based on historical experience and market
development. The pre-tax discount rates reflect specific risks related to CGU or groups
of CGUs. Key assumptions of discounted cash flow models for impairment testing are as
follows:
7 INVESTMENT PROPERTIES
As at 31 December 2023
Cost 1,114,051 1,468,749 2,582,800
Accumulated depreciation and
impairment (288,102) (247,129) (535,231)
7 INVESTMENT PROPERTIES
As at 31 December 2022
Cost 966,751 1,354,998 2,321,749
Accumulated depreciation and
impairment (242,330) (161,796) (404,126)
31 December 31 December
2023 2022
Guangxi Huayin Aluminum PRC/Mainland China 2,441,987 Manufacturing 33% 33% 33%
Co., Ltd.* (“Guangxi Huayin”)
(廣西華銀鋁業有限公司)
Guangxi Huayin, which is considered a material joint venture of the Group, is accounted
for using the equity method.
The English name represents the best effort by management of the Group in translating
the Chinese name of the company as it does not have any official English name.
31 December 31 December
2023 2022
The following table illustrates the aggregate financial information of the Group’s joint
ventures that are not individually material:
31 December 31 December
2023 2022
There were no material contingent liabilities relating to the Group’s interests in the joint
ventures and the joint ventures themselves.
31 December 31 December
2023 2022
China Aluminum Investment PRC/Mainland China 1,229,748 Asset 24.12% 24.12% 24.12%
Development Co., Ltd. Management
(中鋁投資發展有限公司)
The English name represents the best effort by management of the Group in translating
the Chinese name of the company as it does not have any official English name.
The following table illustrates the summarised financial information in respect of China
Aluminum Investment Development Co., Ltd.:
31 December 31 December
2023 2022
31 December 31 December
2023 2022
The following table illustrates the aggregate financial information of the Group’s
associates that are not individually material:
31 December 31 December
2023 2022
There were no material contingent liabilities relating to the Group’s interests in the
associates and the associates themselves.
31,336 34,751
2,127,082 2,126,334
2,158,418 2,161,085
The above equity investments were irrevocably designated at fair value through other
comprehensive income as the Group considers these investments to be strategic in nature.
(i) On 27 December 2022, the Group completed its investment in 9.16% equity interests in Chinalco High-end
Manufacturing at a consideration comprising certain assets and liabilities related to slab ingot production
lines, 100% equity interests in Yunnan Haoxin Aluminum Foil Co., Ltd. (“Yunnan Haoxin”), an indirectly
subsidiary of the Group, and cash and cash equivalents of RMB220 million (collectively the “Consideration
Assets”). Upon completion, gains on disposals of production lines and a subsidiary totalling RMB65 million,
representing the fair value of the 9.16% equity interest in Chinalco High-end Manufacturing in excess of the
carrying amount of Consideration Assets, were recognised.
31 December 31 December
2023 2022
5,012,779 –
(i) The short-term investments measured at fair value through profit or loss are wealth management
products, denominated in RMB, with expected rates of return ranging from 2.8% to 3.0% per annum
for the year ended December 31, 2023 (2022: Nil). As of 31 December 2023 and as of the date of
issuance of these financial statements, none of these investments were past due.
11 DEFERRED TAX
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset
current income tax assets against current income tax liabilities and when the deferred taxes
relate to the same tax authority.
The movements in deferred tax assets and liabilities during the year ended 31 December
2023 without taking into consideration the offsetting of balances within the same tax
jurisdiction, are as follows:
Unrealised
Provision for Accrued profit at Lease
impairment expenses Tax losses consolidation liabilities Others Total
Credit/(charged) to profit or
loss 118,494 (8,612) (141,929) (6,955) (175,171) 87,311 (126,862)
As at 31 December 2022
(Restated) 1,197,776 23,667 192,226 520,331 2,021,792 343,228 4,299,020
Fair value
Fair value Depreciation adjustments
changes of and arising from
financial Withholding amortisation Right-of-use acquisition of
assets Tax and others assets subsidiaries Total
As at 31 December 2022
(Restated) 981 204,786 238,832 1,985,766 1,263,930 3,694,295
31 December 31 December
2023 2022
(Restated)
As at 31 December 2023, accumulated tax losses and deductible temporary differences not
recognised for deferred tax assets are as follows:
31 December 31 December
2023 2022
23,189,929 23,973,368
As at 31 December 2023, the expiry profile of these tax losses not recognised for deferred
tax assets is analysed as follows:
31 December 31 December
2023 2022
Expiring in
2023 — 447,159
2024 1,009,773 1,199,709
2025 1,006,779 2,133,390
2026 1,053,922 1,160,961
2027 1,563,967 2,243,442
2028 and beyond 3,425,929 489,733
8,060,370 7,674,394
31 December 31 December
2023 2022
Financial assets
– Long-term receivables (i) 513,281 513,281
Less: impairment (ii) (443,088) (443,088)
70,193 70,193
2,234,048 2,361,307
2,304,241 2,431,500
(i) As at 31 December 2023 and 31 December 2022, long-term receivables were denominated in RMB and non-
interest-bearing.
(ii) During the year ended 31 December 2022, an impairment loss of RMB384 million was recognised for a
long term lease receivable from a third party lessee due to its default on the lease contract of an alumina
production line of the Group.
13 INVENTORIES
31 December 31 December
2023 2022
23,335,420 25,945,953
22,847,135 24,712,322
31 December 31 December
2023 2022
As at 31 December 2023 and 31 December 2022, the Group had no pledged inventories for
bank and other borrowings.
31 December 31 December
2023 2022
4,024,325 4,106,396
Notes receivable:
Measured at amortised cost 3,719 411,145
Measured at fair value through other
comprehensive income 2,579,110 1,356,480
6,607,154 5,874,021
As at 31 December 2023, all balances of trade and notes receivables were denominated
in RMB, other than amount totaling RMB286 million which was denominated in USD (31
December 2022: RMB981 million denominated in USD).
As at 31 December 2023, the Group pledged certain trade and notes receivable amounting to
RMB521 million (31 December 2022: RMB289 million) as securities for certain borrowings as
set out in Note 26.
