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As filed with Securities and Exchange Commission
on January 23, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December
31, 2022
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event
requiring this shell company report _____________
For the transition
period from __________ to __________
Commission file number 001-15264
(Exact name of Registrant as specified in its charter)
ALUMINUM CORPORATION OF CHINA LIMITED
(Translation of Registrant’s name into English)
People’s Republic of China
(Jurisdiction of incorporation or organization)
No. 62 North Xizhimen Street, Haidian District,
Beijing
People’s Republic of China (100082)
(Address of principal executive offices)
Zhu Runzhou
No. 62 North Xizhimen Street, Haidian District,
Beijing
People’s Republic of China (100082)
(86) 10 8229 8322
ir@chalco.com.cn
(Name, Telephone, Email and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| None |
|
None |
|
None |
Securities registered or to be registered pursuant
to Section 12(g) of the Act.
Class H Ordinary Shares
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding
shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| As of December 31, 2022: |
|
| Domestic shares, par value RMB1.00 per share |
13,217,625,583 |
| H Shares, par value RMB1.00 per share |
3,943,965,968 |
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Note – Checking the
box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 from their obligations under those Sections.
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes x No ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition
of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
| Large accelerated
filer x |
Accelerated filer ¨ |
Non-accelerated
filer ¨ |
Emerging growth
company ¨ |
If an emerging growth company
that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of
the Exchange Act. ¨
†The term “new
or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. Yes x No ¨
If securities are registered pursuant to Section 12(b) of
the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ¨
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark which
basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ¨
International Financial Reporting Standards as issued by the International Accounting Standards Board x
Other ¨
If “Other” has
been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow.
Item
17 ¨ Item
18 ¨
If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
(APPLICABLE ONLY TO ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether
the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ¨ No ¨
| Auditor Name: |
|
Location: |
|
Auditor Firm ID: |
| PricewaterhouseCoopers Zhong Tian LLP |
|
Shanghai, the People’s Republic of China |
|
1424 |
Explanatory Note
Aluminum Corporation of China
Limited (the “Company”) is filing this Amendment No. 1 on Form 20-F (this “Amendment No. 1”) to
our annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission
(the “SEC”) on April 25, 2023 (the “Original Filing”), to address certain comments from the Staff of the
SEC in relation to the Original Filing. Accordingly, we are restating in their entirety the following sections of the Original Filing:
(i) Part II – “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections”; and (ii) Part III
– “Item 19. Exhibits”. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications
by our president and chief financial officer are being filed as exhibits to this Amendment No. 1.
No attempt has been made in
this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing
except as required to reflect the amendments discussed above. Except as otherwise noted herein, this Amendment No. 1 continues to
describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events,
results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent
events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or
developments that occurred or facts that became known to us after the date of the Original Filing. Accordingly, this Amendment No. 1
should be read in conjunction with the Original Filing and the Company’s other filings with the SEC subsequent to April 25,
2023.
PART II
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
In May 2022, the SEC
conclusively listed us as a Commission-Identified Issuer under the HFCA Act following the filing of the annual report on Form 20-F
for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm headquartered in mainland China which
the PCAOB was unable to inspect or investigate completely in 2021 because of a position taken by authorities in China, issued the audit
report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its
December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect
or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified
Issuer under the HFCA Act after we file this annual report on Form 20-F.
Our controlling shareholder,
Chinalco, directly and indirectly owns 31.90% of our outstanding ordinary Shares as of March 31, 2023, among which 29.43% was directly
owned by itself, and 2.47% was indirectly owned via its wholly-owned entities, including Baotou Aluminum, Chinalco Asset Operation and
Management Co., Ltd. and Aluminum Corporation of China Overseas Holdings Limited. Chinalco is a company incorporated and domiciled
in the PRC and is wholly owned by the SASAC, a special commission directly under the State Council of China, which is the executive body
of the supreme organ of state power of the PRC. Therefore, Chinese governmental entity has controlling financial interest in the Company
by virtue of the SASAC’s 31.90% indirect equity ownership in the Company through Chinalco.
