As filed with Securities and Exchange Commission on April 15, 2016 |
|
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
|
_______________ |
|
FORM 20-F |
|
_______________ |
|
[ ] 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, 2015 |
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 |
|
Commission file number 001-15264 |
|
![](https://capedge.com/proxy/20-F/0001161611-16-000148/image_001.jpg)
|
(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) |
|
_______________ |
|
Yu Dehui |
No. 62 North Xizhimen Street, Haidian District, Beijing People's Republic of China (100082) |
(86) 10 8229 8560 |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
|
_______________ |
|
Securities registered or to be registered pursuant to Section 12(b) of the Act. |
|
CERTAIN TERMS AND CONVENTIONS |
|
"Chalco", "the Company", "the Group", "our company", "we", "our" and "us" refer to Aluminum Corporation of China Limited and its subsidiaries and, where appropriate, to its predecessors; |
|
"A Shares" and "domestic shares" refer to our domestic ordinary shares, with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange; |
|
"alumina-to-silica ratio" refers to the ratio of alumina to silica in bauxite by weight; |
|
"aluminum fabrication" refers to the process of converting primary aluminum or recycled aluminum materials into plates, strips, bars, tubes and other fabricated products; |
|
"AUD" or "Australian dollars" refers to the lawful currency of the Commonwealth of Australia; |
|
"Baotou Aluminum" refers to Baotou Aluminum Company Limited, our wholly-owned subsidiary established under the PRC law; |
|
"Baotou Group" refers to Baotou Aluminum (Group) Co., Ltd., one of our shareholders; |
|
"bauxite" refers to a mineral ore that is principally composed of aluminum; |
|
"Bayer process" refers to a refining process that employs a strong solution of caustic soda at an elevated temperature to extract alumina from ground bauxite; |
|
"Bayer-sintering combined process" and "Bayer-sintering series process" refer to the two methods of refining process developed in China which involve the combined application of the Bayer process and the sintering process to extract alumina from bauxite; |
|
"Board" refers to our board of directors; |
|
"CBEX" refers to China Beijing Equity Exchange, an approved equity exchange for the transfer of state-owned assets; |
|
"Chalco Energy" refers to Chalco Energy Co., Ltd., our wholly-owned subsidiary established under the PRC law; |
|
"Chalco Hong Kong" refers to Chalco Hong Kong Limited, our wholly-owned subsidiary established under Hong Kong Law; |
|
"Chalco Iron Ore" refers to Chalco Iron Ore Holding Limited, our subsidiary until December 2013 when we disposed of 65% of its equity interest to Chinalco; |
|
"Chalco Liupanshui" refer to Chalco Liupanshui Hengtaihe Mining Co., Ltd., 49% of the equity interest of which is owned by us; |
|
"Chalco Mining" refers to Chalco Mining Co., Ltd., our wholly-owned subsidiary established under the PRC law; |
|
"Chalco Nanhai" refers to Chalco Nanhai Alloy Company, a wholly-owned subsidiary of our Group established under the PRC law; |
|
"Chalco Ruimin" refers to Chalco Ruimin Company Limited, our subsidiary until June 2013 when we disposed of 93.30% of its equity interest to Chinalco; |
|
"Chalco Shandong" refers to Chalco Shandong Co., Ltd., 100% of the equity interest of which is owned by us; |
|
"Chalco Southwest Aluminum" refers to Chalco Southwest Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 60% of its equity interest to Chinalco; |
|
"Chalco Southwest Aluminum Cold Rolling" refers to Chalco Southwest Aluminum Cold Rolling Company Limited, our wholly-owned subsidiary until June 2013 when we disposed of its entire equity interest to Chinalco; |
|
"Chalco Trading" or "CIT" refers to China Aluminum International Trading Co., Ltd., our wholly owned subsidiary established under the PRC law; |
|
"Chalco Xing County Alumina Project" refers to the Bayer process production system and ancillary facilities at Xing County, Lvliang City of Shanxi Province with production capacity of 800,000 tonnes of metallurgical grade alumina per year; |
|
"Chalco Zhongzhou" refers to Chalco Zhongzhou Aluminum Co., Ltd., 100% of the equity interest of which is owned by us; |
|
"China" and the "PRC" refers to the People's Republic of China, excluding for purposes of this annual report, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan; |
|
"Chinalco" and "Chinalco Group" refer to our controlling shareholder, Aluminum Corporation of China and its subsidiaries (other than Chalco and its subsidiaries) and, where appropriate, to its predecessors; |
|
"Chinalco Finance" refers to Chinalco Finance Co., Ltd.; |
|
"CSRC" refers to China Securities Regulatory Commission; |
|
"Dongdong Coal" refers to Shaanxi Chengcheng Dongdong Coal Co., Ltd., 45% of the equity interest of which is owned by us; |
|
"Energy-Saving and Emission Reduction Goals" refers to the energy-saving and emission reduction goals set out in China's 12th Five-Year Plan for National Economic and Social Development laid out in 2011, by which China expects to cut its per unit GDP energy consumption by 16 percent compared with the 2010 level by the end of 2015; |
|
"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended; |
|
"Euros" or "EUR" refers to the lawful currency of the Euro zone; |
|
"Fushun Aluminum" refers to Fushun Aluminum Company Limited, our wholly-owned subsidiary established under the PRC law; |
|
"Gansu Hualu" refers to Gansu Hualu Aluminum Company Limited, 51% of the equity interest of which is owned by us; |
|
"Gansu Huayang" refers to Gansu Huayang Mining Development Company Limited, 70% of the equity interest of which is owned by us; |
|
"Guangxi Huayin" refers to Guangxi Huayin Aluminum Company Limited, 33% of the equity interest of which is owned by us; |
|
"Guangxi Investment" refers to Guangxi Investment (Group) Co., Ltd., formerly known as Guangxi Development and Investment Co., Ltd., a PRC state- owned enterprise and one of our promoters and shareholders; |
|
"Guizhou Development" refers to Guizhou Provincial Materials Development and Investment Corporation, a PRC state-owned enterprise and one of our promoters and shareholders; |
|
"Guizhou Huajin" refers to Guizhou Huajin Aluminum Co., Ltd., 60% of the equity interest of which is owned by us; |
|
"Guizhou Yuneng" refers to Guizhou Yuneng Mining Co., Ltd., 25% of the equity interest of which is owned by us; |
|
"H Shares" refers to overseas listed foreign shares with a par value RMB1.00 each, which are listed on the Hong Kong Stock Exchange; |
|
"Henan Aluminum" refers to Chalco Henan Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 90.03% of its equity interest to Chinalco; |
|
"HK$" and "HK dollars" refer to Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC; |
|
"Hong Kong Stock Exchange" refers to The Stock Exchange of Hong Kong Limited; |
|
"Huaxi Aluminum" refers to Huaxi Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 56.86% of its equity interest to Chinalco; |
|
"Japanese Yen" refers to the lawful currency of Japan; |
|
"Jiaozuo Wanfang" refers to Jiaozuo Wanfang Aluminum Manufacturing Co. Ltd., 2.46% of the equity interest of which was owned by us as of December 31, 2015; |
|
"Ka" refers to kiloamperes, a unit for measuring the strength of an electric current, with one kiloampere equaling to 1,000 amperes; |
|
"kWh" refers to kilowatt hours, a unit of electrical power, meaning one kilowatt of power for one hour; |
|
"Lanzhou Aluminum" refers to Lanzhou Aluminum Co., Ltd., a wholly-owned subsidiary of us since April 2007 and until July 2007 when it was divided into two wholly-owned entities: Lanzhou branch and Northwest Aluminum; |
|
"Liancheng branch" refers to our wholly-owned branch, which was formerly known as Lanzhou Liancheng Longxing Aluminum Company Limited, before we acquired 100% of its equity interest; |
|
"Listing Rules" and "Hong Kong Listing Rules" refer to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended; |
|
"LME" refers to the London Metal Exchange Limited; |
|
"Longmen Aluminum" refers to Shanxi Longmen Aluminum Co., Ltd., 55% of the equity interest of which is owned by us; |
|
"MIIT" refers to Ministry of Industry and Information Technology of the PRC; |
|
"Nanchu Price" refers to the independent reference price for aluminum published on ENanchu (http://www.enanchu.com/), an nonferrous metal related portal site in PRC; |
|
"NDRC" refers to China National Development and Reform Commission; |
|
"Ningxia Energy" refers to Chalco Ningxia Energy Group Co., Ltd. (formerly Ningxia Electric Power Group Co., Ltd.) and we acquired 70.82% of its equity interest in January 2013; |
|
"Northwest Aluminum" refers to Northwest Aluminum Fabrication Branch, our wholly-owned branch until June 2013 when we disposed of all its assets to a subsidiary of Chinalco; |
|
"NYSE" or "New York Stock Exchange" refers to the New York Stock Exchange Inc.; |
|
|
"ore-dressing Bayer process" refers to a refining process we developed to increase the alumina-to-silica ratio of bauxite; |
|
"Qingdao Light Metal" refers to Chalco Qingdao Light Metal Company Limited, our wholly-owned subsidiary until June 2013 when we disposed of its entire equity interest to Chinalco; |
|
"Qinghai Energy" refers to Qinghai Province Energy Development (Group) Co., Ltd., 21% of the equity interest of which is owned by us; |
|
"refining" refers to the chemical process used to produce alumina from bauxite; |
|
"Rio Tinto" refers to Rio Tinto plc, a company incorporated in England and Wales, the shares of which are listed on the London Stock Exchange and the New York Stock Exchange; |
|
"RMB" or "Renminbi" refers to the lawful currency of the PRC; |
|
"SASAC" refers to State-owned Assets Supervision and Administration Commission of the State Council of China; |
|
"SEC" refers to the U.S. Securities and Exchange Commission; |
|
"Securities Act" refers to the U.S. Securities Act of 1933, as amended; |
|
"Shandong Aluminum" refers to Shandong Aluminum Industry Co., Limited, a wholly-owned subsidiary of Chinalco; |
|
"Shandong Huayu" refers to Shandong Huayu Alloy Material Co., Ltd, 55% of the equity interest of which is owned by us; |
|
"Shanxi Jiexiu" refers to Shanxi Jiexiu Xinyugou Coal Industry Co., Ltd., 34% of the equity interest of which is owned by us; |
|
"Shanxi Huasheng" refers to Shanxi Huasheng Aluminum Company Limited, 51% of the equity interest of which is owned by us; |
|
"Shanxi Huaxing" refers to Shanxi Huaxing Aluminum Co., Ltd., formerly a wholly-owned subsidiary of our Group. We disposed 50% of equity interest in Shanxi Huaxing in 2015, and as a result Shanxi Huaxing has become our joint venture in accordance with relevant accounting standards; |
|
"Shanxi Huaze" refers to Shanxi Huaze Aluminum and Power Co., Limited, 60% of the equity interest of which is owned by us; |
|
"Shanxi Other Mines" refers to the seven of mines, in which we entrusted other party to conduct mining activities, including Shangtan mine, Jindui mine, Shicao mine, Nanpo mine, Xishan mine, Niucaogou mine and Sunjiata mine in Shanxi Province that became the mining areas of our new own mine in 2010; |
|
"SHFE" refers to the Shanghai Futures Exchange; |
|
"Simandou Project" refers to the project to develop and operate the Simandou iron ore mine located in Guinea in West Africa as further described in the Simandou joint development agreement dated July 29, 2010 entered into amongst Rio Tinto, Rio Tinto Iron Ore Atlantic Limited and us for the purpose of development of the Simandou Project; |
|
"sintering process" refers to a refining process employed to extract alumina from bauxite by mixing ground bauxite with supplemental materials and burning the mixture in a coal-fired kiln; |
|
"smelting" refers to the electrolytic process used to produce molten aluminum from alumina; |
|
"tonne" refers to the metric ton, a unit of weight, that is equivalent to 1,000 kilograms or 2,204.6 pounds; |
|
"US$", "dollars" or "U.S. dollars" refers to the legal currency of the United States; |
|
"Xinan Aluminum" refers to Xinan Aluminum (Group) Company Limited; |
|
| | Year Ended December 31, |
| |
|
| | 2011 | 2012 | 2013 | 2014 | 2015 | 2015 |
| |
|
|
|
|
|
|
| | RMB | RMB | RMB | RMB | RMB | US$ |
| | (in thousands, except per share and per ADS data) |
| | | | | | | |
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME DATA | | |
| Continuing Operations | | | | | | |
| Revenue | 138,474,717 | 143,692,381 | 169,693,800 | 141,999,830 | 123,445,872 | 19,056,759 |
| Cost of sales | (131,066,801) | (143,646,145) | (166,895,282) | (141,328,954) | (120,927,088) | (18,667,926) |
| |
|
|
|
|
|
|
| | | | | | | |
| Gross profit | 7,407,916 | 46,236 | 2,798,518 | 670,876 | 2,518,784 | 388,833 |
| Selling and distribution expenses | (1,500,213) | (1,846,424) | (1,873,180) | (1,763,031) | (1,775,254) | (274,052) |
| General and administrative expenses | (2,559,710) | (2,756,539) | (2,953,232) | (4,838,387) | (2,334,071) | (360,318) |
| Research and development expenses | (206,430) | (184,683) | (193,620) | (293,766) | (168,869) | (26,069) |
| Impairment loss on property, plant and equipment | (279,756) | (19,903) | (501,159) | (5,679,521) | (10,011) | (1,545) |
| Government grants | 159,774 | 734,852 | 805,882 | 823,986 | 1,768,926 | 273,075 |
| Other gains/(losses), net | 502,462 | (16,989) | 7,399,252 | 356,935 | 5,023,600 | 775,510 |
| Operating profit/(loss) from continuing operations | 3,524,043 | (4,043,450) | 5,482,461 | (10,722,908) | 5,023,105 | 775,434 |
| Finance costs, net | (2,935,642) | (4,076,475) | (5,247,905) | (5,682,990) | (5,137,581) | (793,106) |
| |
|
|
|
|
|
|
| | | | | | | |
| Operating profit/(loss) from continuing operations | | | | | | |
| less finance costs | 588,401 | (8,119,925) | 234,556 | (16,405,898) | (114,476) | (17,672) |
| Share of profits of joint ventures | 122,262 | 37,040 | 148,749 | 89,510 | 23,238 | 3,587 |
| Share of profits of associates | 400,706 | 256,081 | 511,869 | 350,575 | 284,531 | 43,924 |
| |
|
|
|
|
|
|
| | | | | | | |
| Profit/(loss) before income tax | | | | | | |
| from continuing operations | 1,111,369 | (7,826,804) | 895,174 | (15,965,813) | 193,293 | 29,839 |
| Income tax (expense)/benefit | | | | | | |
| from continuing operations | (121,175) | 371,092 | (339,551) | (1,074,910) | 230,420 | 35,571 |
| |
|
|
|
|
|
|
| | | | | | | |
| Profit/(loss) for the year from continuing operations | 990,194 | (7,455,712) | 555,623 | (17,040,723) | 423,713 | 65,410 |
| Profit/(loss) per share from continuing operations | 0.04 | (0.52) | 0.05 | (1.20) | 0.01 | 0.00 |
| Discontinued operation (Loss) /profit for the year from discontinued operation | (299,048) | (1,187,299) | 207,144 | - | - | - |
| |
|
|
|
|
|
|
| | | | | | | |
| Profit/(loss) for the year | 691,146 | (8,643,011) | 762,767 | (17,040,723) | 423,713 | 65,410 |
| |
|
|
|
|
|
|
| | | | | | | |
| Profit/(loss) Attributable to: | | | | | | |
| Owners of the parent | 238,616 | (8,233,182) | 987,179 | (16,208,170) | 206,319 | 31,850 |
| Non-controlling interests | 452,530 | (409,829) | (224,412) | (832,553) | 217,394 | 33,560 |
| |
|
|
|
|
|
|
| | | | | | | |
| Dividends | - | - | - | - | - | - |
| |
|
|
|
|
|
|
| | | | | | | |
| Basic and diluted earnings/(loss) per share | 0.02 | (0.61) | 0.07 | (1.20) | 0.01 | 0.00 |
| Earnings/(loss) per ADS | 0.44 | (15.22) | 1.82 | (29.96) | 0.35 | 0.06 |
| Dividends (expressed in RMB and US$ per share and per ADS) | | | | | | |
| Final dividends per share | 0.0114 | - | - | - | - | - |
| Final dividends per ADS | 0.2850 | - | - | - | - | - |
| Proposed dividends per share | - | - | - | - | - | - |
| Proposed dividends per ADS | - | - | - | - | - | - |
| | | | | | | |
| Volatility in the prices of alumina, primary aluminum, other non-ferrous metal and other commodities may adversely affect our business, financial condition and results of operations. |
| |
| The prices of the products we produce and trade, including alumina, primary aluminum, other non-ferrous metal and coal products, have historically fluctuated and are expected to continue fluctuating in response to general economic conditions, supply and demand and the level of global inventories, which are beyond our control. |
| |
| We price our alumina and primary aluminum products by reference to international and domestic market prices, and domestic supply and demand, each of which may fluctuate beyond our control. In 2013, demand for alumina and primary aluminum fluctuated. The Australian FOB spot price of alumina reached a high of US$351.5 and a low of US$312.5 per tonne and the international spot price of primary aluminum on the LME reached a high of US$2,123.0 per tonne and a low of US$1,694.5 per tonne in 2013. In 2014, the Australian FOB spot price of alumina and the international cash price of primary aluminum on the LME reached a high of US$357 per tonne and a low of US$307 per tonne and a high of US$2,089 per tonne and a low of US$1,634 per tonne, respectively. As a result of general slowdown of the global economy and overcapacity of global aluminum industry, the market prices for aluminum products were facing downward pressure in 2015. The Australian FOB spot price of alumina and the international cash price of primary aluminum on the LME reached a high of US$354.5 per tonne and a low of US$200 per tonne and a high of US$1,959.1 per tonne and a low of US$1,423.5 per tonne, respectively in 2015. Our average external selling prices of self-produced alumina and primary aluminum were RMB2,377 per tonne and RMB12,075 per tonne respectively in 2015, which decreased by approximately 3.8% and 10.9%, respectively, from 2014 to 2015. Because most of our costs are fixed, we may not be able to respond promptly to a sudden decrease in alumina or primary aluminum prices. There is no assurance that there will be no further falls in prices of our key products, including alumina and primary aluminum, which may materially and adversely affect our business, financial condition and results of operations. |
| |
| In addition, as the profit margin of trading is based on price fluctuations in the short term, we need to make the correct prediction of the price fluctuations of the non-ferrous metal products and coal products on the markets to ensure the profit margin. If the price fluctuations on the market do not match our prediction, we may incur substantial losses. In addition, as we generate profit from the differences between the purchasing and sales prices of the non-ferrous metal products we deal in, significant fluctuations in the prices of the commodities we deal in may cause the value of the outsourced products in transit or in inventory to decline, and if the carrying value of our existing inventories exceeds the market price in the future periods, we may need to make additional provisions for our inventories' value. As a result, any significant fluctuation in international market prices could materially and adversely affect our business, financial condition and results of operations. |