Trade receivables and notes receivable are non-interest-bearing and generally with credit
terms of 3 to 12 months. Certain of the Group’s sales were on advance payments or
documents against payment. In some cases, these terms are extended for qualifying long
term customers that have met specific credit requirements. As at 31 December 2023, the
ageing analysis of trade receivables based on invoice date was as follows:
4,764,075 5,055,178
4,024,325 4,106,396
Set out below is the information about the credit risk exposure on the Group’s trade
receivables using a provision matrix:
As at 31 December 2023
Gross carrying Expected credit Expected credit
amount losses losses loss rate
(%)
433,703 39,456
Trading:
Within 1 year 205,438 4,612 2.24
Between 1 and 2 years 1,772 1 0.06
Between 2 and 3 years 243 46 18.93
Over 3 years 2,918 1,526 52.30
210,371 6,185
Energy:
Within 1 year 1,463,548 1,191 0.08
Between 1 and 2 years 876,917 3,524 0.40
Between 2 and 3 years 670,499 2,742 0.41
Over 3 years 154,769 29,341 18.96
3,165,733 36,798
As at 31 December 2023
Gross carrying Expected credit Expected credit
amount losses losses loss rate
(%)
65,673 17,955
3,875,480 100,394
4,764,075 739,750
Set out below is the information about individually assessed trade receivables:
As at 31 December 2023
Gross carrying Expected credit Expected credit
amount losses losses loss rate
(%)
888,595 639,356
The Group has no individual provision for impairment of notes receivables. The Group
considers that notes receivables are not exposed to significant credit risk and has limited
default risk.
Movements in the loss allowance for impairment of trade receivables are as follows:
31 December 31 December
2023 2022
Other receivables
– Deposits paid to suppliers 982,090 525,666
– Dividends receivable 355,207 360,342
– Entrusted loans and loans receivable from third
parties 1,381,585 1,417,284
– Entrusted loans and loans receivable from related
parties 1,290,148 1,278,093
– Payments on behalf of other parties 236,255 285,428
– Other financial assets 858,858 1,040,632
5,104,143 4,907,445
1,860,020 1,712,457
1,009,865 2,977,240
1,009,865 2,977,240
As at 31 December 2023, all balances of other current assets were denominated in RMB,
other than amounts totalling RMB9 million which was denominated in USD (31 December
2022: RMB151 million denominated in USD).
As at 31 December 2023 and 2022, except for entrusted loans and loans receivable which
were interest-bearing, all amounts in other current assets were non-interest-bearing.
As at 31 December 2023, the ageing analysis of other receivables included in other current
assets was as follows:
31 December 31 December
2023 2022
5,104,143 4,907,445
1,860,020 1,712,457
2023 2022
Other receivables are measured at amortised cost and subject to impairment under the
general approach and they are grouped within the following stages for measurement of ECLs.
21,103,581 19,259,933
Restricted cash mainly represented bank deposits held as a deposit for issuing notes payable
and letters of credit.
The above figures reconcile to the amount of cash and cash equivalents shown in the
consolidated statement of cash flows at the end of the financial year as follows:
31 December 31 December
2023 2022
As at 31 December 2023, cash and cash equivalents and restricted cash of the Group were
denominated in the following currencies:
31 December 31 December
2023 2022
21,103,581 19,259,933
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank
balances, time deposits and restricted cash are deposited with creditworthy banks with no
recent history of default.
17 SHARE CAPITAL
31 December 31 December
2023 2022
17,161,592 17,161,592
As at 31 December 2023 and 31 December 2022, all issued shares were registered and fully
paid. Both A shares and H shares are ranked pari passu in all aspects.
As at 31 December 2023, the number of the Company’s authorised and issued ordinary
shares was 17,161,591,551 at par value of RMB1.00 per share, which included 138,918,600
restricted A shares (Note 18).
These shares are held for the 2021 Restricted A Share Incentive Scheme (the “Incentive
Scheme”).
The establishment of the Incentive Scheme was approved by shareholders at the 2022 first
extraordinary general meeting on 26 April 2022.The Incentive Scheme is designed to provide
long-term incentives for middle level managers and above (including executive directors)
to deliver long-term shareholder returns. Under the scheme, participants are granted
112,270,300 Restricted A Shares with a grant price of RMB3.08 per share on 25 May 2022,
and 26,648,300 Restricted A Shares with a grant price of RMB2.21 per share on 24 November
2022. All these shares are restricted for sale until certain service and performance conditions
are met. The fair value of the shares on the grant date was RMB4.97 per share on 25 May
2022, and RMB4.42 per share on 24 November 2022, respectively.
Number of Repurchase
shares obligation
(thousands) RMB
During the year 2023, 43 incentive grantees no longer meet the service condition and
3,210,323 restricted shares granted under the Incentive Scheme were forfeited. As at
31 December 2023, the company has paid for the share repurchase but the related share
repurchase cancellation process has not yet been completed. On 29 January 2024, the
Company received the “Certificate of Securities Change Registration” issued by China
Securities Depository and Clearing Co., Ltd. Shanghai Branch claimed that the 3,210,000
restricted shares repurchased and cancelled by the Company have been completed by 26
January 2024. The total share capital of the Company changed from 17,161,591,551 shares to
17,158,381,228 shares since the date of the cancellation.
Share-based payment expense under the Incentive Scheme to be recognised in the periods
after 31 December 2023 was RMB126 millions aggregately.
2,000,000 – – 2,000,000
(i) On 17 August 2022, the Company issued RMB1,000 million perpetual medium-term notes with an initial
distribution rate at 2.87% (the “2022 Third Medium-term Notes”). The proceeds from the issuance of the
2022 Third Medium-term Notes were RMB1,000 million. The proceeds were used for the repayment of
interest-bearing loans and borrowings. Coupon payments of 2.87% per annum on the 2022 Third Medium-
term Notes have been made annually in arrears from 17 August 2022 and may be deferred at the discretion
of the Company. The 2022 Third Medium-term Notes have no fixed maturity date and are callable only at
the Group’s option on 19 August 2025 or any coupon distribution date after 19 August 2025 at their principal
amounts together with any accrued, unpaid or deferred coupon distribution payments. The coupon distribution
rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of 0.57 percent, (b) the
China Treasury Rate, and (c) a margin of maximum 300 basis points every three years since 19 August 2025.