As of December 31, 2022,
we have 30 consolidated foreign operating entities (the “CFOEs”), including 16 wholly-owned subsidiaries and 14 subsidiaries
not wholly owned by us (the “Partially-Owned Subsidiaries”). Out of these CFOEs, 22 subsidiaries were disclosed as the principal
subsidiaries in Note 1 to our consolidated financial statements, including 14 of our wholly-owned subsidiaries and 8 of our Partially-Owned
Subsidiaries. See Note 1 to our audited consolidated financial statements contained in this annual report for information about our principal
subsidiaries. For each of our wholly-owned subsidiaries, given that Chinalco, a company controlled by the SASAC, beneficially owns 31.90%
of our outstanding ordinary Shares as the controlling shareholder, Chinese governmental entity has a controlling financial interest in
the Company and each such wholly-owned subsidiary, and owns, indirectly through the Company, 31.90% equity interests in each such wholly-owned
subsidiary. In addition, the following table sets forth the information as of the date of this annual report with respect to the shareholding
structure of each of our Partially-Owned Subsidiaries. Accordingly, the Chinese government entities, through the Company and/or other
entities controlled by Chinese government entities, have controlling financial interests in each of the Partially-Owned Subsidiaries.
| Partially-Owned Subsidiaries | |
Shareholding by
the Company
(%) | | |
Shareholding by
Other Entities
Controlled by Chinese
Governmental Entities
(%) | | |
Shareholding
by Other
Entities
(%) | |
| Shanxi New Material | |
85.98 | | |
14.02 | | |
- | |
| Zunyi Aluminum | |
67.45 | | |
32.55 | | |
- | |
| Ningxia Energy | |
70.82 | | |
29.18 | | |
- | |
| Guizhou Huajin | |
60.00 | | |
- | | |
40.00 | |
| Xinghua Technology | |
66.00 | | |
- | | |
34.00 | |
Shanxi Chinalco Resources Co., Ltd.
(山西中鋁華潤有限公司) | |
40.00 | | |
60.00 | | |
- | |
| Guizhou Huaren | |
40.00 | | |
30.00 | | |
30.00 | |
| Yunnan Aluminum(1) | |
29.10 | | |
16.29 | | |
54.61 | |
Chalco Qinghai Aluminum & Electricity Co., Ltd.(2) (中鋁青海鋁電有限公司) | |
90.00 | | |
10.00 | | |
- | |
| Gansu Huayang (2) | |
70.00 | | |
- | | |
30.00 | |
| Shandong Huayu(2) | |
55.00 | | |
- | | |
45.00 | |
| Gansu Hualu (2) | |
51.00 | | |
49.00 | | |
- | |
| Shanxi Huasheng(2) | |
51.00 | | |
49.00 | | |
- | |
| Guangxi Huasheng(2) | |
51.00 | | |
49.00 | | |
- | |
Notes:
| (1). | Yunnan Aluminum is a public company listed on the main board of Shenzhen Stock Exchange. According to
the annual report of Yunnan Aluminum for the year ended December 31, 2022, (i) we have been the controlling shareholder of Yunnan
Aluminum by owning 29.10% of the shares in Yunnan Aluminum since November 22, 2022, (ii) three of the top 10 shareholders of
Yunnan Aluminum are the other entities controlled by Chinese governmental entities, owning 16.29% of the shares in Yunnan Aluminum in
total, and (iii) the other shareholders (including public investors) owned the remaining 54.61% of the shares in Yunnan Aluminum
as of December 31, 2022. |
| (2). | This subsidiary was not disclosed as a principal subsidiary in Note 1 to our consolidated financial statements
contained in this annual report because it was not deemed a “significant subsidiary” as per Rule 1-02(w) of Regulation
S-X as of the date of this annual report. |
The
following is a table detailing the primary roles and responsibilities of the Company’s directors who are members of the Chinese
Communist Party (the “CCP”), including their respective positions in the primary-level party organizations of either the Company,
Chinalco, or both (the “Primary-level Party Organization(s)”), where applicable.