| |
| |
| We incurred losses in the past and may not achieve sustained profitability in the future. |
| |
| Although we were profitable in 2013 and 2015, we incurred a net loss of approximately RMB17.0 billion in 2014. We may incur losses in the future and we cannot assure you that we will sustain profitability in the future. |
| |
| In addition, we expect that we will continue relying on, in addition to our cash flows generated from operating activities, bank and other loans as well as proceeds from bond offerings, to fund our business operations and expansions. Our borrowing costs and access to the debt capital markets, and thus our liquidity, depend significantly on our public credit ratings. These ratings are assigned by rating agencies, which may reduce or withdraw their ratings or place us on "credit watch", which would have negative implications. A history of net losses may result in a deterioration of our credit ratings, which could increase our borrowing costs and limit our access to the capital markets, which in turn, could reduce our earnings and adversely affect our liquidity. |
| |
| Our historical results may not be indicative of our future prospects. |
| |
| We acquired an aggregate of 70.82% of the equity interest in Ningxia Energy on January 23, 2013. Ningxia Energy is an integrated power generation company with coal mines located in Ningxia Autonomous Region. Its principal business includes conventional coal-fire power generation and renewable energy generation. After the acquisition of Ningxia Energy, we have established an energy segment in January 2013 to include (i) operations of Ningxia Energy and (ii) our other energy related operations that were formerly included in our corporate and other operating segment. In November 2015, we acquired relevant assets and liabilities of High-Purity Aluminum and Light Metal of Baotou Aluminum Group. Baotou Aluminum Group is a subsidiary of Chinalco. In addition, in line with our development strategy to focus on the development of our core business of alumina and primary aluminum operations, where we have established leading market positions, and to reduce future capital expenditures on iron ore development, improve asset-to-debt ratio and generate expected cash flows, we disposed of 65% of the equity interest in Chalco Iron Ore to a wholly-owned subsidiary of Chinalco on December 26, 2013 pursuant to the approval of shareholders at the 2013 second extraordinary general meeting held on November 29, 2013. In December 2015, we entered into Equity Transfer Agreement with Shenzhen CR Yuanda, a state-owned entity, to transfer 50% equity interests in Shanxi Huaxing, a wholly owned subsidiary of our Company, through the Shanghai United Assets and Equity Exchange at a price of RMB2,351 million. For details of the disposal of Chalco Iron Ore and Shanxi Huaxing, please see "Item 4. Information on the Company - A. History and Development of the Company - Overseas Development." |
| |
| As a result, our historical results may not be indicative of our future prospects and result of operations. |
| |
| Our failure to successfully manage our business expansion, including our expansion into new areas of business, would have a material adverse effect on our results of operations and prospects. |
| |
| We have invested in business expansion in line with our development strategy through organic growth, acquisitions and joint ventures. In addition to continuing to expand our existing business lines, we may, from time to time and when we deem appropriate, expand into new industries which we believe have synergies with our existing operations. For example, we have successfully enhanced our energy-related operations through the acquisition of Ningxia Energy in 2013 and participation in joint ventures and strategic investments in coal mining since 2010. |
| |
| |
| Our business and industry may be affected by the development of alternative energy sources and climate change. |
| |
| Our operations consume substantial amounts of coal. Coal combustion generates significant greenhouse gas and other pollutants, and the effects of climate change resulting from global warming and increased pollution levels may provide incentives for governments to promote or invest in "green" energy technologies such as wind, solar, nuclear and biomass power plants, or to reduce their consumption of conventional energy sources such as coal. A number of governments or governmental bodies have introduced or are contemplating legislative and regulatory changes in response to the potential impacts of climate change. These regulatory mechanisms may impact our operations directly or indirectly through customers or our supply chain. We may have to increase our capital expenditures in order to comply with such revised or new legislation or regulations, and may realize changes to profit or loss arising from increased or decreased demand for our products and indirectly, from changes in costs of goods sold, which may adversely affect our results of operations and financial condition. |
| |
| In addition, we have invested in coal mining operations. We are affected by the growth of the PRC thermal power industry, which relies on coal as main source of fuel. The PRC thermal power industry may be affected by the development of alternative energy sources, climate change and global environmental factors. In particular, pursuant to the draft of China's 13th Five-Year Plan for Environmental Protection, the PRC government plans to continue to encourage the development of alternative energy sources, such as wind power, solar power, biomass and geothermal energy, from 2016 to 2020. As such, alternative energy industries may rapidly develop and gradually gain mainstream acceptance in the PRC and the rest of the world. If alternative energy technologies continue to develop and prove suitable for wide commercial application in the PRC and overseas, demand for conventional energy sources, such as coal, could be reduced, which could have a material and adverse effect on the coal mining industry and, consequently, our business, results of operations and financial condition. |
| |
| We may be unable to continue competing successfully in the markets in which we operate. |
| |
| We face competition from both domestic and international primary aluminum producers. Our principal competitors are domestic smelters, some of which are consolidating and expanding their production capacities. These smelters compete with our primary aluminum operations on the basis of cost, quality and pricing. In addition, we face increasing competition from international alumina and primary aluminum suppliers as a result of the elimination of tariffs on imports of primary aluminum and alumina into China. Increasing competition in our product markets may reduce our selling prices or sales volumes, which will have a material adverse effect on our financial condition and results of operations. If we are unable to price our products competitively, maintain or increase our current share of China's alumina and primary aluminum markets or otherwise maintain our competitiveness, our financial condition, results of operations and profitability could be materially and adversely affected. |
| |
| Our overseas expansion exposes us to political and economic risks, commercial instability and events beyond our control in the countries in which we plan to operate. |
| |
| We are currently undertaking a couple of overseas projects, including the bauxite mining projects in Laos and Indonesia. As we are new to these overseas markets, we cannot assure you that our overseas expansion or investments will be successful or that we will not suffer foreign exchange losses in connection with our overseas investment. |
| |
| In addition, operations in the overseas markets also expose us to a number of risks including expropriation and nationalization of our assets in foreign countries, civil unrest, acts of terrorism, war, or other armed conflict; natural disasters; inflation; currency fluctuations, devaluations and conversion restrictions; confiscatory taxation or other adverse tax policies, governmental activities that limit or disrupt markets, restrict payments or limit the movement of funds, governmental activities that may result in the deprivation of contractual rights; lack of a well-developed legal system that makes it difficult to enforce our contractual rights; and governmental activities that may result in the inability to obtain or retain licenses required for operations. |
| |
| Our profitability and operations could be adversely affected if we are unable to obtain a steady supply of raw materials at competitive prices. |
| |
| Historically, the price for bauxite, our most important raw material for alumina production, has been volatile. We obtain bauxite for our operations from our own mines and external suppliers. See "Item 4. Information on the Company - B. Business Overview - Raw Materials - Alumina - Supply." The extent to which we procure bauxite from each of these sources affect the security of our supply or cost of bauxite. The supply of bauxite could be affected by various factors, including geographic conditions of bauxite mines, government policies, market prices and competition, many of which are beyond our control. We rely on overseas suppliers to obtain a portion of bauxite we use for production. Indonesia used to be a major source of our imported bauxite. As a result of the ban imposed by the Government of Indonesia on the exportation of unprocessed bauxite and nickel, since January 2014, we were not able to export the bauxite produced by our bauxite mines in Indonesia for the use of our alumina refineries in China, and our operation of bauxite mining in Indonesia has been suspended since September 2014. If we exhaust our stockpiles or our procurement of bauxite from Australia are interrupted for any reasons, and cannot find an alternative source of imported bauxite at competitive prices, our financial condition, results of operations and profitability could be adversely affected. |
| |
| In addition, our results of operations can be affected by increases in the cost of other raw materials and other key inputs such as energy. If we cannot obtain a steady supply of key raw materials at competitive prices, our financial condition and results of operations could be materially and adversely affected. |
| |
| Any transportation interruption or any material increase in our transportation costs could have a material and adverse effect on our business, financial condition and results of operations. |
| |
| Our operations require the reliable transportation of raw materials and supplies to our refining and smelting sites and finished products to our customers. Our alumina products are mainly transported by rail or trucks and our primary aluminum products are delivered to our customers primarily by rail. There is no assurance that we can always enjoy sufficient transportation capacity or we will not experience transportation interruption in the future. Furthermore, natural disasters may cause interruption to the transportation system, which could in turn affect the transportation of our products. In addition, any changes in fuel prices or fuel supply may be unpredictable and beyond our control. There is no assurance that shortage of fuel will not occur in the future. Any surge in fuel prices or shortage of fuel supply may lead to increases in our operation and transportation costs. If we are unable to make timely deliveries due to logistical and transportation disruptions, or transfer the increased costs to our customers, our production, reputation and results of operations may be adversely affected. |
| |
| We may not successfully develop and implement new methods and processes. |
| |
| A main objective of our research and development is to develop new methods and processes to improve the efficiency of our alumina refineries to increase our production yield from bauxite with low alumina-to-silica ratio. If the supply of high quality bauxite with a high alumina-to-silica ratio in China declines, our failure to develop such methods and processes and incorporate them into our production could impede our efforts to reduce unit costs and diminish our competiveness. |
| |
| The bauxite reserve data in this annual report are only estimates, which may prove to be inaccurate. |
| |
| The bauxite reserve data on which we base our production, revenue and expenditure plans are estimates that we have developed internally and may prove inaccurate. There are numerous uncertainties inherent in estimating quantities and qualities of reserves, including many factors beyond our control. If these estimates are inaccurate or the indicated tonnages are not recovered, our business, financial condition, and results of operations may be materially and adversely affected. |
| |
| The Securities are guaranteed by certain of our subsidiaries. A breach of any of the covenants in the indenture governing the Securities could result in a redemption of the Securities at our discretion or an increase of coupon rate if we do not redeem the Securities upon a breach of such covenants. If we default under the Securities in the future, the holders may enforce their claims against the guarantors to satisfy our obligations to them. In addition, such default may result in a default and acceleration of our senior debt and the holders of our senior debt could gain ownership of the capital stock of certain of our wholly owned subsidiaries (if such capital stock is pledged for such senior debt) and/or enforce their claims against the assets of the guarantors (if guarantee is provided for such senior debt). We conduct substantially all of our operations in China and substantially all of our assets are located in China and, if we default under our senior debt, we would lose control or ownership of our assets and operations in China and there may be few or no assets remaining with which we could conduct our business or from which the claims of our other creditors could be satisfied. |
| |
| The interests of our controlling shareholder who exerts significant influence over us may conflict with ours. |
| |
| As of December 31, 2015, our largest shareholder, Chinalco, directly owned 32.81% of our issued share capital and indirectly owned an additional 2.00% of our issued share capital through its controlled entities. The interests of Chinalco may conflict or even compete with our interests and those of our public shareholders. Chinalco may take actions that are in the interest of its subsidiaries, associates and other related entities to our detriment. For example, Chinalco may seek to influence our decision as to the amount of dividends we declare and distribute. Any increase in our dividend payout would reduce funds otherwise available for reinvestment in our businesses and thus may adversely affect our future prospects and financial condition. |
| |
| In addition, Chinalco and a number of its subsidiaries and associates provide a range of services to us, including engineering and construction services, social services, land and property leasing as well as the supply of raw and supplemental materials. It would be difficult to find an alternative source for some services that we receive from Chinalco. Our cost of operations may increase if Chinalco, its subsidiaries and associates are unable to continue providing such services to us. |
| |
| We are subject to, and incur costs to comply with, environmental laws and regulations. |
| |
| As we produce air emissions, discharge waste water, and handle hazardous substances at our bauxite mines, alumina refineries and aluminum smelters, we are subject to, and incur costs to comply with, environmental laws and regulations. |
| |
| Given the magnitude, complexity and continuous amendments to these laws and regulations, compliance therewith may be onerous or may involve substantial financial resources and other resources to establish efficient compliance and monitoring systems. The liabilities, costs, obligations and requirements associated with these laws and regulations may therefore be substantial and may delay the commencement of, or cause interruptions to, our operations. Non-compliance with the relevant laws and regulations applicable to our operations may even result in substantial penalties or fines, suspension or revocation of our relevant licenses or permits, termination of government contracts or suspension of our operations. Such events could impact our operating results, financial condition and reputation, all of which could adversely impact the Group's ability to be profitable and attract new customers. We were fined for breaches of environmental laws and regulations and there is no assurance that there will not be any further breaches in the future. |
| |
| In addition, the environmental laws and regulations in the PRC and other jurisdictions in which we operate continue to evolve. As a result, we may incur significant additional costs if relevant laws and regulations change or enforcement of existing laws and regulations becomes more rigorous. For instance, to comply with the requirement of desulphurization and denitration in China, we were requested to invest in upgrading or remoulding certain production facilities. Further, our overseas expansion projects are subject to foreign environmental laws and regulations. Failure to comply with environmental laws and regulations may trigger a variety of administrative, civil and criminal enforcement measures, including the assessment of monetary penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations, all of which may materially and adversely affect our business operations. |
| |
| We face counterparty risks. |
| |