While any coupon distribution payments are unpaid or deferred, the Company cannot declare or pay dividends
to shareholders or decrease the share capital, or make material fixed asset investments. As at 31 December
2023, no coupon distribution payments are unpaid or deferred.
(ii) On 20 September 2022, the Company issued RMB1,000 million perpetual medium-term notes with an initial
distribution rate at 2.68% (the “2022 Fourth Medium-term Notes”). The proceeds from the issuance of the
2022 Fourth Medium-term Notes were RMB1,000 million. The proceeds were used for the repayment of
interest-bearing loans and borrowings. Coupon payments of 2.68% per annum on the 2022 Fourth Medium-
term Notes have been made annually in arrears from 20 September 2022 and may be deferred at the
discretion of the Company. The 2022 Fourth Medium-term Notes have no fixed maturity date and are callable
only at the Group’s option on 22 September 2024 or any coupon distribution date after 22 September 2024
at their principal amounts together with any accrued, unpaid or deferred coupon distribution payments. The
coupon distribution rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of
0.59 percent, (b) the China Treasury Rate, and (c) a margin of maximum 300 basis points every two years
since 22 September 2024. While any coupon distribution payments are unpaid or deferred, the Company
cannot declare or pay dividends to shareholders or decrease the share capital, or make material fixed asset
investments. As at 31 December 2023, no coupon distribution payments are unpaid or deferred.
Pursuant to the terms and conditions of the 2022 Third Medium-term Notes and the 2022 Fourth Medium-
term Notes, the Group has no contractual obligations to repay their principal or to pay any coupon
distributions. Thus in the opinion of the directors of the Company, they do not meet the definition of financial
liabilities according to IAS 32 Financial Instruments: Presentation, and are classified as equity and subsequent
distributions declared will be treated as distributions to equity owners.
20 RESERVES
The Group’s reserves and the movements therein for the current and prior years are
presented in the consolidated statement of changes in equity of the Group.
42,515,512 47,549,557
(17,158,724) (18,774,939)
31 December 31 December
2023 2022
19,164,866 21,398,250
As at 31 December 2023, except for loans and borrowings of the Group amounting to
equivalent RMB6 million (31 December 2022: RMB8 million) and RMB269 million (31
December 2022: RMB737 million) which were denominated in JPY and USD, respectively, all
loans and borrowings were denominated in RMB.
The maturity of long-term bank and other loans is set out below:
The weighted average annual interest rate of long-term bank and other loans for the
year ended 31 December 2023 was 3.79% (2022: 4.10%).
15,688,214 19,722,641
Medium-term notes and bonds were issued for capital expenditure and operating cash
flows purposes, as well as for the purpose of re-financing of bank loans.
The weighted average annual interest rate of short-term bank and other loans for the
year ended 31 December 2023 was 2.20% (2022: 2.76%).
2,006,142 2,623,311
All the above short-term bonds were issued for working capital needs.
Details of guarantors for the Group’s interest-bearing loans and borrowings are set out as
follows:
31 December 31 December
Guarantors 2023 2022
8,013,920 8,948,002
Notes:
(i) The guarantors include a subsidiary of the Company and a third party.
(ii) The joint guarantors include the Company and a third party.
22 LEASE
The Group has lease contracts for various items of land use rights, plant and machinery,
motor vehicles and other equipment used in its operations.
The carrying amounts of the Group’s right-of-use assets and the movements during
2023 and 2022 are as follows:
Land use
Buildings Machinery rights Total
22 LEASE (CONTINUED)
Land use
Buildings Machinery rights Total
As at 31 December 2023, the Group has pledged land use rights at a net carrying value
amounting to RMB223 million (2022: RMB241 million) for bank and other borrowings as
set out in Note 26.
22 LEASE (CONTINUED)
The carrying amount of lease liabilities and the movements during the year are as
follows:
Year ended
31 December
2023
Analysed into:
Current portion 794,647
Non-current portion 8,675,986
22 LEASE (CONTINUED)
(d) The total cash outflow for leases is disclosed in Notes 37(c).
31 December 31 December
2023 2022
Financial liabilities
– Long-term payables for mining rights 756,778 623,085
– Other financial liabilities 19,903 37,782
776,681 660,867
1,431,626 1,515,917
2,208,307 2,176,784
Since 2014, certain subsidiaries and branches implemented termination retirement benefit schemes which
allow qualified employees to early retire on a voluntary basis. The Group undertakes the obligations to pay the
termination retirement employees’ living allowance for a period of no more than five years in the future on a
monthly basis according to the termination retirement benefit schemes, in addition to the social insurance and
housing fund pursuant to the regulation of the local Social Security Bureau. Living allowance, social insurance
and the housing fund are together referred to as the “Payments”. The Payments are forecasted to increase
by 3% per annum with reference to the inflation rate and adjusted based on the average death rate in China.
The Payments are discounted at the treasury bond rate as at 31 December 2023. As at 31 December 2023,
the current portion is included in “Other payables and accrued liabilities”.
As at 31 December 2023, obligations in relation to retirement benefits under the Group’s early retirement
schemes are as follows:
31 December 31 December
2023 2022
132,500 271,120
31 December 31 December
2023 2022
31 December 31 December
2023 2022
Financial liabilities
– Payable for capital expenditures 1,662,166 2,507,415
– Interest payable (i) – 29,382
– Deposits 1,854,980 1,856,949
– Dividends payable by subsidiaries to non-controlling
shareholders 345,813 435,544
– Consideration payable for investment projects 55,611 73,237
– Current portion of payables for mining rights 35,938 176,971
– Payable of government levies on self-operated
power plants 79,176 105,287
– Restricted stock repurchase obligation 395,275 404,685
– Payable of environment treatment fees 221,720 281,875
– Payable of maintenance fees 118,765 110,523
– Payable of labor fees 70,194 87,643
– Payable of withhold and remit fees 46,668 68,551
– Payable of land-use fees 43,427 34,494
– Others 984,637 1,172,209
5,914,370 7,344,765
2,012,718 2,176,474
7,927,088 9,521,239
(i) As at 31 December 2023, the Group’s accrued interests on financial instruments are included in the carrying
balance of the corresponding financial instruments.
