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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Aluminum Corporation China Ltd (PK) | USOTC:ALMMF | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.02225 | -4.01% | 0.5333 | 0.5073 | 0.6091 | 0.55665 | 0.5325 | 0.5325 | 22,750 | 21:00:52 |
As filed with Securities and Exchange Commission on January 23, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
People’s Republic of
(Jurisdiction of incorporation or organization)
(
(Address of principal executive offices)
(
(
(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 | ||
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 | |
| H Shares, par value RMB1.00 per share |
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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 ¨
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.
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).
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.
| 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
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 ¨
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
(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: | ||
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.
| i |
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 |
| 2 |
| 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 |
| 3 |
| 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 |
| 4 |
| 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. |
| 5 |
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. |
| 6 |
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. |
| 7 |
PART III
Item 19. Exhibits
| # | Filed previously with the Original Filing |
| * | Filed herewith |
| ** | Furnished herewith |
| 8 |
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.
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