| While we generally sell goods and provide services to reputable customers and evaluate the customers' credit in accordance with our internal risk management criteria, such as their credit history and likelihood of default, we have limited access to information about our customers and we may encounter difficulties in the collection of receivables in certain countries that we have less experience in our dealings. Therefore, we cannot guarantee that all of our customers will fully perform their obligations under their respective contracts with us, and the deterioration of any customers' credit or payment conditions may result in those customers defaulting on their contractual obligations, which could materially and adversely affect our business, financial condition and results of operations. In addition, disputes with governmental entities and other public organizations could potentially lead to contract termination if these remain unresolved or may take a considerably longer period of time to resolve than disputes with counterparties in the private sector, and payments from these entities and organizations may be delayed as a result. |
| |
| We may be exposed to claims in relation to the unsatisfactory performance of third-party service providers, and disputes with business partners may also adversely affect our business. |
| |
| We rely on third-party service providers for certain services, including but not limited to mining infrastructure construction, logistics services or warehouse management. Therefore, we are exposed to the risk that our third-party service providers may fail to perform their obligations, which may adversely affect our business operations. In addition, from time to time, we co-operate with business partners to develop our business, including acquiring strategic mining resources or businesses that complement our own business line. Furthermore, we operate certain mining projects through joint venture arrangements and may enter into further joint ventures in the future along with the expansion of our operations. We may have disputes with these business partners or joint venture partners over various aspects, such as performance of each party's obligations, scope of each party's responsibilities, product quality and logistics services. If such disputes cannot be settled in a timely manner, our financial condition and business may be adversely affected. |
| |
| Failure to hire and retain management executives, technicians and other qualified personnel could adversely affect our business and prospects. |
| |
| The growth of our business operations depends on the continued services of our senior management team. The industry experience, expertise and contributions of our executives and other members of our senior management are essential to our continued success. We will require an increasing number of experienced and competent executives in the future to implement our growth plans. If we were to lose the services of any of our key management members and were unable to recruit and retain personnel with equivalent qualifications at any time, the management and growth of our business could be adversely affected. |
| |
| Competition for qualified personnel in general is intense in the PRC and other markets where we operate. We cannot guarantee that we will be able to maintain an adequate skilled labor force necessary for us to execute our projects or to perform other corporate activities, nor can we guarantee that staff costs will not increase as a result of a shortage in the supply of skilled personnel. If we fail to attract and retain personnel with suitable managerial, technical or marketing expertise or maintain an adequate labor force on a continuous basis, our business operations could be adversely affected and our future growth and expansions may be inhibited. |
| Disposal of Aluminum Fabrication Business |
| |
| In line with our development strategy to focus on the upstream sectors of the aluminum industry chain and the production of high value added products, we disposed of substantially all of our aluminum fabrication operations to Chinalco pursuant to the approval of shareholders at the 2012 annual general meeting on June 27, 2013. |
| |
| On May 13, 2013, we submitted the tender notice to CBEX to dispose of the equity interest we held in eight aluminum fabrication enterprises, including Henan Aluminum, Chalco Southwest Aluminum, Chalco Southwest Aluminum Cold Rolling, Huaxi Aluminum, Qingdao Light Metal, Chalco Ruimin, Chalco Sapa Aluminum Products (Chongqing) Co., Ltd. and Guizhou Chalco Aluminum Co., Ltd. (collectively, "Aluminum Fabrication Interests") through open tender. Chinalco participated in and won the bid for the Aluminum Fabrication Interests on June 7, 2013. We entered into an agreement (the "Aluminum Fabrication Interests Transfer Agreement") with Chinalco on June 9, 2013 for the disposal of Aluminum Fabrication Interests for a consideration of RMB3,242.2 million. Such consideration was the initial bidding price, which was determined with reference to the appraised value of the Aluminum Fabrication Interests. Pursuant to the Aluminum Fabrication Interests Transfer Agreement, Chinalco agreed to pay the consideration in cash in two installments, namely, 30% of the consideration to be paid within five business days after the effective date of the agreement and 70% of the consideration to be paid by June 30, 2014. Chinalco must pay interest for the second installment for the period starting from the date immediately after the effective date until the payment date at the one-year lending rate set by the PBOC. The disposal was approved at the 2012 annual general meeting held on June 27, 2013 and we completed the disposal on June 27, 2013. As of the date of this annual report, Chinalco had paid the consideration in full. |
| |
| As a condition of the disposal of the Aluminum Fabrication Interests, on June 9, 2013, we entered into an agreement with Chinalco to transfer the outstanding entrusted loans we provided to Henan Aluminum and Qingdao Light Metal as of December 31, 2012 to Chinalco for a consideration of RMB1,756.0 million. Such consideration was determined based on negotiations between the parties, with reference to the appraised total value of the loans. Pursuant to the agreement, Chinalco agreed to pay the consideration in cash in five equal instalments of RMB351.2 million, with the last installment, together with the relevant interests at the one-year lending rate set by the PBOC, to be paid by June 30, 2017. The transfer was approved at the 2012 annual general meeting held on June 27, 2013 and we completed the transfer on June 27, 2013. As of the date of this annual report, Chinalco had paid the first three installments had been paid in accordance with the agreement. |
| |
| In addition, we entered into an agreement with Northwest Aluminum Fabrication Plant, a subsidiary of Chinalco, on June 6, 2013 to dispose of all the assets of Northwest Aluminum for RMB1,659.6 million. Such consideration was determined based on negotiations between the parties, with reference to the appraised net asset value of Northwest Aluminum. Pursuant to the agreement, Northwest Aluminum Fabrication Plant agreed to pay the consideration in cash in five equal instalments of RMB331.9 million, with the last installment, together with the relevant interests at the one-year lending rate set by the PBOC, to be paid by June 30, 2017. The disposal was approved at the 2012 annual general meeting held on June 27, 2013 and we completed the disposal on June 27, 2013. As of the date of this annual report, Northwest Aluminum Fabrication Plant had paid the first three installments in accordance with the agreement. |
| |
| Disposal of Assets of Alumina Production Line of Guizhou Branch |
| |
| On June 6, 2013, we entered into an agreement with Guizhou Aluminum Plant, a subsidiary of Chinalco, to dispose of the assets of alumina production line of our Guizhou branch for a consideration of RMB4,429.0 million. Such consideration was determined based on negotiations between the parties, with reference to the appraised net asset value of such alumina assets of our Guizhou branch. Pursuant to the agreement, Guizhou Aluminum Plant agreed to pay the consideration in cash in five equal instalments of RMB885.8 million, with the last installment, together with the relevant interests at the one-year lending rate set by the PBOC, to be paid by June 30, 2017. The disposal was approved at the 2012 annual general meeting held on June 27, 2013 and we completed the disposal on June 27, 2013. As of the date of this annual report, the first three installments had been paid in accordance with the agreement. |
| |
| We decided to dispose of the assets of alumina production line of Guizhou branch because the district in which they were located had been changed from an industrial district to a commercial district based on the local urban plan, which will significantly increase Guizhou branch's environmental compliance costs. We built a new alumina refinery in an area relatively close to major bauxite and coal mines in Guizhou Province, which commenced production with an annual capacity of 1.6 million tons of alumina in 2015. |
| Disposal of Equity Interest in Shanxi Huaxing |
| |
| The proceeds from the private placement of A shares was proposed to invest in Chalco Xing County Alumina Project, the Chalco Zhongzhou Bayer Ore-dressing Process Expansion Construction Project, and the replenishment of our working capital. The Chalco Xing County Alumina Project, which was carried out by Shanxi Huaxing, commenced construction in May 2011 and undertook full operation in 2014. After the completion of private placement of A shares in June 2015, the Board resolved to replace the funds which has been invested by us in advance with the proceeds raised from the private placement of A shares. In light of our strategic blueprint for the development of Shanxi aluminum recycle industrial park, we planned to introduce strategic investors for joint investment and cooperation to develop new model of integrated coal, electricity and aluminum operations. In December 2015, the Group entered into an equity transfer agreement with Shenzhen CR Yuanda Asset Management Co., Ltd, a state-owned entity, to transfer 50% equity interests in Shanxi Huaxing, a wholly owned subsidiary, through the Shanghai United Assets and Equity Exchange at a price of RMB2,351 million. The price was determined based on the appraisal value provided by an independent qualified appraisal company. According to the Equity Transfer Agreement, 30% of the consideration amounting to RMB705 million has been received by us in December 2015, whereas the remaining amount of RMB1,646 million would be paid within one year from the effective date of the Equity Transfer Agreement and the balance is interest bearing charged at prevailing lending interest rate. |
| |
| Transfer of Shares of Jiaozuo Wanfang |
| |
| On January 22, 2015 and January 23, 2015, we decreased our shareholding in Jiaozuo Wanfang by 4,758,858 shares through the securities exchange system of the Shenzhen Stock Exchange. In March 2015, we transferred 100,000,000 shares of Jiaozuo Wanfang to Geo-Jade Petroleum Corporation by way of agreement after the public solicitation for potential transferees. On June 25, 2015, we further transferred 42,550,900 shares of Jiaozuo Wanfang by way of block trading through the securities exchange system of the Shenzhen Stock Exchange. On December 18, 21 and 22, 2015, we reduced our shareholding in Jiaozuo Wanfang by 16,695,100 shares through centralized bidding trading system of the Shenzhen Stock Exchange. From December 23 to 25, 2015, we reduced our shareholding in Jiaozuo Wanfang by 13,865,000 shares through centralized bidding trading system of the Shenzhen Stock Exchange and block trading. As a result, we held 29,582,057 shares of Jiaozuo Wanfang as of December 31, 2015, representing 2.46% of total share capital of Jiaozuo Wanfang. |
| |
| Disposal of Certain Assets of Guizhou Branch |
| | |
| Guizhou Branch entered into a land reserve acquisition cooperation agreement with the People's Government of the Baiyun District of Guiyang, Guiyang Land Reserve Center, and Guizhou Aluminum Plant on November 13, 2015. As the land of Guizhou Aluminum Plant occupied by the electrolytic aluminum plant of Guizhou Branch shall be transferred to the respective land resources and reserve authorities, Guizhou Branch agreed to sell the relevant assets, including buildings and structures located on the land occupied by the electrolytic aluminum plant of Guizhou Branch to the Guiyang Land Reserve Center for a total consideration of RMB1.95 billion. The consideration was determined based on the asset appraisal conducted by an independent asset appraisal firm. |
| |
| Construction Projects |
| |
| As of the date of this annual report, we have undertaken a number of facility expansion projects in China. See "- D. Property, Plants and Equipment - Our Expansion." |
| |
| Overseas Development |
| |
| On July 29, 2010, we entered into a joint development agreement with Rio Tinto and Rio Tinto Iron Ore Atlantic Limited, an affiliate of Rio Tinto, for the development and operation of the Simandou Project, a premium open-pit iron ore mine located in Guinea, West Africa. This agreement provides that we (via our subsidiary) would acquire 47% of the equity interest in a joint venture company to be incorporated by Rio Tinto for an earn-in payment of US$1.35 billion, and Rio Tinto would transfer its entire 95% of the equity interest in its project company for the Simandou Project, Simfer S.A., to the joint venture company. |
| |
| On April 22, 2011, Rio Tinto Mining & Exploration Limited, a wholly-owned subsidiary of Rio Tinto, Simfer S.A. and the Government of Guinea entered into a settlement agreement, which, amongst other things, provided that the Government of Guinea would be entitled to acquire up to 35% of the equity interest in Simfer S.A. On November 28, 2011, we, through Chalco Hong Kong, established Chalco Iron Ore under the laws of Hong Kong with the China-Africa Development Fund and three leading PRC enterprises in the steel, port building and railway construction industries to serve as an investment vehicle for investing in the Simandou Project. We, through Chalco Hong Kong, hold 65% and the other investors collectively hold 35% of the equity interest in Chalco Iron Ore. |
| |
| Following the approvals of the relevant PRC authorities in March and April 2012, Chalco Hong Kong contributed approximately US$878 million to Chalco Iron Ore, representing 65% of the US$1.35 billion earn-in to be paid by Chalco Iron Ore to Simfer Jersey Limited, the joint venture company incorporated by Rio Tinto under the laws of Jersey to implement the joint development agreement, as amended. On April 24, 2012, Chalco Iron Ore paid in full the total earn-in payment of US$1.35 billion to Rio Tinto and acquired its 47% equity interest in Simfer Jersey Limited. Simfer Jersey Limited currently holds 95% of the equity interest in Simfer S.A., with the remaining 5% being held by International Finance Corporation. In addition, during the period from May 2012 to the end of 2013, Chalco Iron Ore injected approximately US$561.5 million in the form of capital contribution based on its proportion of equity interest to Simfer Jersey Limited for the development and operation of the Simandou Project pursuant to the joint development agreement, as amended. Meanwhile, the other shareholder of Simfer Jersey Limited also injected the capital contribution based on its proportion of equity interest to Simfer Jersey Limited. On October 18, 2013, we entered into a share purchase agreement with Chinalco and its wholly-owned subsidiary, Aluminum Corporation of China Overseas Holdings Limited ("Chinalco Overseas Holdings"), to dispose of 65% of the equity interest in Chalco Iron Ore and transfer outstanding bank loans provided by China Development Bank Corporation ("CDB") to Chinalco Overseas Holdings for a consideration of US$2,066.5 million (the "Equity Interest") and US$438.8 million (the "Loan Consideration"), respectively. The bank loans were used for Chalco Hong Kong's capital contribution in Chalco Iron Ore. The Equity Interest was determined with reference to 65% of the valuation of Chalco Iron Ore and the Loan Consideration was determined based on the principal amount of such outstanding bank loans as shown in the financial statements of Chalco Hong Kong. |
| |
| We believe that such disposal will enable us to focus on the development of our core business of alumina and primary aluminum operations, where we have established leading market positions, and to reduce future capital expenditures on iron ore development and to improve asset-to-debt ratio and generate expected cash flows. Pursuant to the agreement, in the event that we obtain the consent from CDB on the transfer of the bank loans, Chinalco agreed to pay the consideration for the Equity Interest in five installments, namely, US$438.8 million (which will be net off by the Loan Consideration), US$387.9 million, US$413.3 million, US$413.3 million and US$413.3 million, with the relevant interests at the London Interbank Offered Rate plus 0.9%, with the last installment to be paid by December 31, 2017. In the event that we could not obtain the consent from CDB on the transfer of the bank loan, Chinalco agreed to pay the consideration for the Equity Interest in five equal instalments of US$413.3 million, with the relevant interests at the London Interbank Offered Rate plus 0.9%, with the last installment to be paid by December 31, 2017. The transactions were approved at the 2013 second extraordinary general meeting held on November 29, 2013. We obtained the consent from Rio Tinto relating to such disposal on December 19, 2013. We completed the transactions on December 26, 2013. As of the date of this annual report, the bank loans have been transferred to net off the first installment and Chinalco had paid the second and third installments. |
| |
| Private Placement of A Shares |
| |