As at 31 December 2023, the Group has no overdue interest payable. (2022: RMB29 million)
(ii) Taxes other than income taxes payable mainly comprise accruals for value-added tax, resource tax, city
construction tax and education surcharge.
31 December 31 December
2023 2022
21,111,718 22,536,331
As at 31 December 2023, all balances of trade and notes payables were denominated in RMB,
other than amount totalling RMB333 million, which were denominated in USD (31 December
2022: RMB261 million denominated in USD).
31 December 31 December
2023 2022
21,111,718 22,536,331
The trade and notes payables are non-interest-bearing and are normally settled within one
year or normal business cycle.
26 PLEDGE OF ASSETS
The Group has pledged various assets as collateral against certain secured borrowings as set
out in Note 21. As at 31 December 2023, a summary of these pledged assets was as follows:
31 December 31 December
2023 2022
7,243,499 6,850,205
As at 31 December 2023, in addition to the above disclosed secured assets, the current
portion of long-term loans and borrowings amounting to RMB1,285 million (31 December
2022: RMB1,402 million), and the non-current portion of long-term loans and borrowings
amounting to RMB5,556 million (31 December 2022: RMB6,390 million) were secured against
the contractual rights of receiving electricity fees from its customers in the future.
27 EXPENSE BY NATURE
207,561,470 270,936,374
(i) Taxes other than income tax expense mainly comprise surcharges, land use tax, property tax and stamp duty.
(145,751) 414,139
29 OTHER INCOME
For the year ended 31 December 2023, other income mainly comprised of government
grants and additional deduction of input value-added tax for advanced manufacturing entities
amounting to RMB679 million (2022: RMB236 million). There are no unfulfilled conditions or
contingencies attached to the grants.
30 OTHER (LOSSES)/GAINS-NET
For the year ended 31 December
2023 2022
(92,952) 315,359
(i) On 29 December 2023, the court accepted the bankruptcy application of the Group’s subsidiary Shandong
Huayu Alloy Materials Co. Ltd. (“Shandong Huayu”) and an independent insolvency representative was
appointed. Upon losing control over Shandong Huayu, an investment loss of RMB230 million was recognised.
(ii) The Group did not apply hedge accounting for these future contracts.
11,536,959 11,451,648
(i) Staff welfare and other expenses represent staff welfare, labour union expenses, staff education expenses
and unemployment insurance expenses etc.
Disclosure of directors’ and supervisors’ emoluments for the year pursuant to the
Listing Rules, section 383(1) (a), (b), (c) and (f) of the Hong Kong Companies Ordinance
and Part 2 of the Companies Regulation (Disclosure of Information about Benefits of
Directors), is as follows:
31 December 31 December
2023 2022
5,101 5,367
The emoluments of each director and supervisor of the Company for the year ended 31
December 2023 is set out below:
Executive Directors:
Liu Jianping (i) – – – – –
Dong Jianxiong (ii) – – – – –
Zhu Runzhou (iv) – 1,167 – 111 1,278
Ou Xiaowu (iv) – 865 – 111 976
Jiang Tao (iv) – 710 – 111 821
Non-Executive Directors:
Zhang Jilong – – – – –
Chen Pengjun – – – – –
Qiu Guanzhou 215 – – – 215
Yu Jinsong 215 – – – 215
Chan Yuen Sau Kelly 215 – – – 215
645 – – – 645
Supervisors:
Ye Guohua – – – – –
Shan Shulan – – – – –
Lin Ni – – – – –
Xu Shuxiang – 425 – 111 536
Wang Jinlin (iii) – 287 – 109 396
Yue Xuguang (iii) – 395 – 54 449
The emoluments of each director and supervisor of the Company for the year ended 31
December 2022 is set out below:
Executive Directors:
Liu Jianping – – – – –
Zhu Runzhou – 1,160 – 101 1,261
Ou Xiaowu – 933 – 101 1,034
Jiang Tao – 844 – 101 945
Non-Executive Directors:
Zhang Jilong – – – – –
Chen Pengjun – – – – –
Wang Jun – – – – –
Qiu Guanzhou 206 – – – 206
Yu Jinsong 206 – – – 206
Chan Yuen Sau Kelly 206 – – – 206
618 – – – 618
Supervisors:
Ye Guohua – – – – –
Shan Shulan – – – – –
Lin Ni – – – – –
Guan Xiaoguang (iv) – 198 – 24 222
Xu Shuxiang – 319 – 77 396
Yue Xuguang – 790 – 101 891
(ii) On 19 September 2023, Mr. Dong Jianxiong was elected as an executive director in the eighth
session of the Board of the Company.
(iii) On 10 August 2023, Mr. Yue Xuguang was resigned as the employee representative supervisor of the
Company.
On 10 August 2023, Ms. Wang Jinlin was elected as the employee representative supervisor in the
eighth session of the Supervisory Committee of the Company.
(iv) During the year, in addition to the emoluments disclosed above, share-based compensations with a
cost of RMB191 thousand, RMB173 thousand and RMB154 thousand, were provided to Executive
Director Mr. Zhu Runzhou, Mr. Ou Xiaowu, and Mr. Jiang Tao, respectively (2022: RMB324 thousand).
On 18 March 2022, Mr. Guan Xiaoguang was resigned as a supervisor of the Company.
(v) During the year ended 31 December 2023, no restricted shares were granted to the directors (2022:
750,000), and no restricted shares were granted to the supervisors of the Company (2022: Nil).
(vi) During the year ended 31 December 2023, no emoluments were paid to the directors or the
supervisors of the Company (among which included the five highest paid employees) as an
inducement to join or upon joining the Company or as compensation for loss of office (2022: Nil).
(vii) Director of the Company, Mr. Chen Pengjun waived his emoluments as a non-executive director of the
Company for 2023. The annual emoluments before tax as a non-executive director of the Company
is RMB150,000 for 2023. In 2022, directors of the Company, Mr. Chen Pengjun and Mr. Wang Jun
(resigned) waived their emoluments as non-executive directors of the Company for 2022. The annual
standard tax as a non-executive director of the Company is RMB150,000 for 2022.