| No. |
Name |
Positions with the
Company |
Responsibilities as a director |
Whether a
member of the
Company’s
Primary-level
Party
Organization? |
Responsibilities as
a member of the
Company’s
Primary-level
Party Organization |
Whether a
member of the
Chinalco’s
Primary-level
Party
Organization? |
| 1. |
Liu Jianping(1) |
o Former
executive director
o Former
chairman of the Board
o Former
chairman of nomination committee
o Former
chairman of development and planning committee |
o Lead
and supervise the overall operation and performance of duties of the Board of Directors;
o Lead
the discussions and studies concerning the structure and composition of the Board of Directors, and make suggestions to the Board of Directors;
and
o Lead
the review and assessment of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations
and investments returns |
Yes;
secretary
|
o Lead
the overall supervision on the implementation of the CCP policies;
o Organize
discussions and research on the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee |
Yes;
deputy secretary |
| 2. |
Dong Jianxiong(2) |
o Executive
director
o Chairman
of the Board of Directors
o Chairman
of development and planning committee
o Member
of nomination committee |
o Lead
and supervise the overall operation and performance of duties of the Board of Directors;
o Lead
the review and assessment of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations
and investments returns; and
o Discuss
and study the structure and composition of the Board of Directors, and make suggestions to the Board of Directors |
No |
Not applicable |
Yes;
member |
| No. |
Name |
Positions with the
Company |
Responsibilities as a director |
Whether a
member of the
Company’s
Primary-level
Party
Organization? |
Responsibilities as
a member of the
Company’s
Primary-level
Party Organization |
Whether a
member of the
Chinalco’s
Primary-level
Party
Organization? |
| 3. |
Zhu Runzhou |
o Executive
director
o President
o Chairman
of occupational health and safety and environment committee
o Member
of nomination committee
o Member
of development and planning committee |
o Lead
the Company’s operation and management during the ordinary course of business;
o Lead
the annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant
suggestions to the Board of Directors;
o Discuss
and study the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Review
and assess the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns |
Yes;
deputy secretary |
o Assist
the secretary of the Company’s Primary-level Party Organization in the management of CCP members and foreign affairs
o Discuss
and research the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee |
No |
| 4. |
Ou Xiaowu |
o Executive
director
o Member
of occupational health and safety and environment committee |
o Lead
the management of the news and publicity work, public relations, corporate culture construction, and other issues concerning social responsibilities;
and
o Discuss
annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions
to the Board of Directors |
Yes;
deputy secretary and secretary of the Discipline
Inspection Committee |
o Lead
the discipline inspection works and supervise the adherence to CCP policies and guidance
o Discuss
and research the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee |
No |
| 5. |
Jiang Tao |
o Executive
director
o Vice
president
o Member
of occupational health and safety and environment committee |
o Lead
the operation and management of the sales, marketing and safety production; and
o Discuss
annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions
to the Board of Directors |
Yes;
member |
o Assist
the secretary and deputy secretaries of the Company’s Primary-level Party Organization in the implementation of CCP policies and
guidance
o Discuss
and research the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee |
No |
| No. |
Name |
Positions with the
Company |
Responsibilities as a director |
Whether a
member of the
Company’s
Primary-level
Party
Organization? |
Responsibilities as
a member of the
Company’s
Primary-level
Party Organization |
Whether a
member of the
Chinalco’s
Primary-level
Party
Organization? |
| 6. |
Zhang Jilong(3) |
o Non-executive
director
o Member
of remuneration committee
o Member
of development and planning committee |
o Discuss
the remuneration policy, compensation arrangements, and performance evaluation systems concerning directors, supervisors and management,
and make relevant suggestions to the Board of Directors; and