| On March 8, 2012, our Board resolved to issue up to 1.25 billion A Shares in the PRC. The A Share issue plans previously proposed by our Board on June 30, 2009 and January 30, 2011 and approved by our shareholders at the extraordinary general meeting, A Share class meeting and H Share class meeting held on August 24, 2009 and on April 14, 2011, respectively, ceased. Pursuant to the new issue plan approved by our Board on March 8, 2012, we planned to issue up to 1.25 billion A Shares, with a nominal value of RMB1.00 each, by way of private placement for expected proceeds of not exceeding RMB8 billion. We intended to issue the A Shares to no more than ten specific target subscribers within six months from obtaining the approval of the CSRC. The issue price of A Shares to be offered shall be not less than 90% of the average trading price of our A Shares in twenty trading days immediately preceding the pricing determination date. We intended to apply proceeds from this private placement to finance Chalco Xing County Alumina Project, Chalco Zhongzhou Ore-dressing Bayer Process expansion construction project and to supplement working capital. The issue plan was approved by the SASAC on April 5, 2012 and by our shareholders at the extraordinary general meeting, A Share class meeting and H Share class meeting held on May 4, 2012. On August 24, 2012, our Board resolved to adjust the issue plan by proposing, among others, to increase the number of A Shares to be issued to up to 1.45 billion A Shares. The adjusted issue plan was approved by the SASAC and our shareholders at an extraordinary general meeting, A Share class meeting and the H Share class meeting on October 12, 2012 and by the CSRC on December 7, 2012. On March 14, 2013, we obtained the approval from the CSRC on our proposed private placement of A Shares under such adjusted issue plan, with effective period of six months after the approval date. However, the CSRC temporarily retrieved its approval in July 2013 due to its on-going investigation on the sponsor of our proposed private placement of A Shares. The period of authorization to the Board relating to the adjusted issue plan was extended by our shareholders at the 2013 annual general meeting, A Share class meeting held on June 27, 2014 and H Share class meeting held on June 27, 2014, with an effective period of 12 months after the approval date. On January 4, 2015, we submitted the "Report regarding the resumption of the approval of non-public offering of shares of Aluminum Corporation of China Limited" to CSRC. On April 24, 2015, we received the Approval in Relation to the Non-public Issuance of Shares by Aluminum Corporation of China Limited issued by CSRC, pursuant to which we were approved to issue no more than 1,450,000,000 new shares. We completed the non-public issuance of A shares on June 15, 2015 and issued an additional 1,379,310,344 A Shares pursuant to the specific mandate as approved at the annual general meeting of the Company on June 27, 2014. Upon completion of this non-public issuance, the total number of Shares of the Company were increased from 13,524,487,892 to 14,903,798,236. |
| |
| Proposed Issuance of H Shares |
| |
| On June 25, 2015, our shareholders at the 2014 annual general meeting passed a special resolution, which is valid until the earliest of (i) the conclusion of our next general meeting, (ii) the expiration of 12 months following the date of passage, or (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution at a general meeting. The resolution authorizes us to issue up to 20% of the total nominal value of H Shares in issue as of the resolution date. Our Board is authorized to determine the use of the proceeds. The proposed issuance is subject to all the necessary approval by the CSRC and/or other relevant PRC government authorities. |
| Our alumina segment includes the mining and purchasing of bauxite and other raw materials, and production and sale of alumina as well as alumina-related products, such as alumina hydrate, alumina-based chemical products and gallium. Alumina accounted for approximately 91.7% of the total production volume for this segment in 2015. Alumina chemical products are used in the production of chemical, pharmaceutical, ceramic and construction materials. In the process of refining bauxite into alumina, we also produce gallium as a by-product. Gallium is a rare, high value metal with applications in the electronics and telecommunication industries. |
| |
| Our primary aluminum segment includes the procurement of alumina, other raw materials, supplemental materials and electricity power, the production and sale of primary aluminum and aluminum-related products, such as carbon products, aluminum alloy products and other electrolytic aluminum products. Our principal primary aluminum products are ingots, molten aluminum and aluminum alloy, which, accounted for approximately 33.5%, 42.5% and 24.0%, respectively, of our total production volume of primary aluminum in 2015. Our standard 20 kilogram remelt ingots are used for general aluminum fabrication in the construction, electricity, electronics, transportation, packaging, machinery and durable goods industries. We internally produce substantially all the carbon products used at our smelters and sell our remaining carbon products to external customers. |
| |
| Our trading segment is mainly engaged in the trading of alumina, primary aluminum, other non-ferrous metal products, and crude fuels such as coal products, as well as supplemental materials to our internal manufacturing plants and external customers. We established our trading business as a separate segment in July 2010 as a result of the implementation of our operational structural exercise. |
| |
| Our energy segment includes coal mining and power generation, including conventional coal-fire power generation and renewable energy generation such as wind power and photovoltaic power. We established our energy segment in January 2013 as a result of our acquisition of Ningxia Energy in line with our development strategy to partially offset our future energy costs and secure a portion of the coal we consume in our operations. In 2015, we supplied part of the electricity we generated for our own production use, supplied a portion of the coal output to our own electric power plant and sold the remaining portion to external customers, including power generation enterprises and cement plants. |
| |
| Our corporate and other operating segment mainly includes corporate and other aluminum-related research, development, and other activities of the Group. |
| |
| We used to be engaged in aluminum fabrication operations, where we process primary aluminum for the production and sales of various aluminum fabrication products. As approved at our 2012 annual general meeting held on June 27, 2013, we disposed of substantially all of our aluminum fabrication operations to Chinalco in line with our development strategy to focus on the upstream sectors of the aluminum industry chain and the production of high value added products. As a result, we ceased to have our aluminum fabrication business as a separate segment in June 2013. |
| |
| Raw Materials |
| |
| Alumina |
| |
| Bauxite is the principal raw material in alumina production. Most of the bauxite in China is Al2O3.H2O mineral. Bauxite deposits have been discovered across a broad area of central China and are especially abundant in the southern and northern parts of central China. The largest bauxite deposit in China lies in Shanxi Province. |
| |
| Rock Formation and Mineralization. The bauxite deposits of our mines in China, except those of Guangxi Pingguo mine which is an accumulation deposit due to original erosion, usually have similar stratigraphical sequences. Primary bauxite deposit, as a type of sedimentary Al2O3.H2O of Carboniferous or Permian age, is contained in clay rock, limestone or coal seams. A zonary red shale is usually located at the bottom of the bauxite and the red seam distributes over the irregular "karst-type" erosion face on the top of Ordovician limestone. Aluminum deposits in northern China are usually covered with a very thick Quaternary weathering. |
| |
| The thickness and quality of deposits vary with our mine locations. Quality is usually consistent in smooth sections but changes sharply in karst "billabong" terrain. The level of hardness of minerals also varies. A sequence that includes a seam of hard bauxite of fine quality in the middle and soft bauxite of inferior quality on the bottom and top seams is common in deposits. |
| |
| Generally, deposits are horizontal or with an obliquity of 0 to 8 degrees, but there are also steep deposits at an angle of 75 degrees, such as the Guizhou No. 2 mine. Most of the original mineralization is not influenced by folds and faults, and some fractures of a low obliquity and folds emerge in certain deposits, which is evident in the Guizhou No. 2 mine area where the underground mining method must be used due to the obliquity of its bauxite body reaching 70 degrees with the influence of folds and several meters of dislocation arising from partial faults. |
| |
| Economic Significance. Our bauxite deposits in China are divided into three groups. They are primarily distinguished by drill hole spacing and the composition of the deposit, which can encompass rock formations such as intercalated clays, bauxite, footwall iron clay or Ordovician limestone. Bauxite deposit groups vary in the thickness and mineral quality of its reserves. |
| |
| We use the Chinese bauxite deposit estimation method, which is calculated using cutoff grades and thickness to outline continuous areas within the limits defined by samples of marginal grade. We utilize actual limiting sample points that are joined to create a polygonal outline, and grades are then calculated using a length weighted arithmetic average. The Chinese program of systematic and accurate method of test boring, inspection pit, trial trench, density, tonnage analysis and calculation applied to the geological work of bauxite in China is an appropriate method to analyze these types of deposits. |
| |
| Supply. To support the growth of our alumina production, we continuously seek opportunities to streamline and optimize our bauxite procurement Except for Chalco Shandong, all of our refineries are located in the four provinces where over 90% of China's potentially mineable bauxite has been found. We generally source our bauxite from mines close to our refineries to control transportation costs. Historically, we have procured our bauxite supply principally from three sources: |
| |
| Mine | Location | Nature of ownership(1) | Mining method | Permit Renewal(1) | Present Condition/Current State of Exploration | Bauxite Production(in thousand tonnes) |
|
|
|
|
|
|
|
|
| | | | | | | |
| Pingguo mine | Guangxi Zhuang Autonomous Region, China | 100% owned and operated by Chalco | Open pit | October 2030 - April 2036 | Fully developed and operational | 5,670 |
| | | | | | | |
| Guizhou mine(2) | Guizhou Province, China | 100% owned and operated by Chalco | Open pit/underground | September 2016 - December 2038 | Fully developed and operational | 1,312 |
| | | | | | | |
| Zunyi mine | Guizhou Province, China | 100% owned and operated by Chalco | Open pit/underground | August 2017 - May 2021 | Two stopes are currently under development | 306 |
| | | | | | | |
| Xiaoyi mine | Shanxi Province, China | 100% owned and operated by Chalco | Open pit | December 2015 - September 2031 | Fully developed and operational | 2,376 |
| | | | | | | |
| Shanxi Other Mines | Shanxi Province, China | 100% owned and operated by Chalco | Open pit/underground | December 2015(3) - July 2035 | Fully developed and operational or under development | 2,837 |
| | | | | | | |
| Mianchi mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | December 2015(3)- October 2031 | Four stopes are currently under development | 441 |
| | | | | | | |
| Luoyang mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | December 2015(3)- October 2031 | Two stopes are currently under development | 928 |
| | | | | | | |
| Xiaoguan mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | May 2017 - October 2031 | Fully developed and operational | 341 |
| Gongyi mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | August 2016- April 2029 | Fully developed and operational | 702 |
| | | | | | | |
| Dengfeng mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | June 2016 - July 2019 | Fully developed and operational | 209 |
| | | | | | | |
| Xinmi mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | July 2017 - July 2020 | Three stopes are currently under infrastructure development | 11 |
| | | | | | | |
| Sanmenxia mine | Henan Province, China | 100% owned and operated by Chalco | Underground | April 2017 - October 2026 | Fully developed and operational | 12 |
| | | | | | | |
| Xuchang mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | September 2015(3) - August 2024 | Fully developed and operational | 204 |
| | | | | | | |
| Jiaozuo mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | September 2016 - October 2024 | Two stopes are currently under development | 124 |
| | | | | | | |
| Pingdingshan mine | Henan Province, China | 100% owned and operated by Chalco | Open pit/underground | June 2015(3)- October 2024 | Fully developed and operational | 301 |
| | | | | | | |
| Ruzhou mine(4) | Henan Province, China | 100% owned and operated by Chalco | Open pit | October 2015(3) - December 2018 | One stope is current under development | 63.8 |
| | | | | | | |
| Yangquan mine | Shanxi Province, China | 100% owned and operated by Chalco | Open pit | June 2016 - November 2035 | Suspended production | - |
| | | | | | | |
| Nanchuan mine | Chongqing Municipality, China | 100% owned and operated by Chalco | Underground | November 2016 - December 2026 | Suspended production | - |
| | | | | | | |
| Huaxing mine(5) | Shanxi Province, China | 100% owned and operated by Chalco | Underground | August 2018 - September 2018 | Fully developed and operational | 2,020 |
| | | | | | | |
| PT ALUSENTOSA | West Kalimantan, Indonesia | Owned and operated by PT NusapatiPrima, a 96.28% subsidiary of Chalco | Open pit | December 2027 | Suspended production | - |
| | | | | | | |
| PT KALMIN | West Kalimantan, Indonesia | Owned and operated by PT NusapatiPrima, a 96.28% subsidiary of Chalco | Open pit | December 2027 | Suspended production | - |
| | | | | | | |
| PT VISITAMA | West Kalimantan, Indonesia | Owned and operated by PT NusapatiPrima, a 96.28% subsidiary of Chalco | Open pit | December 2015 (3) | Under exploration | - |
| | | | | | | |
| Laos bauxite mine | Attapeu Province and Sekong Province, Laos | Owned and operated by Laos Mineral Services Co., Ltd., a 60% subsidiary of Chalco | Open pit | June 2017 | Exploration completed | - |
| | | | | | | |
| We sell substantially all of our self-produced and outsourced primary aluminum to domestic customers. We expect China to remain our key market for primary aluminum for the foreseeable future. Customers of our primary aluminum products principally consist of aluminum fabricators and distributors that resell our primary aluminum products to aluminum fabricators or other purchasers. |
| |
| We establish pricing guidelines for Chalco Trading to conduct external domestic sales of our self-produced primary aluminum products, taking into account three main factors: the primary aluminum spot prices and futures price on the SHFE; spot price in the regions of eastern China and southern China; our production costs and expected profit margins; and supply and demand. We determine our sales prices of the outsourced primary aluminum through negotiations with our customers, taking into consideration factors including our procurement prices and the prevailing market conditions. The smelter filling an order from an external customer is generally responsible for negotiating the pricing and delivery terms and must comply with the market pricing guidelines. In general, we satisfy each purchase order with products from our nearest smelter to minimize transportation costs. |
| |
| Alumina Chemical Products and Gallium |
| |
| Alumina chemical products and gallium are derived from our alumina production. We adjust our production of these products based on market demand. Our alumina refineries sell our alumina chemical products directly to external customers or indirectly to external customers through Chalco Trading for subsequent external trading. |
| |
| We sell most of our alumina chemical products and gallium in China. Prices for our alumina chemical products and gallium are determined through negotiations with our customers, taking into consideration the market conditions. Our total sales of gallium in 2013, 2014 and 2015 amounted to approximately RMB149.8 million, RMB140.9 million and RMB27.99 million, respectively. |
| |
| Coal |
| |
| Ningxia Energy sells a portion of its self-produced coal directly to external customers through short-term contracts at prices determined through negotiations with our customers, taking into consideration factors including our procurement prices and the prevailing market conditions. Ningxia Energy consumes the rest of its self-produced coal at its own electric power plant. |
| |
| In addition, we also procure and sell outsourced coal under long-term agreements or on the spot market through Chalco Trading. We sold approximately 6.1 million tonnes of outsourced coal in 2015. |
| |
| Trading of Outsourced Non-ferrous Metal Products and Other Materials |
| |
| Since late 2009, we have been substantially engaged in the trading of alumina and primary aluminum sourced from third-party suppliers. Please see "- Alumina" and "- Primary Aluminum" for more details. We also sell other non-ferrous metal products such as copper, zinc and lead as well as coal products that we procure from our third-party suppliers to external customers on the spot market or under long-term sales agreements. Please see "- Coal." In 2015, we sold approximately 1.1 million tonnes of outsourced copper, zinc and lead. In addition, we also sell outsourced raw and ancillary materials in bulk to customers such as steel manufacturers and copper processing companies on the spot market. |
| |
| Chalco Trading has a team with trading expertise to conduct research on the markets of non-ferrous metal products and other materials. From time to time, we may enter into futures and options transactions to hedge against price fluctuations in the non-ferrous metal product market. |
| |
| |
| Chalco Zhongzhou |
| |
| Located in Henan Province, Chalco Zhongzhou is a stand-alone alumina plant, located near abundant bauxite, coal and water supplies. Chalco Zhongzhou was incorporated as one of our subsidiaries in the PRC in 2015. The predecessor of Chalco Zhongzhou was our Zhongzhou Branch. It commenced operations in 1993 and is equipped with imported and self-developed technology and has undergone various improvements and upgrades, in particular to its sintering process and Bayer process. Our Chalco Zhongzhou obtains bauxite supplies from external suppliers in Henan Province and Shanxi Province and overseas. |
| |
| We abandoned alumina production capacity of 30,000 tonnes in the Chalco Zhongzhou in 2014. Chalco Zhongzhou had an annual alumina production capacity of approximately 3,050,000 tonnes as of December 31, 2015. Chalco Zhongzhou produced approximately 2,031,200 tonnes of alumina and approximately 372,800 tonnes of alumina chemical products in 2015. |