During the year, no retirement benefits operated by the Group were paid or made,
directly or indirectly, to or receivable by a director in respect of his services as a director
or other services in connection with the management of the affairs of the Company or
its subsidiaries (2022: nil).
During the year, no consideration was provided to or receivable by third parties for
making available director’s services (2022: nil).
During the year ended 31 December 2023, the five highest paid employees of the
Group include three directors (2022: three directors) whose emoluments are reflected
in the analysis presented above. The emoluments payable to the remaining two
individuals during 2023 (2022: two individuals) is as follows:
31 December 31 December
2023 2022
1,789 1,814
The number of the remaining two highest paid individuals during 2023 (2022: two
individuals) whose remuneration fell within the following band is as follows:
Number of individuals
31 December 31 December
2023 2022
HKD1,000,000 to HKD1,500,000 2 2
31 December 31 December
2023 2022
(Restated)
2,506,747 2,365,498
The Group’s entities established and operated in mainland China are subject to PRC corporate
income tax at the standard rate of 25% (2022: 25%) on their respective estimated taxable
profits for the year. Certain branches and subsidiaries of the Company located in the western
regions of the mainland China are granted tax concessions including a preferential tax rate
of 15% (2022: 15%). The provision for Hong Kong profits tax is calculated at 16.5% (2022:
16.5%) of the estimated assessable profits for the year ended 31 December 2023.
31 December 31 December
2023 2022
(Restated)
For the purpose of calculating basic earnings per share, the Group adjusted the profit
attributable to owners of the Company by deducting the after-tax amounts of cumulative
distributions reserved for the year for other equity instruments, which were issued by the
Group and classified as equity instrument (Note 19).
Basic earnings per share was then calculated by dividing the adjusted profit attributable to
owners of the Company by the weighted average number of ordinary shares in issue during
the year.
Diluted earnings per share are calculated by adjusting the consolidated net profit attributable
to the owners of the parent company for the dilutive potential common shares and dividing
it by the weighted average number of common shares of the company issued and adjusted.
For the year 2023, due to the dilutive effect of the restricted common shares issued by the
company (2022: there were no dilutive potential common shares), the diluted earnings per
share were 0.390 yuan (2022: the diluted earnings per share were equal to the basic earnings
per share).
36 DIVIDENDS
On 27 March 2024, the Board of Directors proposed a final dividend of RMB0.08 per share,
totaling RMB1,373 million for the year ended 31 December 2023, which is subject to the
approval of the shareholders of the Company at the forthcoming annual general meeting.
On 20 June 2023, the general meeting of shareholders approved a final dividend of RMB0.036
per share, totaling RMB618 million for the year ended 31 December 2022, which had been
paid as of 31 December 2023.
29,637,355 32,199,826
The table below details changes in the Group’s liabilities from financing activities,
including both cash and non-cash changes. Liabilities arising from financing activities
are liabilities for which cash flows was, or future cash flows will be, classified in the
Group’s consolidated statement of cash flows as cash flows from financing activities
The total cash outflow for leases included in the statement of cash flows is as follows:
For the
year ended 31
December 2023
1,418,534
The principal related party transactions with Chinalco and its fellow subsidiaries, associates
and joint ventures of the Group which were carried out in the ordinary course of business, are
as follows.
23,883,154 33,184,046
1,677,700 1,648,394
43,319 43,036
991,106 747,401
230,733 259,195
7,707,459 12,485,411
8,119,289 8,400,931
449,762 320,611
1,472,958 1,456,252
All transactions with related parties were conducted at prices and on terms mutually
agreed by the parties involved, which are determined as follows:
(i) Sales of materials and finished goods comprised sales of alumina, primary
aluminum, copper and scrap materials. Transactions entered into are covered by
general agreements on a mutual provision of production supplies and ancillary
services. The pricing policy is summarised below:
(ii) Utility services, including electricity, gas, heat and water, are provided at the
state-prescribed price.
(iv) The pricing policy for purchases of key and auxiliary materials (including bauxite,
limestone, carbon, cement and coal) is the same as that set out in (i) above.
(v) Social services and logistics services provided by Chinalco cover public security,
fire services, education and training, school and hospital services, cultural and
physical education, newspaper and magazines, broadcasting and printing as well
as property management, environmental and hygiene, greenery, nurseries and
kindergartens, sanatoriums, canteens and offices, public transport and retirement
management and other services. Provisions of these services are covered by the
Comprehensive Social and Logistics Services Agreement. The pricing policy is the
same as that set out in (i) above.
(vi) Pursuant to the land use right lease agreements entered into between the Group
and Chinalco, operating leases for industrial or commercial land are charged at the
market rent rate. The Group also entered into a building rental agreement with
Chinalco Group and paid rents based on the market rate for its lease of buildings
owned by Chinalco.
(vii) Other services are environmental protection operation services and financial
sharing platform services. The prevailing market price is adopted for pricing
purposes.
(x) In 2022, the Company acquired 19% of the issued share capital of Yunnan
Aluminum from Yunnan Metallurgical, a subsidiary of Chinalco, for a cash
consideration of RMB6,662 million and 100% equity interests of Pingguo
Aluminum from Chinalco for a cash consideration of RMB1,887 million.
In 2022, the Group made an equity investment in Chinalco High-end Manufacturing and
obtained approximately 9.16% equity interests (Note 9).
The English names represent the best effort made by management of the Group
in translating the Chinese names of the Companies as they do not have any official
English names.
Other than those disclosed elsewhere in the consolidated financial statements, the
outstanding balances with related parties at the year-end are as follows:
31 December 31 December
2023 2022
584,306 1,556,777
547,776 1,498,847
(i) Pursuant to the agreement entered into between the Company and Chinalco Finance, Chinalco
Finance agreed to provide deposit services, credit services and other financial services to the Group.
31 December 31 December
2023 2022
162,920 266,806
70,190 70,190
9,174,625 12,392,878
31 December 31 December
2023 2022
1,506,464 1,989,275
819,962 1,042,522
Contract liabilities:
Chinalco and its subsidiaries 6,089 36,471
Associates of Chinalco – 654
Associates 985 1,362
Joint ventures 50,496 278,941
57,570 317,428
• Purchases of assets,
These transactions are conducted in the ordinary course of the Group’s business.