o Review
and assess the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns |
No |
Not applicable |
No |
| 7. |
Chen Pengjun(3) |
o Non-executive
director
o Member
of development and planning committee |
o Review and assess the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns
|
No |
Not applicable |
No |
| 8. |
Qiu Guanzhou (3) |
o Independent
non-executive director
o Chairman
of remuneration committee
o Member
of audit committee
o Member
of nomination committee
o Member
of development and planning committee |
o Lead
the discussion on the remuneration policy, compensation arrangements, and performance evaluation systems concerning directors, supervisors
and management, and make relevant suggestions to the Board of Directors;
o Supervise
the Company’s internal audit system, financial and internal control, risk and compliance management;
o Discuss
and make suggestions on the engagement or replacement of external auditors;
o Discuss
and study the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Review
and assess the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns |
No |
Not applicable |
No |
| No. |
Name |
Positions with the
Company |
Responsibilities as a director |
Whether a
member of the
Company’s
Primary-level
Party
Organization? |
Responsibilities as
a member of the
Company’s
Primary-level
Party Organization |
Whether a
member of the
Chinalco’s
Primary-level
Party
Organization? |
| 9. |
Yu Jinsong (3) |
o Independent
non-executive director
o Chairman
of nomination committee
o Member
of audit committee
o Member
of remuneration committee |
o Lead
the discussions and studies concerning the structure and composition of the Board of Directors, and make suggestions to the Board of Directors;
o Supervise
the Company’s internal audit system, financial and internal control, risk and compliance management;
o Make
suggestions on the engagement or replacement of external auditors; and
o Discuss
the remuneration policy, compensation arrangements, and performance evaluation systems concerning directors, supervisors and management,
and make relevant suggestions to the Board of Directors |
No |
Not applicable |
No |
Notes:
| (1) | Mr. Liu Jianping resigned from all positions in the Company
on July 19, 2023 due to work arrangement, as disclosed in the Form 6-K furnished to the Commission by the Company on July 19,
2023. Additionally, Mr. Liu Jianping resigned from the secretary position in the Company’s Primary-level Party Organization
in June 2023. The new secretary of the Company’s Primary-level Party Organization does not hold director, supervisor or any
other position with the Company. |
| (2) | Mr. Dong Jianxiong was elected as the Company’s executive
director and the chairman of the Board of Directors at the Company’s extraordinary general meeting on September 19, 2023,
as disclosed in the Form 6-K furnished to the Commission by the Company on the same day. |
| (3) | Each of Mr. Zhang Jilong, Mr. Chen Pengjun, Mr. Qiu
Guanzhou and Mr. Yu Jinsong, being a non-executive director, is a member of Primary-level Party Organization established within
other enterprises or organizations that are not affiliated with the Company or Chinalco, and their roles and responsibilities as members
of CCP are not relevant to the Company. |
As of the date of this annual
report, although eight members of our Board are the members of the CCP, none of them is considered by the Company as an “official”
of the CCP because (i) they serve only internal leadership or managerial roles within the Company, without any public extension of
these roles; (ii) they are not engaged in public duties akin to civil servants in the PRC nor hold positions in any governmental
authority or public institution; (iii) their compensation does not come from the PRC national or local treasury as they are not part
of the government administrative staffing system; and (iv) they do not receive any form of compensation from government authorities
or public institutions. As of the date of this annual report and to our best knowledge, none of the members of the board of directors
of each of our CFOEs is an official of the CCP. However, the Company acknowledges the lack of a clear, specific definition of a CCP “official”
in both the HFCA Act and the charter of the CCP (the “CCP Charter”), and the Company acknowledges the SEC’s authority
to interpret the term “CCP official” and will respect any such interpretation by the SEC, even though it may differ from the
Company’s own understanding.