| |
| Zunyi Alumina |
| |
| Zunyi Alumina is located in Zunyi, Guizhou Province. In April 2006, we entered into a joint venture agreement with Guizhou Wujiang Hydroelectric Co., Ltd, to establish a joint venture company, Zunyi Alumina. We held 73.28% of the equity interests in Zunyi Alumina as of December 31, 2015. Zunyi Alumina completed the construction of alumina production facilities and commenced operations in 2010. After the completion of its expansion project in 2012, Zunyi Alumina's annual alumina production capacity reached approximately 1,000,000 tonnes as of December 31, 2015. Zunyi Alumina produced approximately 1,061,600 tonnes of alumina and 2,900 tonnes of alumina chemical products in 2015. |
| |
| Shanxi Huaxing |
| |
| Located at Xing County, Lvliang City of Shanxi Province, Shanxi Huaxing is a stand-alone alumina plant which commenced trial production in October 2013. Shanxi Huaxing obtains bauxite supplies from our own mines delivered primarily via highway and is located near abundant coal and water supplies. At the end of December 2015, we disposed 50% of equity interest in Shanxi Huaxing, and as a result Shangxi Huaxing has become our joint venture in accordance with relevant accounting standards. |
| |
| Shanxi Huaxing had an annual alumina production capacity of approximately 800,000 tonnes as of December 31, 2015. Shanxi Huaxing produced approximately 1,196,200 tonnes of alumina in 2015. |
| |
| Chongqing Branch |
| |
| Our Chongqing branch is located in Chongqing. Chongqing branch completed the construction of alumina production facilities in 2010 and its annual alumina production capacity was approximately 800,000 tonnes as of December 31, 2015. Chongqing branch did not produce any alumina or alumina chemical products in 2015. Our Chongqing Branch suspended production in July 2014 due to the relatively significant decrease in the price of alumina as compared with that during the construction period, large negative variation of mineral resources and the high costs of natural gas and other energy. |
| |
| Guizhou Huajin |
| |
| Established in July 2014 and located in Qingzhen, Guizhou Province, Guizhou Huajin specializes in producing alumina products. Guizhou Huajin had an annual alumina production capacity of approximately 1,600,000 tonnes as of December 31, 2015. Guizhou Huajin produced approximately 546,800 tonnes of alumina products in 2015. |
| |
| Lanzhou Branch |
| |
| Located in Lanzhou city in Gansu Province, our Lanzhou branch is a stand-alone primary aluminum plant. It was part of Lanzhou Aluminum before July 2007 and was acquired by us through share exchange in April 2007. In July 2007, Lanzhou Aluminum was divided into two wholly-owned entities: Lanzhou branch and Northwest Aluminum. Our Lanzhou branch owns a primary aluminum smelting plant with a designed annual primary aluminum production capacity of approximately 388,000 tonnes as of December 31, 2015. It produced approximately 403,000 tonnes of primary aluminum in 2015. |
| |
| Shanxi Huaze |
| |
| Shanxi Huaze is situated in Shanxi Province. In March 2003, we established the joint venture company, Shanxi Huaze, with Zhangze Electric Power to commence the construction of a primary aluminum production facility. Shanxi Huaze's designed annual production capacity of primary aluminum was approximately 424,000 tonnes as of December 31, 2015 and it produced approximately 263,500 tonnes of primary aluminum in 2015. We currently hold 60% of the equity interest of Shanxi Huaze. |
| |
| Shanxi Huasheng |
| |
| Shanxi Huasheng is situated in Shanxi Province. In December 2005, we entered into a joint venture agreement with Shanxi Guan Lv Company Limited to establish a joint venture company, Shanxi Huasheng. Shanxi Huasheng commenced operations in March 2006 and had a designed annual production capacity of primary aluminum of approximately 220,000 tonnes as of December 31, 2015. In 2015, Shanxi Huasheng produced approximately 222,900 tonnes of primary aluminum. We currently hold 51% of the equity interest in Shanxi Huasheng. |
| |
| Zunyi Aluminum |
| |
| Zunyi Aluminum is situated in Guizhou Province. We currently hold 62.1% of the equity interest in Zunyi Aluminum. Zunyi Aluminum's annual primary aluminum production capacity was approximately 235,000 tonnes as of December 31, 2015 and it produced approximately 102,700 tonnes of primary aluminum in 2015. |
| |
| Fushun Aluminum |
| |
| Fushun Aluminum is situated in Liaoning Province, and is a stand-alone primary aluminum plant. In March 2006, we entered into a share transfer agreement with Liaoning Fushun Aluminum Plant to acquire 100% of the equity interests in Fushun Aluminum for a consideration of RMB500 million. Fushun Aluminum's primary business is the production of primary aluminum and carbon products. Fushun Aluminum had an annual primary aluminum production capacity of approximately 330,000 tonnes as of December 31, 2015. Fushun Aluminum produced approximately 181,900 tonnes of primary aluminum in 2015. Fushun Aluminum suspended production in October 2015 due to the relatively significant decrease in the price of primary aluminum and high costs of electricity. |
| |
| Shandong Huayu |
| |
| Shandong Huayu is situated in Shandong Province and is a stand-alone primary aluminum plant. We currently hold 55% of the equity interest in Shandong Huayu. Shandong Huayu had an annual primary aluminum production capacity of approximately 200,000 tonnes as of December 31, 2015. Shandong Huayu also has supporting facilities and coal-fired generators. In 2015, Shandong Huayu produced approximately 216,800 tonnes of primary aluminum. |
| |
| Gansu Hualu |
| |
| Gansu Hualu is situated in Gansu Province, and is a stand-alone primary aluminum plant. In August 2006, we entered into a share transfer agreement with Baiyin Nonferrous Metal (Group) Co., Ltd. ("Baiyin Nonferrous") and Baiyin Ibis Aluminum Co., Ltd. ("Baiyin Ibis"). Baiyin Nonferrous contributed 127,000 tonnes of primary aluminum smelting and supporting facilities owned by Baiyin Ibis as capital contribution and holds a 49% equity interest in Gansu Hualu, a subsidiary of Baiyin Ibis, and we hold 51% of the equity interest in Gansu Hualu. Gansu Hualu had an annual primary aluminum production capacity of approximately 230,000 tonnes as of December 31, 2015 and it produced approximately 192,100 tonnes of primary aluminum in 2015. Gansu Hualu suspended production in November 2015 due to the relatively significant decrease in the price of primary aluminum and high cost of electricity. |
| |
| Baotou Aluminum |
| |
| Baotou Aluminum is located in Inner Mongolia Autonomous Region, and is a stand-alone primary aluminum plant. On December 28, 2007, through A Shares issuance and exchange for Baotou Aluminum shares, we acquired 100% of the equity interest of Baotou Aluminum. Baotou Aluminum had a designed annual primary aluminum production capacity of approximately 538,000 tonnes as of December 31, 2015. In 2015, it produced approximately 545,700 tonnes of primary aluminum. |
| |
| Liancheng branch |
| |
| Liancheng branch is located in Gansu Province. In late May, 2008, we acquired 100% of the equity interest of Liancheng Longxing Aluminum Company Limited from Chinalco on the China Beijing Equity Exchange and subsequently turned it into our Liancheng branch which specializes in producing primary aluminum. Liancheng branch had an annual primary aluminum production capacity of approximately 523,000 tonnes as of December 31, 2015. It produced approximately 472,600 tonnes of primary aluminum in 2015. |
| |
| Longmen Aluminum |
| |
| Located in Shanxi Province, Longmen Aluminum was established in 1991. We hold 55% of its equity interests. It specializes in producing primary aluminum. In March 2012, we ceased the operation of our obsolete primary aluminum production facilities of Longmen Aluminum. |
| |
| Chalco Nanhai |
| |
| Established in June 2007 and located in Foshan, Chalco Nanhai specializes in aluminum fabrication. Chalco Nanhai commenced its commercial operation in 2011 and had an annual aluminum fabrication production capacity of approximately 110,000 tonnes as of December 31, 2015. It suspended production and did not produce any aluminum fabrication products in 2015. |
| |
| Ningxia Energy |
| |
| We acquired 70.82% of the equity interest in Ningxia Energy in January 2013. Please see "- A. History and Development of the Company - Significant Acquisitions and Joint Ventures." Ningxia Energy was established in June 2003. It is an integrated power generation company with total installed capacity of 2881.5 MW, operating coal mines located in Ningxia Autonomous Region. Its principal business includes conventional coal-fire power generation and renewable energy generation. In 2015, Ningxia Energy produced approximately 8.0 million tonnes of coal and approximately 8.7 billion kWh of electricity. |
| |
| Zhengzhou Institute |
| |
| Zhengzhou Institute, located in Zhengzhou, Henan Province, was incorporated as our subsidiaries in 2015. Its predecessor was established in August 1965 and had been served as the central to our research and development efforts. The Zhengzhou Institute specializes in the research and development of technology for smelting aluminum. It is the only Zhengzhou Institute in China dedicated to light metals research and has played a key role in bringing about technological innovations in China's aluminum industry. The Zhengzhou Institute operates test facilities, which produce alumina chemical products and primary aluminum. The Zhengzhou Institute was approved by the Ministry of Science and Technology of the PRC in 2003 to establish the National Research Center of Aluminum Refinery Technologies and Engineering. In 2014, our Zhengzhou Institute abandoned its primary aluminum production facilities. As of December 31, 2015, our Zhengzhou Institute has a limited alumina chemical products production capacity, which it uses in connection with its research and development efforts. |
| The primary aluminum produced by most of our smelters satisfies the quality standards of the LME. |
| |
| Competition from International Competitors |
| |
| The tariff rate for alumina and primary aluminum imports was eliminated on January 1, 2008 and August 1, 2007, respectively. In 2015, China imported approximately 4.7 million tonnes of alumina, representing approximately a 11.9% decrease from 2014. China had net import of approximately 123,000 tonnes of primary aluminum in 2015, which represented a 28.2% decrease from 2013. We expect to continue to face competition from international suppliers of alumina and primary aluminum which are large international companies. Some competitors may also consider establishing joint venture companies with local producers in China to gain access to the resources in China and to lower transportation costs. However, we expect to continue benefiting from certain PRC governmental policies that promote the growth of large domestic smelters. |
| |
| Research and Development |
| |
| Our research and development efforts over the years have facilitated the expansion of our production capacity and reduced our unit costs. We have successfully commercialized our previous research and development results in various technologies. In 2015, we completed 60 technological projects, including 39 independent research and development projects, 15 special projects of key science and technology and six application projects of science and technology. In addition, we filed a total of 98 patent applications in 2015. |
| |
| As of December 31, 2015, we owned 1,716 patents, which were primarily related to technologies and process, equipment and new products. Once registered, a patent in China for an invention is valid for 20 years and for a utility model or a design, 10 years from the date of the patent application. As of December 31, 2015, we owned 25 trademarks, each of which had a term of 10 years. |
| |
| We do not regard any single patent, license, or trademark to be material to our sales and operations as a whole. We are neither involved in any material intellectual property disputes against us nor are we pursuing any legislation relating to intellectual property rights against any party. |
| |
| Environmental Protection |
| |
| Our operations are subject to a wide variety of PRC national and local environmental laws and regulations, including those governing waste discharge, generation, treatment and disposal of hazardous materials, land reclamation, air and water emissions and mining matters. For example, the PRC government has set discharge standards for emissions to air and water. To enforce these standards, national environmental protection authorities have imposed discharge fees that increase for each incremental amount of discharge up to the limit set by the regulation. The relevant PRC government agencies are authorized to order any operations that exceed discharge limits to take remediation measures, which are subject to the relevant agency's approval, or order the closure of any operations that fail to comply with applicable regulations. |
| |
| Standard Conditions for Aluminum Industry |
| |
| Standard Conditions provides that bauxite mining, alumina and primary aluminum projects must comply with the state industry policies and overall plans on the development of aluminum industry, land use, urban planning and designation of functional zones. The aluminum smelting enterprises must be appropriately distributed according to conditions including availability of resources, energy and environment. The regulation indicates that with guidance and plans, aluminum smelting enterprises located in regions lacking competitive production elements should be gradually moved to more competitive region, and the amount of newly increased production capacity shall be strictly controlled to prevent excessive capacity caused by over-investing. The regulation further sets standards for production scale and major external conditions for newly established bauxite mining, alumina, electrolytic aluminum and recycled aluminum projects. The MIIT promulgated on April 4, 2014, January 4, 2015 and February 14, 2016, respectively, the first, the second and the third lists of enterprises that meet the Standard Conditions for the aluminum industry. Most of our production branches and subsidiaries have met the Standard Conditions and are included on these lists. |
| |
| Pricing |
| |
| The PRC government does not impose any limitations with respect to the pricing of alumina, primary aluminum and related products. Thus, alumina and primary aluminum producers are free to set prices for their products. All the raw materials, supplemental materials and other supplies that we purchase are based on market prices. Freight transportation on the national railway system is subject to government mandated pricing. |
| |
| Electricity Supply and Price |
| |
| The State Electricity Regulatory Commission of China is responsible for the supervision and administration of the power industry in China. The NDRC and local governments regulate electricity pricing. |
| |
| The Electric Power Law of China and related rules and regulations govern construction, generation, supply and consumption of electric power. Currently, China's state-owned power companies, through their respective local subsidiaries, operate all the regional power grids in China from which we obtain a part of our electricity requirements. In October 2007, Chinese government issued "Notice on Further Solutions of the Difference in Electricity Rates", according to which the preferential electricity prices originally enjoyed by Chinese primary aluminum enterprises have been gradually abolished. In December 2007, Chinese government issued "Notice of Eliminating Preferential Electricity Rate for High Energy Consuming Enterprises and Related Matters", which further eliminated the preferential electricity price arrangement enjoyed by Chinese primary aluminum enterprises. In December 2013, the NDRC and MIIT issued the "Circular on the Policies for Tiered Pricing of Electricity Used by Electrolytic Aluminum Enterprises" (the "Electricity Tiered Pricing Circular"), which became effective on January 1, 2014, to impose tiers of electricity prices on primary aluminum smelters. Specifically, if the alternating current consumed by any smelter is more than 13,700 kWh per tonne of molten aluminum but no more than 13,800 kWh per tonne of molten aluminum, such smelter must pay additional RMB0.02 per kWh for the electricity used. If the alternating current consumed by any smelter is more than 13,800 kWh per tonne of molten aluminum, such smelter must pay additional RMB0.08 for per kWh for the electricity used. |
| |
| In March 2015, new policies and reforms relating to electricity generation, retail, usage, and other related sectors were introduced. Under "Several Opinions of the CPC Central Committee and the State Council on Further Deepening the Reform of the Electric Power System", a series of reforms relating to electricity pricing, distribution and retail segments, electricity trading, distributed generation, and other aspects has been put forward. We expect that these electric system reforms will bring about profound impacts on China's electricity market and aluminum industry. |
| |
| |
| Mineral Resources Laws and Regulations |
| |
| All mineral resources in China are owned by the state under the current Mineral Resources Law. Exploration, exploitation and mining operations must comply with the relevant provisions of the Mineral Resources Law and are under the supervision of the Ministry of Land and Resources. Exploration and exploitation of mineral resources are also subject to examination and approval by the Ministry of Land and Resources or relevant local authorities. Upon approval, the relevant administrative authorities, which are responsible for supervision and inspection of mining exploitation in their jurisdiction, will issue an exploration permit or mining permit. The holders of mining rights are required to file with the relevant administrative authorities annually. |
| |
| The PRC government permits mine operators of collectively owned mines to exploit mineral resources in designated areas and individuals to mine scattered mineral resources. Such mine operators and individuals are subject to government regulation. Mining activities by individuals are restricted. Individuals are not permitted to exploit mineral reserves allocated for exploitation by a mining enterprise or company, or specified minerals prescribed by the state for protective mining. Indiscriminate mining that damages mineral resources is prohibited. |