8,625 7,224
During 2023, apart from the remuneration disclosed above, the share-based payment
expenses incurred for the key management personnel were RMB1.2 million (2022:
RMB0.46 million).
The Group’s activities expose it to a variety of financial risks, including market risk
(including foreign currency risk, interest rate risk and commodity price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise the potential adverse effects
on the Group’s financial performance.
Risk management is carried out by the treasury management department (the “Group
Treasury”) under policies approved by the Board of Directors of the Company.
The Group Treasury identifies, evaluates and hedges financial risks through close
cooperation with the Group’s operating units.
Most of the bank deposits are maintained in savings and time deposit
accounts in the PRC. The interest rates are regulated by the People’s Bank
of China and the Group Treasury closely monitors the fluctuation on such
rates periodically. The directors of the Company are of the opinion that the
Group was not exposed to any significant interest rate risk for its financial
assets held as at 31 December 2023 and 2022.
The interest rate risk for the Group’s financial liabilities primarily arises from
interest-bearing loans. Loans borrowed at floating interest rates expose the
Group to cash flow interest rate risk. The Group Treasury closely monitors
market interest rates and maintains a balance between variable rate and
fixed rate borrowings in order to reduce the exposures to the interest rate
risk described above.
As at 31 December 2023, if interest rates had been 100 basis points (31
December 2022: 100 basis points) higher/lower for bank and other loans
borrowed at floating interest rates with all other variables held constant,
net profit for the year would have been RMB142 million lower/higher
(2022: RMB233 million), respectively, mainly as a result of the higher/lower
interest expense on floating rate borrowings.
The fair value interest rate risk of the Group mainly arises from medium
term notes and short term bonds issued at fixed rates. As the fluctuation
of comparable interest rates of corporate bonds with similar terms was
relatively low, the directors of the Company are of the opinion that the
Group was not exposed to any significant fair value interest rate risk for its
fixed interest rate borrowings held as at 31 December 2023 and 2022.
The Group uses futures and option contracts to reduce its exposure to
fluctuations in the price of primary aluminum and other products. The
Group uses the futures contract for offsetting other than speculation. With
reference to the hedging of primary aluminum, production company hedges
the output of primary aluminum and trading company hedges the quantities
of buyout and self-supporting. However, the Group has not applied hedging
accounting.
The Group uses mainly futures contracts and option contracts traded on
the Shanghai Futures Exchange and London Metal Exchange (“LME”) to
hedge against fluctuations in primary aluminum prices. As at 31 December
2023, the fair values of the outstanding futures contracts amounting to
RMB1 million (31 December 2022: RMB0 million) and RMB24 million (31
December 2022: RMB9 million) were recognised in financial assets and
financial liabilities at fair value through profit or loss, respectively.
Credit risk arises from balances with banks and financial institutions, trade and
notes receivables, other current and non-current receivables as well as credit
exposures of customers, including outstanding receivables and committed
transactions.
The Group maintains substantially all of its bank balances and cash and short-term
investments in Chinalco Finance and several major state-owned banks in the PRC.
With strong support from the PRC government to these state-owned banks, the
directors of the Company are of the opinion that there is no significant credit risk
on such assets being exposed to losses.
The Group applies the simplified approach to its trade and notes receivables
to provide for expected credit losses prescribed by IFRS 9, which permits the
use of the lifetime expected loss provision for trade receivables. The Group has
made individual assessment for trade receivables from clients with top rating and
receivables with pledged assets and impairment provisions are made.
To measure the expected credit losses of trade and notes receivables other than
those assessed individually as mentioned above, trade receivables have been
grouped based on shared credit risk characteristics and the days past due. The
expected credit loss model also incorporates forward-looking information.
For other current and non-current receivables, the Group considers the probability
of default upon initial recognition of an asset and whether there has been a
significant increase in credit risk on an ongoing basis throughout each reporting
period. To assess whether there is a significant increase in credit risk the Group
compares the risk of a default occurring on the asset as at the reporting date
with the risk of default as at the date of initial recognition. It considers available
reasonable and supportive forwarding-looking information. Especially the following
indicators are incorporated:
The Group measures expected credit loss rates on the basis of a loss rate
approach by segmenting its portfolio into appropriate groupings based on shared
credit risk characteristics. At the end of each year, the Group updates its historical
loss information with forward-looking information. As the historical credit loss
rates were comparatively stable and no significant changes were expected to the
forward-looking information after the consideration of reasonable and supportable
forecasts of comparatively stable customer relationship and customers’ credit
ratings, the expected credit loss rates remained consistent during 2023.
The table below shows the credit quality and the maximum exposure to credit
risk based on the Group’s credit policy, which is mainly based on past due
information unless other information is available without undue cost or effort, and
year-end staging classification as at 31 December 2023. The amounts presented
are carrying amounts for financial assets and the exposure to credit risk for the
financial guarantee contracts, if any.
The carrying amounts of these financial assets represent the Group’s maximum
exposure to credit risk. The directors of the Company are of the opinion that the
Group was not exposed to any significant concentration of credit risk as at 31
December 2023 and 2022.
Cash flow forecast is performed in the operating entities of the Group and
aggregated by the Group Treasury. The Group Treasury monitors rolling forecasts
of the Group’s liquidity requirements to ensure it has sufficient cash to meet
operational needs while maintaining sufficient headroom on its undrawn
committed borrowing facilities at all times so that the Group does not breach
borrowing limits or covenants (where applicable) on any of its borrowing facilities.
This forecast takes into consideration of the Group’s debt financing plans,
covenant compliance, compliance with internal balance sheet ratio targets and,
if applicable, external regulatory or legal requirements, for example, currency
restrictions.
The table below analyses the maturity profile of the Group’s financial liabilities
as at the end of the reporting period. The amounts disclosed in the table are the
contractual undiscounted cash flows.