As of the date of this annual
report, other than the provisions set forth in the table below, which either mentions the CCP Charter or adopts some text from the charter
of the CCP, our current Articles of Association does not contain wording from any CCP Charter. Please refer to Exhibit 1 to this
annual report for more details regarding our currently effective Articles of Association.
| Articles | |
Provisions of the Company’s Articles of Association |
| 1 | |
To safeguard the legitimate rights and interests of Aluminum Corporation of China Limited* (the “Company”), its shareholders and creditors, and to regulate the organization and activities of the Company, the Company formulated the Articles of Association in accordance with laws and regulations such as the Company Law of the People’s Republic of China (the “Company Law”), the Securities Law of the People’s Republic of China (the “Securities Law”), the Constitution of the Communist Party of China (the “Party Constitution”), the Special Regulations of the State Council on the Overseas Offer and Listing of Shares by Joint Stock Limited Companies (the “Special Regulations”), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas, the Guidelines on Articles of Association of Listed Companies, the Code of Corporate Governance for Listed Companies in China, the rules governing the listing of shares or securities on the stock exchanges on which the Company’s Shares are listed (including the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited and the New York Stock Exchange) (the “Relevant Listing Rules”). |
| 12 | |
In accordance with the relevant regulations of the Party Constitution and the Company Law, organizations of the Communist Party of China (hereinafter the “Party”) shall be established; the Party Committee shall play the leadership role, providing direction, managing the overall situation and promoting implementation. The working organs of the Party shall be established, equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization. |
| 103 | |
The Company shall set up the Committee of the Communist Party of China of Aluminum Corporation of China Limited (the “Party Committee”), consisting of one secretary, one to two deputy secretary and several members. Eligible members of the Party Committee may serve as members of the Board of Directors, the Supervisory Committee and senior management through statutory procedures, while eligible Party members of the Board of Directors, the Supervisory Committee and senior management may also serve as members of the Party Committee pursuant to relevant provisions and procedures. Meanwhile, the Company shall also set up a disciplinary committee in accordance with the provisions, which shall consist of one secretary and several members. |
| 104 | |
The Party Committee shall fulfil the following responsibilities in accordance with the Constitution of the Communist Party of China and other regulations as prescribed by the Party:
(1) To ensure and supervise the Company’s implementation of policies and guidelines of the Party and the State, and implement major strategic decisions of the Central Committee of the Party and the State Council, as well as important work arrangements of the Party organizations of higher levels.
(2) To strengthen its leadership and gate keeping role in the process of selection and appointment of personnel, and adhere to the principle of the Party supervising the performance of officials while ensuring the lawful selection by the Board of Directors of the senior management and the lawful exercise of the power of the senior management in the employment of personnel.
(3) To research and discuss the reform, development and stability of the Company, major operational and management issues and major issues concerning employees’ interests, and provide comments and suggestions; to support the Shareholders’ General Meeting, the Board of Directors, the Supervisory Committee and the senior management in performing their duties in accordance with law, and support the employee representatives’ meeting in carrying out its work.
(4) To undertake the main responsibility of comprehensive and strict Party management; to lead the Company’s ideological and political work, the united front work, the spiritual civilization construction, the corporate culture cultivation as well as the work of groups such as the labor union and the Communist Youth League; to lead the construction of the Party’s working style and its clean and honest administration, and support the discipline inspection committee in earnestly performing its supervisory responsibilities.
(5) To strengthen the Company’s grassroots Party organizations and their team building, give full play to the role of the Party branches as strongholds and to the role of the Party members as pioneers and fine examples, and unite and lead officials and employees to devote themselves into the reform and development of the Company.