| |
| If mining activities result in damage to arable land, grassland or afforested area, the mining operator must take measures to return the land to an arable state within the prescribed time frame. Any entity or individual which fails to fulfill its remediation obligations may be fined and denied application for land use rights for new land by the relevant land and natural resources authorities. |
| |
| It is unlawful for an entity or individual to conduct mining operations in areas designated for other legal mining operators. A mining operator whose exploitation causes harm to others in terms of production or in terms of living standards is liable for compensation and is required to take necessary remedial measures. When a mine is closed, a mine closure report and information concerning the mining facilities, hidden dangers, remediation and environmental protection must be submitted for examination and approval in accordance with the relevant PRC law and regulations. |
| |
| The mineral products illegally extracted and the income derived from such activities may be confiscated and may result in fines, revocation of the mining permit and, in serious circumstances, criminal liability. |
| �� |
| Energy Conservation Law |
| |
| The new Energy Conservation Law came into effect on April 1, 2008. It sets out the general principles for reducing energy waste and improving efficiency of energy consumption. It urges the adjustment of industry structure and replacement of high energy consumption projects with new energy or renewable energy resources. In March 2014, the MIIT issued a regulation, the "Opinion on Implementing Supervision of Industrial Energy Conservation", which lists the primary aluminum smelting as one of the high energy consumption operations that will be highly monitored. In December 2014, the MIIT issued the Guidance for National Industrial Efficiency, which sets forth industrial efficiency standards for producers of major products in industries that involve high energy consumption, which included electrolytic aluminum and aluminum oxide products. |
| |
| Tax Laws and Regulation |
| |
| In March 2007, the PRC government promulgated the Enterprise Income Tax Law which became effective from January 1, 2008. The Enterprise Income Tax Law imposes a single income tax rate of 25% on both domestic and foreign invested enterprises. Certain branches and subsidiaries of us were granted tax concessions including preferential tax rates of 15%. On December 6, 2007, PRC government promulgated the Enterprise Income Tax Law Implementation Rules which also became effective on January 1, 2008. |
| |
| Company | Percentage of ownership interest attribution to the Company | Principal activities |
|
|
|
|
| | | |
| | | |
| Baotou Aluminum Co., Limited | 100% | Manufacture and distribution of primary aluminum, aluminum alloy and carbon products |
| | | |
| Chalco Hong Kong Ltd.(1) | 100% | Overseas investments, import and export activities |
| | | |
| Chalco Zunyi Alumina Co., Ltd. | 73.28% | Manufacture and distribution of alumina |
| | | |
| China Aluminum International Trading Co., Ltd. | 100% | Import and export activities |
| | | |
| Chalco Mining Co., Ltd. | 100% | Manufacture, acquisition and distribution of bauxite mines, limestone ore, aluminum magnesium ore and related non-ferrous metal products |
| | | |
| Fushun Aluminum Co., Ltd. | 100% | Aluminum smelting, producing carbon-related products and manufacture and distribution of nonferrous metals |
| | | |
| Gansu Hualu Aluminum Co., Ltd. | 51% | Manufacture and distribution of primary aluminum |
| | | |
| Shandong Huayu Alloy Material Co., Ltd. | 55% | Manufacture and distribution of primary aluminum and aluminum alloy |
| | | |
| Shanxi Huasheng Aluminum Co., Ltd. | 51% | Manufacture and distribution of primary aluminum, aluminum alloy and carbon-related products |
| | | |
| Shanxi Huaze Aluminum and Power Co., Ltd. | 60% | Manufacture and distribution of primary aluminum and anode carbon products and electricity generation and supply |
| | | |
| Zunyi Aluminum Co., Ltd. | 62.10% | Manufacture and distribution of primary aluminum |
| | | |
| Gansu Huayang Mining Development Company Limited | 70% | Manufacture and distribution of coal and other mineral products |
| | | |
| Chalco Energy Co., Ltd. | 100% | Thermoelectric supply and investment management |
| | | |
| Chalco Ningxia Energy Group Co., Ltd. | 70.82% | Thermal power, wind power and solar power generation, coal mining, and power related equipment manufacturing |
| | | |
| Chalco Hong Kong Investment Company Limited(1) | 100% | Bond issuance |
| | | |
| Guizhou Huajin Aluminum Co., Ltd. | 60% | Manufacture and distribution of alumina |
| | | |
| Yinxing Energy(2) | 52.91% | Operation of wind power, design, manufacture and distribution of wind power and solar power equipment |
| | | |
| Chalco Zhongzhou Research Institute of Non-ferrous Metal Co., Ltd | 100% | Research and development services |
| | | |
| Chalco Shandong Co., Ltd. | 100% | Manufacture and distribution of alumina |
| | | |
| Guangxi Investment Co., Ltd. | 100% | Investment management |
| | | |
| Chalco Zhongzhou Aluminum Co., Ltd. | 100% | Manufacture and distribution of alumina |
| | | |
| Shanxi Aluminum China Resources Co., Ltd. | 50% | Manufacture and distribution of primary aluminum |
| | | |
| China Aluminum Logistics Group Corporation Co., Ltd.(3) | 100% | Logistic transportation |
| | | |
| Buildings |
| |
| Our principal executive offices, which we lease from Chinalco, are located at No. 62 North Xizhimen Street, Hai Dian District, Beijing, People's Republic of China, 100082. |
| |
| Pursuant to the reorganization in connection with our initial public offering in 2001, Chinalco transferred to us, among other operating assets, ownership of the buildings and properties for the operation of our core businesses. Chinalco retained its remaining buildings and properties for its operations. The buildings transferred to us comprise 4,631 buildings with an aggregate gross area of approximately 4.2 million square meters. These buildings may be sold or transferred only with the consent of Chinalco and in accordance with applicable land transfer procedures. Chinalco has undertaken to provide its consent and the necessary assistance to affect land grant procedures to ensure that our buildings can be legally transferred or sold. |
| |
| We and Chinalco also lease to each other a number of other buildings and properties for ancillary uses, which comprise mainly buildings for offices, dormitory, canteen and storage purposes. We lease 302 buildings to Chinalco, with an aggregate gross area of approximately 301,671 square meters. Chinalco leases 109 buildings to us, with an aggregate gross area of approximately 222,588 square meters. Chinalco had obtained proper land and building title certificates for all of the buildings it leases to us by the end of 2004. On March 28, 2005, we entered into a tenancy agreement with China Aluminum Development Company Limited, a wholly-owned subsidiary of Chinalco, for leasing the office premises at 12th to 16th floors and 18th to 31st floors of No. 62 North Xizhimen Street, Hai Dian District, Beijing, PRC with an aggregate gross floor area of 30,160.81 square meters for a term of three years. On October 15, 2008, our tenancy agreement with China Aluminum Development Company Limited expired, and we renewed the tenancy agreement to extend it for another three years commencing on October 16, 2008, pursuant to which, the aggregated gross floor area we leased under such tenancy agreement was increased to 30,188.0 square meters. On October 10, 2010, we entered into a supplemental tenancy agreement with China Aluminum Development Company Limited, pursuant to which, the aggregate gross floor area we lease under the tenancy agreement was reduced to 26,036.3 square meters. On October 15, 2011, we renewed the tenancy agreement to extend it for another two years, pursuant to which, the aggregate gross floor area we lease under the tenancy agreement was further reduced to 23,551 square meters. On March 26, 2013, we renewed the tenancy agreement with its term to be expired on December 31, 2015, and we were under the process of further renewing the tenancy agreement as of the date of this annual report. |
| |
| For environmental issues in relation to the utilization of our assets, please refer to "- Environmental Protection." |
| |
| * | Our alumina segment, which consists of the mining and purchasing of bauxite and other raw materials, and production and sale of alumina as well as alumina-related products, such as alumina hydrate, alumina-based chemical products and gallium. Alumina accounted for approximately 91.7% of the total production volume for this segment in 2015. Alumina chemical products are used in the production of chemical, pharmaceutical, ceramic and construction materials. In the process of refining bauxite into alumina, we also produce gallium as a by-product. Gallium is a rare, high value metal with applications in the electronics and telecommunication industries. |
| | |
| * | Our primary aluminum segment, which consists of the procurement of alumina, other raw materials, supplemental materials and electricity power, the production and sale of primary aluminum and aluminum-related products, such as carbon products, aluminum alloy products and other electrolytic aluminum products. Our principal primary aluminum products are ingots and molten aluminum and aluminum alloy, which, accounted for approximately 33.5%, 42.5% and 24.0%, respectively, of our total production volume of primary aluminum in 2015. Our standard 20 kilogram remelt ingots are used for general aluminum fabrication in the construction, electricity, electronics, transportation, packaging, machinery and durable goods industries. We internally produce substantially all the carbon products used at our smelters and sell our remaining carbon products to external customers. |
| | |
| * | Our trading segment, which consists of the trading of alumina, primary aluminum, other non-ferrous metal products, and crude fuels such as coal products, as well as supplemental materials to our internal manufacturing plants and external customers. We established our trading business as a separate segment in July 2010 as a result of the implementation of our operational structural exercise. |
| | |
| * | Our energy segment, which consists of coal mining and power generation, including conventional coal-fire power generation and renewable energy generation such as wind power and photovoltaic power. We established our energy segment in January 2013 as a result of our acquisition of Ningxia Energy in line with our development strategy to partially offset our future energy costs and secure a portion of the coal we consume in our operations. In 2015, we supplied part of the electricity we generated for our own production use, supplied a portion of the coal output to our own electric power plant and sold the remaining portion to external customers, including power generation enterprises and cement plants. |
| | |
| * | Our corporate and other operating segment, which consists of corporate and other aluminum-related research, development, and other activities of the Group. |
| | |
| New IFRSs Pronouncements |
| |
| For a detailed discussion of new accounting pronouncements, please see Note 2 to our audited consolidated financial statements. |
| |
| Factors Affecting Our Results of Operations |
| |
| We believe that the following factors which impact our various revenue and expense items (as described below) have had, and will continue to have, a significant effect on the development of our business, financial position and results of operation. |
| |
| Economic Condition of China and the World |
| |
| As the major aluminum product market is globalized, the demand for and prices of our products are highly correlated with the general economic condition of China and the world and the performance of the major aluminum and related product markets. In recent years, China's economy continued to experience growth despite the negative effects of the global financial crisis beginning in the second half of 2008 and economic recession in 2009, as well as general market volatility and changing macroeconomic conditions. |
| |
| However, the growth of China's economy has shown signs of slowing down from 2014 to 2015 with the GDP growth at 6.9%, as compared to 7.5% from 2013 to 2014. |
| |
| The global output of alumina in 2015 increased to approximately 120.9 million tonnes from 2014. The global alumina consumption in 2015 increased to approximately 117.8 million tonnes from 2014. In 2015, the domestic output of alumina products increased to approximately 58.7 million tonnes from 2014 and the domestic consumption for alumina increased to approximately 61.8 million tonnes from 2014. |
| |
| The global output of primary aluminum in 2015 increased to approximately 57.2 million tonnes from 2014. The global consumption of primary aluminum in 2015 increased to approximately 57.8 million tonnes from 2014. In 2015, the domestic output of primary aluminum increased to approximately 31.0 million tonnes from 2014 and the domestic consumption of primary aluminum increased to approximately 30.6 million tonnes from 2014. |
| |
| For the year ended December 31, 2015, we had cost of sales from continuing operations of RMB120,927.1 million, compared with cost of sales from continuing operations of RMB141,329.0 million for the year ended December 31, 2014. |
| |
| Mix and Pricing of Our Products |
| |
| We are engaged principally in alumina refining, primary aluminum smelting and sales of these products and trading of non-ferrous metal products and other products. In addition, we are engaged in coal mining and power generation. We sell most of our self-produced products through Chalco Trading, taking into account the relevant LME and SHFE prices. In 2015, revenues generated from alumina, primary aluminum, trading and energy segments (after elimination of inter-segment sales) accounted for 5.4%, 22.8%, 68.2% and 3.4%, respectively, of our consolidated total revenues from continuing operations after elimination of inter-segment sales. We apply different policies to price different products. For information on our pricing of different products, please see the section headed "Item 4. Information of the Company - B. Business Overview - Sales and Marketing." |
| |
| The sales prices of alumina that our alumina refineries sell internally to Chalco Trading are determined at both a percentage of the weighted average of the three-month primary aluminum futures prices on the SHFE in the preceding calendar month and the average spot price of alumina in the domestic market in the preceding calendar month. Chalco Trading coordinates the external sales of our alumina products. The domestic alumina prices dropped in 2015 as a result of the suspension of certain domestic aluminum production, which affected domestic demand for alumina. In 2015, the spot price of alumina in the international market reached a high of approximately US$354.5 per tonne and bottomed out at approximately US$200 per tonne, and the average spot price of alumina in the international market was approximately US$300 per tonne, representing an decrease of 9.1% from 2014. The spot price of alumina in the domestic market reached a high of RMB2,830 per tonne and bottomed out at RMB1,580 per tonne, and the average spot price of alumina in the domestic market was approximately RMB2,343 per tonne, representing an decrease of 7.8% from 2014. Our average selling price of alumina decreased by 4.28% from RMB2,498 per tonne in 2014 to RMB2,391 per tonne in 2015. |
| |
| Selected Statement of Operation Items |
| |
| Revenue |
| |
| Our revenue from continuing operations is primarily generated from sales of alumina, primary aluminum, other non-ferrous metal products and coal products. In addition, we are engaged in coal mining and power generation. The remainder of our revenues were derived from research and development activities and other products and services. Historically, Chalco Trading mainly generated revenue by selling self-produced products procured from our alumina, primary aluminum and aluminum fabrication plants. As a result of the implementation of our operational structural adjustment exercise, we established our trading business as a new business segment in 2010. In connection with the significant increase of trading revenue, we refined our existing accounting system to separately capture sales of self-produced products and products sourced from external suppliers within the trading segment in 2011 and 2012. We disposed of the aluminum fabrication segment in June 2013. As the result, the operation results of such segment was classified as discontinued operation in the consolidated statement of comprehensive income for the year ended December 31, 2013. Thus, our revenue from continuing operations for the years ended December 31, 2013 does not include revenue from the aluminum fabrication business. |
| |
| Cost of Sales |
| |
| Our cost of sales from continuing operations consists primarily of purchase of inventories in relation to trading activities, the cost of the raw materials and consumables used, the electric power cost which is our principal energy cost, the fixed cost and employee benefit expenses. For the years ended December 31, 2013, 2014 and 2015, our cost of sales from continuing operations was RMB166,895.3 million, RMB141,329.0 million and RMB120,927.1 million, respectively, and accounted for 98.4%, 99.5% and 98.0% of the total consolidated revenues from continuing operations for those periods. |
| |
| Operating Expenses |
| |
| Selling and Distribution Expenses. Our selling and distribution expenses from continuing operations consist primarily of transportation and loading expenses, packaging expense and, to a lesser extent, port expenses, employee benefit expenses for employees in selling and distribution department, warehouse and other storage fees, depreciation of non-production property, plant and equipment, sales commissions and other handling fees, marketing and advertising expenses, and others. Selling and distribution expenses from continuing operations accounted for 33.9%, 14.0% and 41.4% of our total operating expenses from continuing operations for the years ended December 31, 2013, 2014 and 2015, respectively. |
| |