As at 31 December 2023
Lease liabilities, including current
portion 1,380,471 1,293,892 2,654,699 11,928,822 17,257,884
Long-term bank and other loans,
including current portion 9,077,825 6,609,550 20,245,634 6,582,503 42,515,512
Medium-term notes and bonds,
including current portion 6,712,761 2,900,000 3,210,823 2,000,000 14,823,584
Short-term bonds 2,000,000 – – – 2,000,000
Short-term bank and other loans 7,969,568 – – – 7,969,568
Interest payables for loans and
borrowings 1,684,636 1,395,227 1,238,930 476,107 4,794,900
Financial liabilities at fair value
through profit or loss 24,426 – – – 24,426
Financial liabilities included other
payables and accrued liabilities,
excluding accrued interest 5,839,060 – – – 5,839,060
Financial liabilities included in
other non-current liabilities 82,862 87,885 274,559 858,010 1,303,316
Trade and notes payables 21,111,718 – – – 21,111,718
As at 31 December 2022
Lease liabilities, including current
portion 1,651,935 1,314,558 3,092,936 13,939,859 19,999,288
Long-term bank and other loans,
including current portion 13,486,345 6,604,880 20,579,821 6,878,511 47,549,557
Medium-term notes and bonds,
including current portion 4,400,000 6,712,761 6,110,823 2,000,000 19,223,584
Short-term bonds 2,600,000 – – – 2,600,000
Short-term bank and other loans 6,461,103 – – – 6,461,103
Interest payables for loans and
borrowings 2,285,428 1,490,176 1,468,119 1,046,655 6,290,378
Financial liabilities at fair value
through profit or loss 8,767 – – – 8,767
Financial liabilities included other
payables and accrued liabilities,
excluding accrued interest 6,786,894 – – – 6,786,894
Financial liabilities included in
other non-current liabilities 203,428 50,198 150,595 839,964 1,244,185
Trade and notes payables 22,536,331 – – – 22,536,331
Financial assets
31 December 2023
Equity Debt
Financial assets instruments instruments
at fair value at fair value at fair value
through profit Financial through other through other
or loss-held assets at comprehensive comprehensive
for trading amortised cost income income Total
Current
Trade receivables – 4,024,325 – – 4,024,325
Notes receivable – 3,719 – 2,579,110 2,582,829
Restricted cash – 2,064,046 – – 2,064,046
Cash and cash equivalents – 19,039,535 – – 19,039,535
Financial assets included in other
current assets – 1,860,020 – – 1,860,020
Financial assets at fair value through
profit or loss(FVPL) 5,012,779 – – – 5,012,779
Non-current
Financial assets measured at
fair value through other
comprehensive income – – 2,158,418 – 2,158,418
Other non-current assets – 70,193 – – 70,193
Financial liabilities
31 December 2023
Financial assets
at fair value through
profit or loss-held Financial liabilities
for trading at amortised cost Total
Current
Financial liabilities at fair value through
profit or loss 24,426 – 24,426
Interest-bearing loans and borrowings – 27,134,434 27,134,434
Financial liabilities included in other
payables and accrued liabilities
(Note 24) – 5,914,370 5,914,370
Trade and notes payables – 21,111,718 21,111,718
Non-current
Financial liabilities included in other non-
current liabilities (Note 23) – 776,681 776,681
Interest-bearing loans and borrowings – 50,515,635 50,515,635
Financial assets
31 December 2022
Equity Debt
Financial assets instruments instruments
at fair value at fair value at fair value
through profit Financial through other through other
or loss-held for assets at comprehensive comprehensive
trading amortised cost income income Total
Current
Trade receivables – 4,106,396 - - 4,106,396
Notes receivable – 411,145 – 1,356,480 1,767,625
Restricted cash – 2,443,249 – – 2,443,249
Cash and cash equivalents – 16,816,684 – – 16,816,684
Financial assets included in other current
assets – 1,712,457 - - 1,712,457
Non-current
Financial assets measured at fair value
through other comprehensive income – – 2,161,085 – 2,161,085
Other non-current assets – 70,193 – – 70,193
Financial Liabilities
31 December 2022
Financial assets at
fair value through
profit or loss-held Financial liabilities
for trading at amortised cost Total
Current
Financial liabilities at fair value through
profit or loss 8,767 – 8,767
Interest-bearing loans and borrowings – 27,859,353 27,859,353
Financial liabilities included in other
payables and accrued liabilities
(Note 24) – 7,344,765 7,344,765
Trade and notes payables – 22,536,331 22,536,331
Non-current
Financial liabilities included in other non-
current liabilities (Note 23) – 660,867 660,867
Interest-bearing loans and borrowings – 58,596,765 58,596,765
Fair value
Management has assessed that the fair values of cash and cash equivalents,
restricted cash and time deposits, trade and notes receivables, financial assets
included in other current assets, entrusted loans, trade and notes payables,
financial liabilities included in other payables and accrued liabilities, short-term
and the current portion of interest-bearing loans and borrowings, interest payable
and the current portion of long-term payables approximate to their carrying
amounts largely due to the short term maturities of these instruments.
Other than those with carrying amounts that reasonably approximate to fair
values and those carried at fair value, are as follows:
Financial liabilities
Financial liabilities included in other
non-current liabilities (Note 23) 776,681 660,867 692,175 590,869
Long-term interest-bearing loans
and borrowings, excluding lease
liability (Note 21) 41,839,649 49,387,292 40,011,734 45,885,166
The fair values of the financial assets and liabilities are determined as the amount
at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.
The fair values of the financial assets included in other non-current assets and
financial liabilities included in other non-current liabilities and long-term interest-
bearing loans and borrowings have been calculated by discounting the expected
future cash flows using rates currently available for instruments on with similar
terms, credit risk and remaining maturities.
The following tables illustrate the fair value measurement hierarchy of the
Group’s financial instruments:
24,426 – – 24,426
8,767 – – 8,767
– – 40,703,909 40,703,909
– – 46,476,035 46,476,035
During the year ended 31 December 2023 the Group had no transfers of fair value
measurements between Level 1 and Level 2 and no transfers into or out of Level
3 for both financial assets and financial liabilities (2022: Nil).