(6) To handle other important matters within the scope of duties of the Party Committee.
|
| 113 | |
Before making decision on significant matters of the Company, the Board of Directors shall seek advice of the Party Committee. |
In addition, we require our
CFOEs to reflect the requirements of the CCP Charter in their respective articles of association (or equivalent organizing document) with
reference to our Articles of Association and according to the Guidelines for the Articles of Association of the Company’s Subsidiaries
(the “Guidelines”). As of the date of this annual report, other than Shandong Huayu that has not had the opportunity to include
certain requirements of the CCP Charter in its articles of association, all of our CFOEs have followed the Guidelines to reflect the requirements
of the CCP Charter in their respective articles of association. Apart from the provisions required by the Guidelines, the current articles
of association of each of our CFOEs do not contain any language from the CCP Charter. Please see bullet points set forth in the table
below summarizing the Guidelines, which are substantially identical to provisions related to the CCP Charter in our Articles of Association.
|
Summary of
the Guidelines |
| · Establishment
and constitution of the CCP’s Committee of the Company’s subsidiaries (the “Subsidiary Party Committee”)
and the Supervision Committee of the Company’s subsidiaries (the “Subsidiary Supervision Committee”). |
| · Election procedures for the members of the Subsidiary Party Committee and Subsidiary Supervision Committee. |
|
· Major
responsibilities of the Subsidiary Party Committee:
o To
ensure, strengthen and supervise the implementation of policies and guidelines of CCP and State Council of China;
o To
research and discuss the significant operational and management issues; to support shareholders’ meeting, the board of directors,
the Subsidiary Supervision Committee and the senior management in performing their duties;
o To
supervise the selection and appointment of its leadership, and support the employee representatives’ meeting;
o To
lead the construction of CCP’s working style, and support the Subsidiary Supervision Committee in performing its supervisory responsibilities;
o To
strengthen the grassroots organizations of CCP and their team building; and
o To
lead the Company’s ideological and political work and the corporate culture cultivation. |
| · Preparatory discussion and research procedures of the Subsidiary Party Committee with respect to the significant operational and management issues. |
PART III
Item 19. Exhibits
| Exhibit Number |
|
Description |
| 1.1 |
|
English translation of the Amended Articles of Association of Aluminum Corporation of China Limited (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-15264), previously furnished with the Securities and Exchange Commission on June 20, 2023) |
| 2.1 |
|
Registrant’s Specimen American Depositary Receipt (incorporated by reference to Exhibit 2.1 of our annual report on Form 20-F/A (file No. 001-15264) filed with the Securities and Exchange Commission on October 9, 2012) |
| 2.2 |
|
Registrant’s Specimen Certificate for H Shares (incorporated by reference to Exhibit 2.2 of our annual report on Form 20-F/A (file No.001-15264) filed with the Securities and Exchange Commission on October 9, 2012) |
| 2.3 |
|
Deposit Agreement among the Registrant, The Bank of New York, as depositary, and Owners and Beneficial Owners of the American Depositary Receipts (incorporated by reference to Exhibit 2.3 of our annual report on Form 20-F/A (file No. 001-15264) filed with the Securities and Exchange Commission on October 9, 2012) |
| 2.4# |
|
Description of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended |
| 4.1 |
|
English translation of Form of Employment Contract (incorporated by reference to Exhibit 4.1 of our annual report on Form 20-F/A (file No. 001-15264) filed with the Securities and Exchange Commission on October 9, 2012) |
| 8.1# |
|
List of Subsidiaries of Aluminum Corporation of China Limited as of December 31, 2022 |
| 12.1* |
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2* |
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13.1** |
|
Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2** |
|
Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 96.1 |
|
Technical Report Summary (incorporated by reference to Exhibit 96.1 of the Amendment No. 1 to Form 20-F (file No. 001-15264) filed with the Securities and Exchange Commission on August 31, 2022) |
| 101.INS# |
|
Inline XBRL Instance Document—this instance document does not appear in the Interactive Data File because its XBRL tags embedded within the Inline XBRL document |
| 101.SCH# |
|
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL# |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF# |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB# |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE# |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Filed previously with the Original Filing |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
| |
ALUMINUM CORPORATION OF CHINA LIMITED |
| |
|
| |
By: |