| General and Administrative Expenses.Our general and administrative expenses from continuing operations consist primarily of early retirement benefit expenses, employee benefit expenses for directors and officers and employees in administrative department and, to a lesser extent, taxes other than income tax expenses, impairment of intangible assets, depreciation of non-production property, plant and equipment, provision for impairment of receivables, termination benefit expenses, operating lease rental expenses, travelling and entertainment, legal and other professional fees, amortization of land use rights and leasehold land, utilities and office supplies, insurance expense, pollutants discharge fees, repairs and maintenance expenses, auditors' remuneration, amortization of intangible assets, and others. General and administrative expenses from continuing operations accounted for 53.5%, 38.5% and 54.5% of our total operating expenses for the years ended December 31, 2013, 2014 and 2015, respectively. Employee benefit expenses from continuing operations, including salaries and bonus, housing fund, staff welfare and other expenses, employment expense in relation to early retirement schemes, termination benefit and retirement benefit cost-defined contribution schemes, comprise the significant component of our general and administrative expenses from continuing operations, accounting for 33.0%, 53.3% and 43.5% of our total general and administrative expenses from continuing operations for the years ended December 31, 2013, 2014 and 2015, respectively. |
| |
| Research and Development Expenses. Our research and development expenses from continuing operations accounted for 3.5%, 2.3% and 3.9% of our total operating expenses from continuing operations for the years ended December 31, 2013, 2014 and 2015, respectively. |
| |
| Impairment loss on property, plant and equipment. Our impairment loss on property, plant and equipment from continuing operations accounted for 9.1%, 45.2% and 0.2% of our total operating expenses from continuing operations for the years ended December 31, 2013, 2014 and 2015, respectively. |
| |
| Selling and Distribution Expenses |
| |
| Our selling and distribution expenses from continuing operations amounting RMB1,775.3 million for the year ended December 31, 2015, slightly increased from RMB1,763.0 million for the year ended December 31, 2014. |
| |
| General and Administrative Expenses |
| |
| Our general and administrative expenses from continuing operations decreased by 51.8% from RMB4,838.4 million for the year ended December 31, 2014 to RMB2,334.1 million for the year ended December 31, 2015, primarily attributable to further control of various expenses taken in 2015, and the costs of approximately RMB1,536.3 million relating to the provision for termination and early retirement benefits in respect of the early retired employees and those with termination of labor relationship through negotiation made by the Group in 2014. |
| |
| Research and Development Expenses |
| |
| Our research and development expenses from continuing operations decreased by 42.5% from RMB293.8 million for the year ended December 31, 2014 to RMB168.8 million for the year ended December 31, 2015, primarily because we included the expenses on research and development of the 600kA-grade electrolytic aluminum technology in the research and development expenses in 2014, while we did not incur such research and development expenses in 2015. |
| |
| Impairment Loss on Property, Plant and Equipment |
| |
| Our impairment loss on property, plant and equipment from continuing operations decreased from RMB5,679.5 million for the year ended December 31, 2014 to RMB10.0 million for the year ended December 31, 2015, primarily due to provisions of substantial impairment for certain property, plant and equipment of our Company in 2014 that resulted from general market factors beyond our control, such as the continuous decrease of aluminum prices and poor market conditions in the photovoltaic and silicon industries that we participate in, while we did not make such provisions in 2015. |
| |
| Government Grants |
| |
| Government grants increased from RMB824.0 million in the year ended December 31, 2014 to RMB1,768.9 million for the year ended December 31, 2015, primarily due to the increase of subsidies we received from the government for supporting the development of enterprises and implementation of environmental protection projects. |
| |
| Other Gains, Net |
| |
| Our net other gains increased from RMB356.9 million for the year ended December 31, 2014 to RMB5,023.6 million, primarily due to the capital operation, introduction of strategic investors and revitalization of stock assets carried out by us in 2015. |
| |
| Finance Income |
| |
| Our finance income from continuing operations decreased by 22.5% from RMB1,047.6 million for the year ended December 31, 2014 to RMB812.1 million for the year ended December 31, 2015, primarily attributable to a decrease in interest income of receivables from disposal of subsidiaries, businesses and assets in 2013 due to a decrease in interest rate and size of the receivables. |
| |
| Finance Costs |
| |
| Our finance costs from continuing operations decreased by 11.6% from RMB6,730.6 million for the year ended December 31, 2014 to RMB5,949.7 million for the year ended December 31, 2015, primarily due to a decrease in interest rate and size of interest-bearing debts. |
| |
| Finance Income |
| |
| Our finance income from continuing operations increased significantly by 69.9% from RMB616.6 million for the year ended December 31, 2013 to RMB1,047.6 million for the year ended December 31, 2014, due to an increase in interest income of receiveables from disposal of subsidiaries, businesses and assets in 2013. |
| |
| Finance Costs |
| |
| Our finance costs from continuing operations increased by 14.8% from RMB5,864.5 million for the year ended December 31, 2013 to RMB6,730.6 million for the year ended December 31, 2014, primarily due to an increase in interest rate of interest-bearing debts. |
| |
| Share of Profits and Losses of Joint Ventures |
| |
| Our share of profits and losses of joint ventures from continuing operations decreased by 39.8% from RMB148.7 million for the year ended December 31, 2013 to RMB89.5 million for the year ended December 31, 2014, primarily attributable to a decrease in the profits of all of our joint ventures except for Guangxi Huayin and Ningxia Da Tang International Dam Power Co., Ltd. due to general market conditions. |
| |
| Share of Profits and Losses of Associates |
| |
| Our share of profits and losses of associates from continuing operations decreased by 31.5% from RMB511.9 million for the year ended December 31, 2013 to RMB350.6 million for the year ended December 31, 2014, primarily attributable to a decrease in the profits of all of our associates except for Jiaozuo Wanfang and ABC-CA Fund Management Co., Ltd. due to general market conditions. |
| |
| Income Tax |
| |
| Our income tax expense from continuing operations was RMB339.5 million for the year ended December 31, 2013, whereas we had income tax expense of RMB1,074.9 million for the year ended December 31, 2014. This was mainly attributable to the fact that deferred tax assets recognized in previous years from accumulated losses and deductible temporary differences were written down in 2014. |
| |
| Results of Operations |
| |
| As a result of the foregoing, our net profit from continuing operations was RMB555.7 million for the year ended December 31, 2013, whereas we had net loss from continuing operations of RMB17,040.7 million for the year ended December 31, 2014. |
| |
| Our net profit from discontinued operations was RMB207.1 million for the year ended December 31, 2013, whereas we had no profit/loss from discontinued operation for the year ended December 31, 2014. |
| |
| As a result, we had net profit of RMB762.8 million for the year ended December 31, 2013, whereas we had net loss of RMB17,040.7 million for the year ended December 31, 2014. |
| |
| Cost and expenses. The total cost and expenses for our alumina segment decreased from RMB36,674.3 million for the year ended December 31, 2014 to RMB31,166.7 million for the year ended December 31, 2015, primarily due to a decrease in the prices of materials and energy and improvement in energy efficiency during the manufacturing process. |
| |
| Segment results. Segment loss for our alumina segment was RMB5,968.3 million for the year ended December 31, 2014, whereas we had segment profit of RMB1,967.1 million for the year ended December 31, 2015. This was mainly attributable to the investment profit from our disposal of Shanxi Huaxing in 2015, which was recognized at its fair value after revaluation and our control of various expenses resulting in a general decrease of our operating costs in 2015. Meanwhile the segment results of our alumina segment in 2014 was influenced by the provision of substantial impairment for certain long-term assets of the segment, provision of termination and early retirement benefits expenses in respect of the early retired employees and those with termination of labor relationship through negotiation. |
| |
| Primary Aluminum Segment |
| |
| Revenues. Total revenue generated by the primary aluminum segment decreased from RMB40,650.5 million for the year ended December 31, 2014 to RMB36,973.2 million for the year ended December 31, 2015, primarily due to decreases in the sales volume and the average selling price of our primary aluminum products. |
| |
| Revenue from external sales of the primary aluminum segment decreased from RMB30,390.4 million for the year ended December 31, 2014 to RMB28,111.8 million for the year ended December 31, 2015, primarily due to decreases in the sales volume and average selling price of our primary aluminum products. |
| |
| Revenue from inter-segment sales of primary aluminum segment decreased by 13.6% from RMB10,260.1 million for the year ended December 31, 2014 to RMB8,861.4 million for the year ended December 31, 2015, primarily due to the decrease in the selling price and sales volume. |
| |
| Cost and expenses. The total cost and expenses for our primary aluminum segment decreased by 18.4% from RMB47,017.0 million for the year ended December 31, 2014 to RMB38,360.1 million for the year ended December 31, 2015, primarily due to the decreases in prices of raw materials and electricity and sales volume of our primary aluminum products. |
| |
| Segment results. Segment loss for our primary aluminum segment decreased by 78.2% from RMB6,366.5 million for the year ended December 31, 2014 to RMB1,386.9 million for the year ended December 31, 2015. This was mainly attributable to the net profit from disposal of non-current assets in 2015 and the government subsidies. Meanwhile the segment results of our primary aluminum segment in 2014 was influenced by the provision of substantial impairment for certain long-term assets of the segment, provision of termination and early retirement benefits costs in respect of the early retired employees and those with termination of labor relationship through negotiation. |
| |
| Trading Segment |
| |
| Revenues. Total revenue generated by the trading segment decreased by 14.5% from RMB110,108.0 million for the year ended December 31, 2014 to RMB94.131.1 million for the year ended December 31, 2015, primarily due to a decrease in volumes and the average selling price of major aluminum products sold through our trading segment. |
| |
| Revenue from external sales of the trading segment decreased by 16.1% from RMB100,346.2 million for the year ended December 31, 2014 to RMB84,222.2 million for the year ended December 31, 2015. Revenue from external sales of trading segment for the year ended December 31, 2015 included RMB23,294.8 million of external sales of products produced by us and sold through the trading segment and RMB60,927.4 million of external sales of commodities purchased from external sources including alumina, primary aluminum, carbon products, aluminum fabrication products, coal products and non-ferrous metal products. |
| |
| Revenue from internal sales of the trading segment slightly increased from RMB9,761.8 million for the year ended December 31, 2014 to RMB9,908.9 million for the year ended December 31, 2015. |
| |
| Cost and expenses.The total cost and expenses for our trading segment decreased by 12.9% from RMB109,449.3 million for the year ended December 31, 2014 to RMB95,365.7 million for the year ended December 31, 2015, primarily due to the decrease in volumes and the average selling price of major aluminum procured and sold through our trading segment. |
| |
| Segment results. Segment profit for our trading segment was RMB658.7 million for the year ended December 31, 2014, whereas we incurred segment loss for our trading segment of RMB1,234.6 million. This was mainly attributable to the decrease in the selling price of the products and provision of impairment of inventory which has been made accordingly. |
| |
| Energy Segment |
| |
| Revenues. Total revenue generated by the energy segment decreased from RMB5,242.3 million for the year ended December 31, 2014 to RMB4,290.9 million for the year ended December 31, 2015, primarily due to the general decrease in coal price and power production. |
| |
| Revenue from external sales of the energy segment decreased from RMB5,094.2 million for the year ended December 31, 2014 to RMB4,192.8 million for the year ended December 31, 2015. |
| |
| Revenue from internal sales of the energy segment decreased from RMB148.1 million for the year ended December 31, 2014 to RMB98.1 million for the year ended December 31, 2015. |
| |
| Cost and expenses.The total cost and expenses for our energy segment decreased from RMB6,978.7 million for the year ended December 31, 2014 to RMB4,365.1 million for the year ended December 31, 2015. |
| |
| Segment results. Segment loss was decreased from RMB1,736.4 million for the year ended December 31, 2014 to RMB74.2 million for the year ended December 31, 2015. This was mainly attributable to the provision of substantial impairment loss for assets of silicon and photovoltaic industry subsidiaries in 2014. |
| |
| Corporate and other operating segment |
| |
| Revenues. Revenue from the corporate and other operating segment decreased by 13.3% from RMB347.9 million for the year ended December 31, 2014 to RMB301.7 million for the year ended December 31, 2015. |
| |
| Segment results. We had segment loss for the corporate and other operating segment of RMB2,277.5 million for the year ended December 31, 2014, whereas we had segment profit of RMB733.7 million for the year ended December 31, 2015. This was mainly attributable to the investment profits for disposal of Shanxi Huaxing and Jiaozuo Wanfang in 2015. |
| |
| Cost and expenses. The total cost and expenses for our alumina segment increased slightly from RMB35,780.9 million for the year ended December 31, 2013 to RMB36,674.3 million for the year ended December 31, 2014. |
| |
| Segment results. Segment loss for our alumina segment increased by 231.4% from RMB1,801.0 million for the year ended December 31, 2013 to RMB5,968.3 million for the year ended December 31, 2014. This was mainly attributable to the provision of substantial impairment for certain long-term assets of the segment, provision of termination and early retirement benefits expenses in respect of the early retired employees and those with termination of labor relationship through negotiation. |
| |
| Primary Aluminum Segment |
| |
| Revenues. Total revenue generated by the primary aluminum segment decreased from RMB50,215.9 million for the year ended December 31, 2013 to RMB40,650.5 million for the year ended December 31, 2014, primarily due to decreases in the sales volume and the average selling price of our primary aluminum products. |
| |
| Revenue from external sales of the primary aluminum segment decreased from RMB32,147.9 million for the year ended December 31, 2013 to RMB30,390.4 million for the year ended December 31, 2014, primarily due to decreases in the sales volume and average selling price of our primary aluminum products. |
| |
| Revenue from inter-segment sales of primary aluminum segment decreased by 43.2% from RMB18,068.0 million for the year ended December 31, 2013 to RMB10,260.1 million for the year ended December 31, 2014. Besides the decrease in the selling price and sales volume, this was also attributable to the change in respect of the sales to Chinalco's aluminum fabrication companies from internal trading revenue of 2013 to external trading revenue due to the disposal of aluminum fabrication segments in 2013. |
| |
| Cost and expenses. The total cost and expenses for our primary aluminum segment decreased by 11.3% from RMB52,995.9 million for the year ended December 31, 2013 to RMB47,017.0 million for the year ended December 31, 2014, primarily due to the decreases in prices of raw materials and electricity and sales volume of our primary aluminum products. |
| |
| Segment results. Segment loss for our primary aluminum segment increased by 129.0% from RMB2,780.0 million for the year ended December 31, 2013 to RMB6,366.5 million for the year ended December 31, 2014. This was mainly attributable to the provision of substantial impairment for certain long-term assets of the segment, provision of termination and early retirement benefits costs in respect of the early retired employees and those with termination of labor relationship through negotiation, and the reduction in the selling price of our primary aluminum products of about 7%. |
| |
| Trading Segment |
| |
| Revenues. Total revenue generated by the trading segment decreased by 19.8% from RMB137,283.5 million for the year ended December 31, 2013 to RMB110,108.0 million for the year ended December 31, 2014, primarily due to a decrease in volumes of major aluminum products sold through our trading segment. |
| |
| Revenue from external sales of the trading segment decreased by 19.9% from RMB125,291.6 million for the year ended December 31, 2013 to RMB100,346.2 million for the year ended December 31, 2014. Revenue from external sales of trading segment for the year ended December 31, 2014 included RMB27,973.4 million of external sales of products produced by us and sold through the trading segment and RMB72,372.8 million of external sales of commodities purchased from external sources including alumina, primary aluminum, carbon products, aluminum fabrication products, coal products and non-ferrous metal products. |
| |