Significant
Valuation Technique unobservable input
Notes receivable
31 December 2023 Discounted Cashflow Discount rate
model
Financial liabilities
included in other non-
current liabilities
31 December 2023 Discounted Cashflow Discount rate
model
Long-term interest-
bearing loans and
borrowings
31 December 2023 Discounted Cashflow Discount rate
model
In order to maintain or adjust the capital structure, the Group may adjust the amount of
dividends paid to shareholders, issue new shares or sell assets to reduce debts.
Consistent with other entities in the industry, the Group monitors capital on the basis
of its debt to asset ratio. Debt to asset ratio as at 31 December 2023 and 2022 are as
follows:
31 December 31 December
2023 2022
40 NON-CONTROLLING INTERESTS
Details of the Group’s subsidiaries that have material non-controlling interests are set out
below:
31 December 31 December
2023 2022
The following tables illustrate the summarised financial information of the above subsidiaries.
The amounts disclosed are before any inter-company eliminations:
Yunnan Aluminum
2023 2022
(Restated)
Ningxia Energy
2023 2022
41 CONTINGENT LIABILITIES
The Group is a defendant in a number of lawsuits arising in the ordinary course of business.
While the outcomes of such lawsuits cannot be determined at present, management believes
that any resulting liabilities will not have a material adverse effect on the financial position or
operating results the Group.
42 COMMITMENTS
31 December 31 December
2023 2022
42 COMMITMENTS (CONTINUED)
On 27 March 2024, the Board of Directors proposed a final dividend of RMB0.08 per share for
the year ended 31 December 2023, refer to Note 36 for details.
As of the date of this report, except for the above matters, no significant subsequent event happened.
31 December 31 December
2023 2022
ASSETS
Non-current assets
Intangible assets 847,863 944,342
Property, plant and equipment 7,670,562 7,459,482
Investment properties 40,848 280,959
Right-of-use assets 4,780,273 4,726,622
Investments in subsidiaries 68,411,418 67,347,036
Investments in joint ventures 1,857,846 1,809,149
Investments in associates 4,507,061 4,238,635
Financial assets at fair value through
other comprehensive income 415,798 410,084
Deferred tax assets 191,033 191,093
Other non-current assets 10,350,366 10,585,149
31 December 31 December
2023 2022
Current assets
Inventories 2,201,299 1,985,419
Trade and notes receivables 393,798 371,273
Other current assets 17,970,596 22,628,618
Financial assets at fair value through profit and loss 5,011,970 –
Restricted cash 116,974 118,123
Cash and cash equivalents 7,072,013 6,545,757
31 December 31 December
2023 2022
LIABILITIES
Non-current liabilities
Interest-bearing loans and borrowings 29,864,890 32,055,675
Other non-current liabilities 204,295 174,025
Current liabilities
Interest-bearing loans and borrowings 13,133,455 15,712,868
Other payables and accrued liabilities 30,510,822 25,844,460
Contract liabilities 203,661 109,948
Trade and notes payables 1,095,786 1,767,004
Financial liabilities at fair value through profit and loss 4,402 –
The statement of financial position of the Company was approved by the Board of Directors
on 27 March 2024 and was signed on its behalf.
Share Other capital Statutory Special Fair value Other equity Retained
premium reserves surplus reserve reserve Reserve instruments earnings Total
Balance at 31 December 2021 27,695,674 2,853,401 1,892,286 73,644 13,467 2,498,429 1,341,772 36,368,673
Profit for the period – – – – – – 1,682,538 1,682,538
Changes in fair value of equity
investments at fair value through
other comprehensive incomes, net of
tax – – – – (7,664) – – (7,664)
Issuance of senior perpetual securities – – – – – 2,000,000 – 2,000,000
Dividends distribution – – – – – – (544,891) (544,891)
Equity changes caused by share based
payment 265,766 – – – – – – 265,766
Employee share schemes-value of
employee services – 48,258 – – – – – 48,258
Repayment of senior perpetual
securities – – – – – (2,498,429) – (2,498,429)
Share of reserves of joint ventures and
Associates – – – 2,096 – – – 2,096
Other appropriations – – – 8,498 – – – 8,498
Appropriation to surplus reserves – – 168,254 – – – (168,254) –
Distribution of other equity instruments – – – – – – (109,071) (109,071)
Special funds injection – 5,080 – – – – – 5,080
Transfer remeasurements of defined
benefit obligation to retained earnings – – – – (997) – 997 –
At 31 December 2022 27,961,440 2,906,739 2,060,540 84,238 4,806 2,000,000 2,203,091 37,220,854
Balance at 31 December 2022 27,961,440 2,906,739 2,060,540 84,238 4,806 2,000,000 2,203,091 37,220,854
Profit for the period – – – – – – 3,740,362 3,740,362
Equity transactions with subsidiaries – (308,686) – – – – – (308,686)
Changes in fair value of equity
investments at fair value through
other comprehensive incomes,
net of tax – – – – 6,640 – – 6,640
Dividends distribution – – – – – – (617,817) (617,817)
Employee share schemes-value of
employee services – 91,111 – – – – – 91,111
Share of reserves of joint ventures and
Associates – – – 11,798 – – – 11,798
Other appropriations – – – (23,262) – – – (23,262)
Appropriation to surplus reserves – – 374,036 – – – (374,036) –
Distribution of other equity instruments – – – – – – (55,500) (55,500)
At 31 December 2023 27,961,440 2,689,164 2,434,576 72,774 11,446 2,000,000 4,896,100 40,065,500
The statement of financial position of the Company was approved by the Board of Directors
on 27 March 2024 and was signed on its behalf.
The financial statements were approved and authorised for issue by the Board of Directors on
27 March 2024.
as to PRC laws:
Jincheng Tongda & Neal Law Firm
10/F, China World Trade Tower A, 1 Jianguomenwai
Avenue, Chaoyang District, Beijing, the PRC
Postal code: 100004
10. Place for inspection of corporate The Company’s Finance Department (Capital Operation
information Department)
Note: Mr. Liu Jianping, the former chairman and legal representative of the Company, resigned on 19 July 2023. Mr. Dong
Jianxiong was elected as the chairman of the eighth session of the Board of the Company on 19 September 2023.
According to the Articles of Association of the Company, the chairman of the Board is the legal representative of the
Company. Therefore, the Company changed its legal representative to Mr. Dong Jianxiong on 8 November 2023.