/s/ Zhu Runzhou |
| |
|
Name: Zhu Runzhou |
| |
|
Title: Executive Director and President |
| |
|
Date: January 23, 2024 |
Exhibit 12.1
CERTIFICATION
I,
ZHU Runzhou, certify that:
| 1. | I have reviewed this annual report on Form 20-F, as
amended by Amendment No. 1 thereto, of Aluminum Corporation of China Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the
equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting. |
| Date: |
January 23, 2024 |
|
| By: |
/s/ Zhu Runzhou |
|
| Name: |
Zhu Runzhou |
|
| Title: |
Executive Director and President |
|
Exhibit 12.2
CERTIFICATION
I,
GE Xiaolei, certify that:
| 1. | I have reviewed this annual report on Form 20-F, as
amended by Amendment No. 1 thereto, of Aluminum Corporation of China Limited (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the
equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting. |
| Date: |
January 23, 2024 |
|
| By: |
/s/ Ge Xiaolei |
|
| Name: |
Ge Xiaolei |
|
| Title: |
Chief Financial Officer and Secretary to the Board |
|
Exhibit 13.1
CERTIFICATION
In
connection with the annual report on Form 20-F of Aluminum Corporation of China Limited (the “Company”) for the year
ended December 31, 2022 as filed with the Securities and Exchange Commission on April 25, 2023, as amended by Amendment No. 1
thereto, I, ZHU Runzhou, Executive Director and President of the Company, certify, pursuant to Rule 13a-14(b) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The annual report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the annual report fairly presents,
in all material respects, the financial condition and results of operations of the Company. |
| Date: |
January 23, 2024 |
|
| By: |
/s/ Zhu Runzhou |
|
| Name: |
Zhu Runzhou |
|
| Title: |
Executive Director and President |
|
The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under
the Exchange Act and 18 U.S.C. Section 1350 and will not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section.
Exhibit 13.2
CERTIFICATION
In
connection with the annual report on Form 20-F of Aluminum Corporation of China Limited (the “Company”) for the year
ended December 31, 2022 as filed with the Securities and Exchange Commission on April 25, 2023, as amended by Amendment No. 1
thereto, I, GE Xiaolei, Chief Financial Officer and Secretary to the Board of the Company, certify, pursuant to Rule 13a-14(b) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The annual report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the annual report fairly presents,
in all material respects, the financial condition and results of operations of the Company. |
| Date: |
January 23, 2024 |
|
| By: |
/s/ Ge Xiaolei |
|
| Name: |
Ge Xiaolei |
|
| Title: |
Chief Financial Officer and Secretary to the Board |
|
The foregoing certification is being furnished solely pursuant to Rule 13a-14(b) under
the Exchange Act and 18 U.S.C. Section 1350 and will not be deemed “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section.
v3.23.4
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|
12 Months Ended |
|
Dec. 31, 2022
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|
| Entity File Number |
001-15264
|
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ALUMINUM CORP OF CHINA LTD
|
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0001161611
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F4
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No. 62 North Xizhimen Street
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Haidian District
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CN
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Haidian District
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Beijing
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CN
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100082
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86
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Zhu Runzhou
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- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-T
-Number 232
-Section 405
| Name: |
dei_EntityInteractiveDataCurrent |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityShellCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Name: |
dei_EntityVoluntaryFilers |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 405
| Name: |
dei_EntityWellKnownSeasonedIssuer |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:yesNoItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 10-K
-Number 249
-Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 20-F
-Number 249
-Section 220
-Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Form 40-F
-Number 249
-Section 240
-Subsection f
| Name: |
dei_IcfrAuditorAttestationFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
| Name: |
dei_NoTradingSymbolFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:trueItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
ifrs-full_ClassesOfShareCapitalAxis=none_DomesticSharesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
ifrs-full_ClassesOfShareCapitalAxis=none_ClassOfHSharesMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
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