| Revenue from internal sales of the trading segment decreased by 18.6% from RMB11,991.9 million for the year ended December 31, 2013 to RMB9,761.8 million for the year ended December 31, 2014. |
| |
| Cost and expenses. The total cost and expenses for our trading segment decreased by 20.0% from RMB136,736.4 million for the year ended December 31, 2013 to RMB109,449.3 million for the year ended December 31, 2014, primarily due to the decrease in volumes of major aluminum procured and sold through our trading segment. |
| |
| Segment results. Segment profit for our trading segment increased by 20.4% from RMB547.1 million for the year ended December 31, 2013 to RMB658.7 million for the year ended December 31, 2014. |
| |
| Energy Segment |
| |
| Revenues. Total revenue generated by the energy segment increased from RMB5,159.1 million for the year ended December 31, 2013 to RMB5,242.3 million for the year ended December 31, 2014, primarily due to an increase in the coal production by Ningxia Energy. |
| |
| Revenue from external sales of the energy segment increased from RMB4,897.3 million for the year ended December 31, 2013 to RMB5,094.2 million for the year ended December 31, 2014. |
| |
| Revenue from internal sales of the energy segment decreased from RMB261.8 million for the year ended December 31, 2013 to RMB148.1 million for the year ended December 31, 2014. |
| |
| Cost and expenses. The total cost and expenses for our energy segment increased from RMB4,210.3 million for the year ended December 31, 2013 to RMB6,978.7 million for the year ended December 31, 2014, primarily due to the provision of substantial impairment loss for assets in the year of 2014. |
| |
| Segment results. Segment profit for our energy segment was RMB948.8 million for the year ended December 31, 2013, whereas we had segment loss of RMB1,736.4 million for the year ended December 31, 2014. This was mainly attributable to the provision of substantial impairment loss for assets of silicon and photovoltaic industry subsidiaries in 2014. |
| |
| Corporate and other operating segment |
| |
| Revenues. Revenue from the corporate and other operating segment decreased by 55.9% from RMB788.5 million for the year ended December 31, 2013 to RMB347.9 million for the year ended December 31, 2014. |
| |
| Segment loss. Segment profit for the corporate and other operating segment was RMB4,167.8 million for the year ended December 31, 2013, whereas we had segment loss of RMB2,277.5 million for the year ended December 31, 2014, mainly because we recognized significant investment gains from disposal and deemed disposal of subsidiaries in 2013, whereas we did not recognize such gains in 2014. |
| |
| For the year ended December 31, 2013, we had cash inflows before changes in working capital but after adjustment for non-cash items and non- operating cash outflows of RMB6,554.5 million and net cash generated from operation activities of RMB8,281.4 million. The adjustment consisted primarily of non-cash items such as interest expense of RMB6,134.5 million and depreciation of property, plant and equipment of RMB6,969.1 million and inflows of RMB2,080.0 million for changes in working capital and outflows of income tax of RMB353.1 million. The inflows from changes in working capital consisted primarily of (i) increase in trade and notes payables of RMB5,784.1 million and (ii) increase in other payables and accrued liabilities of RMB4,005.1 million, partially offset by increase in trade and notes receivables of RMB4,045.3 million and increase in other current assets of RMB2,541.6 million. |
| |
| Net Cash Flows Used in / Generated From Investing Activities |
| |
| We had net cash flows generated from investing activities of RMB2,952.6 million for the year ended December 31, 2015, whereas the net cash flows used in investing activities was RMB4,921.3 million for the year ended December 31, 2014. This was primarily due to the proceeds we received from disposal of a joint venture and associate of RMB1,858.0 million and disposal of financial products of RMB4,410.8 million. |
| |
| Net cash flows used in investing activities decreased from RMB7,686.1 million for the year ended December 31, 2013 to RMB4,921.3 million for the year ended December 31, 2014, primarily due to the decrease of investment in property, plant and equipment and receipt of consideration of disposal assets for the last year in the year. Our net cash used in investing activities for the year ended December 31, 2014 consisted primarily of purchase of property, plant and equipment of RMB8,038.3 million and addition of financial products of RMB4,635.6 million, partially offset by proceeds received from the disposal of subsidiaries, businesses and assets in 2013 and interest received from unpaid disposal proceeds of RMB7,095.1 million. |
| |
| Net cash flows used in investing activities decreased from RMB23,153.1 million for the year ended December 31, 2012 to RMB7,686.1 million for the year ended December 31, 2013, primarily due to the cash inflows related to disposal of discontinued operation, disposal of Alumina Production Line of Guizhou branch and acquisition of Ningxia Energy, whereas we did not have such cash inflows in 2012. Our net cash used in investing activities for the year ended December 31, 2013 consisted primarily of purchase of property, plant and equipment of RMB8,486.6 million, loans to related parties of RMB1,145.3 million and investments in joint ventures and associate of RMB1,841.3 million. |
| |
| Net Cash Flows Used in / Generated from Financing Activities |
| |
| Net cash flows used in financing activities of RMB5,814.2 million for the year ended December 31, 2015, representing a increase of net cash outflows of RMB1,797.7 million from the net outflows of RMB4,016.5 million for the year ended December 31, 2014, mainly attributable to increase in cash outflows for repayment of short-term bonds and medium-term notes. Our net cash used in financing activities for the year ended December 31, 2015 consisted primarily of repayments of short-term and long-term loans of RMB59,196.8 million, repayments of short-term bonds and medium-term notes of RMB32,000.0 million and interest payments of RMB6,041.8 million, partially offset by drawdown of short-term and long-term loans of RMB55,456.2 million, issuance of A shares of RMB7,897.5 million, and issuance of senior perpetual securities of RMB2,000.0 million. |
| |
| Net cash flows used in financing activities of RMB4,016.5 million for the year ended December 31, 2014, representing a decrease of cash inflows of RMB5,744.8 million from the net inflows of RMB1,728.3 million for the year ended December 31, 2013, mainly attributable to the continuous improvement of cash flows from operating activities and decrease in financing scale and repayment of interest-bearing loans and borrowings accordingly. Our net cash used in financing activities for the year ended December 31, 2014 consisted primarily of repayments of short-term and long-term loans of RMB70,276.8 million, repayments of short-term bonds and medium-term notes of RMB26,700.0 million and interest payments of RMB6,763.2 million, partially offset by drawdown of short-term and long-term loans of RMB60,417.6 million, issuance of short-term bonds and medium-term notes of RMB34,893.0 million, and issuance of senior perpetual securities of US$400 million, equivalent to RMB2,461.8 million. |
| |
| Net cash flows generated from financing activities decreased significantly from RMB20,429.0 million for the year ended December 31, 2012 to RMB1,728.3 million for the year ended December 31, 2013, primarily due to the increase in the repayments of short-term and long-term loans. Our net cash generated from financing activities for the year ended December 31, 2013 consisted primarily of drawdown of short-term and long-term loans of RMB98,315.7 million, issuance of short-term bonds and medium-term notes of RMB22,936.1 million and issuance of senior perpetual securities of US$350 million, equivalent to RMB2,122.6 million, partially offset by repayments of short-term and long-term loans of RMB90,666.0 million and repayments of short-term bonds and medium-term notes of RMB24,500.0 million. |
| |
| Loans and Borrowings |
| |
| During the past years, we engaged in debt financing to fund our operations and business expansion. As of December 31, 2015, our gearing ratio (net debts/total capital attributable to owners of the parent as defined in Note 37.3 to our audited consolidated financial statements) was approximately 75% as compared with approximately 83% as of December 31, 2014. |
| |
| Senior Perpetual Capital Securities |
| |
| On October 22, 2013, Chalco Hong Kong Investment Company Limited (the "Issuer") issued US$350 million senior perpetual securities (the "2013 Senior Perpetual Securities") at initial interest rate of 6.625%. The proceeds from issuance of the 2013 Securities after deduction of issuance costs is RMB2,122.6 million, and has been on-lent to us and any of our subsidiaries for general corporate use. Coupon payments of 6.625% per annum on the 2013 Senior Perpetual Securities are paid semi-annually in arrears from October 29, 2013 and may be deferred at our discretion unless, during the six-month period ending on the day before the relevant scheduled coupon payment date, we, the Issuer or Chalco Hong Kong has declared or paid a discretionary dividend, distribution or other discretionary payment on or in respect of, or has at its discretion repurchased, redeemed or otherwise acquired, any of its securities of lower or equal rank, subject to certain exceptions. The 2013 Senior Perpetual Securities have no fixed maturity and are callable only at our option on or after October 29, 2018 at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. After October 29, 2018, the coupon rate will be reset every five calendar years to a rate of interest of expressed as a percentage per annum equal to the sum of (a) the initial spread of 5.312 per cent, (b) the U.S. Treasury Rate, and (c) a margin of 5.00 per cent per annum. While any coupon interest payments are unpaid or deferred, we, Chalco Hong Kong, and the Issuer shall not, subject to certain exceptions, declare or pay any discretionary dividends or make distributions or similar discretionary payments in respect of, or at its discretion repurchase, redeem or otherwise acquire for any consideration any of its securities of lower or equal rank. |
| |
| On April 10, 2014, the Issuer issued US$400 million senior perpetual securities at an initial interest rate of 6.25% ("2014 Senior Perpetual Securities"). The proceeds from issuance of 2014 Senior Perpetual Securities after deduction of issuance costs is RMB2,461.8 million. The proceeds will be on-lent to us and any of our subsidiaries for general corporate use. Coupon payments of 6.25% per annum on the 2014 Senior Perpetual Securities are paid semi-annually on April 29 and October 29 in arrears from April 17, 2014 and may be deferred at the discretion of the Group. The first coupon payment date was April 29, 2014. The 2014 Senior Perpetual Securities have no fixed maturity and are callable only at our option on or after April 17, 2017 at their principal amounts together with any accrued, unpaid or deferred coupon interest payments. After April 17, 2017, the coupon rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of 5.423 per cent, (b) the U. S. Treasury Rate, and (c) a margin of 5.00 per cent. per annum. While any coupon interest payments are unpaid or deferred, we, the subsidiary guarantors and the Issuer cannot declare or pay dividends or make distributions or similar discretionary payments in respect of, or repurchase, redeem or otherwise acquire any securities of lower or equal rank. |
| |
| On October 27, 2015, we issued RMB2,000 million perpetual medium-term notes at an initial distribution rate of 5.50% (the "2015 Perpetual Medium-term Notes"). The proceeds from issuance of the 2015 Perpetual Medium-term Notes is RMB2,000 million. The proceeds will be used for repayments of interest-bearing loans and borrowings. Coupon payments of 5.50% per annum on the 2015 Perpetual Medium-term Notes are paid annually in arrears from October 29, 2015 and may be deferred at our discretion. The 2015 Perpetual Medium-term Notes have no fixed maturity and are callable only at our option on October 29, 2020 or any coupon distribution date after October 29, 2020 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 2.61 per cent, (b) the China Treasury Rate, and (c) a margin of 300 Bps every five years after October 29, 2020. While any coupon distribution payments are unpaid or deferred, the headquarters of the Company cannot declare or pay dividends to shareholders or decrease the share capital, or make material fixed asset investments of the headquarters of the Company. |
| |
| In 2015, we spent approximately RMB9,688 million of our capital expenditures (excluding equity interest investments) primarily in construction of mining areas, capacity expansion and technology upgrading, energy saving and consumption reduction, environmental governance, resources acquisition and technological research and development. |
| |
| Our capital expansion plan for 2016 requires a total of approximately RMB9.0 billion in capital expenditures for construction of mining areas, capacity expansion and technology upgrading, which will be spent in Sanmenxia mining project and Wangwa mining project. |
| |
| As of December 31, 2015, our Group's contractual but not provided capital commitment to fixed assets investment amounted to RMB7,771 million. |
| |
| As of December 31, 2015, our commitment under operating leases amounted to RMB17,817.3 million, of which amount payable within one year was RMB561.0 million, amount payable from one to five years was RMB2,167.7 million and amount payable after five years was RMB15,088.6 million. |
| |
| As of December 31, 2015, our commitments to make capital contribution to our associates and joint ventures amounted to RMB1,737.3 million, comprised of the capital contributions of RMB752.5 million to Guangxi Huazheng Aluminum Co., Ltd., RMB320 million to Huaneng Ningxia Energy Co., Ltd., RMB244.8 million to Yinxing Power, RMB370 million to China rare-earth, RMB22 million to Guangxi Huazhong and RMB28 million to Shanxi Chalco Taiyue New Materials Co., Ltd., respectively. |
| |
| We expect to use primarily operating cash flow in meeting such commitments with the shortfall to be satisfied by proceeds of bank loans, short-term and long-term bonds and medium-term notes. |
| |
|
| |
| (1) | Mr. Ge Honglin resigned from the positions of executive Director and Chairman of the Board on February 16, 2016. As of the date of this annual report, we had three executive Directors. |
| | |
| (2) | Due to other work commitment, Mr. Ge Honglin resigned from the positions of executive Director and chairman of the Company, with effect from February 16, 2016. On February 16, 2016, Mr. Ao Hong was elected by more than half of the Directors of the Company to perform the duties of the chairman of the Board (including but not limited to convening and presiding over meetings of the Board, presiding over the general meetings and executing relevant documents, etc.) during the period after the resignation of Mr. Ge until the new Chairman of the Board was elected by the Company in April 2016. |
| | |
| (3) | Due to other work commitment, Mr. Luo Jianchuan resigned from the positions of executive Director and president of the Company, with effect from November 20, 2015. Mr. Ao was appointed as the president of the Company at the 24th meeting of the fifth session of the Board of the Company on November 20, 2015. |
| | |
| (4) | Mr. Yu Dehui was elected as a non-executive Director at the 2016 First Extraordinary General Meeting on April 8 2016 , and elected as the Chairman of our Board at the 31st meeting of the fifth session of the Board of the Company on the same day. As of the date of this annual report, we had three non-executive Directors. |
| | |
| (5) | Due to other business commitment, Mr. Ma Si-hang, Frederick resigned from the position of independent non-executive Director of the Company, with effect from December 29, 2015. |
| | |
| (6) | Mr. Wu Zhenfang was subject to an investigation by the competent authority on April 2, 2015. Mr. Wu Zhengfang promptly resigned from the position as independent non-executive director and member of the audit committee, member of the nomination committee, chairman of the remuneration committee and member of the developing and planning committee of the Board on April 2, 2015. |
| | |
| (7) | Due to his age, Mr. Wu Jianchang resigned from the position of independent director of the Company, with effect from February 26, 2015. |
| | |
| Non-Executive Directors |
| |
| Yu Dehui, aged 56, has been serving as the chairman of our Board and a non-executive director on our Board since April 8, 2016. He graduated from Ecole des Hautes Etudes en Sciences Sociales (EHESS) and School of Economics of Paris University Nanterre, majoring in development economics, with a doctoral degree in economics, and he has been a professor. Mr. Yu has extensive experience in various aspects such as energy, non-ferrous metals, economics and management. He successively served as the general director for technology of SPEIC, the general director of the department of science, technology and standards of the State Environmental Protection Administration. And he had also served as a deputy mayor of Baotou City, a vice governor of the government of the Inner Mongolia Autonomous Region, a vice president of China Power Investment Corporation, and a vice president of State Power Investment Corporation. Mr. Yu currently also serves as the president, and a director of the board, of Aluminum Corporation of China. |
| |
| Liu Caiming, aged 53, serves as a non-executive Director on our Board. He has been employed by us since 2011. He resigned in 2014 and was re-appointed in 2015. He graduated from Fudan University majoring in political economics and obtained a doctoral degree in Economics. He is a senior accountant and engaged in the financial and accounting industry for more than 30 years. Mr. Liu has extensive experience in corporate management and financial management. He had subsequently served as deputy head and head of the Finance Department of China Non-ferrous Metals Foreign-Engineering Corporation, deputy general manager of China Non-ferrous Metals Construction Group Limited, deputy general manager of China Nonferrous Construction Group Limited, director and deputy general manager of China Non-ferrous Metal Industry's Foreign Engineering and Construction Co., Ltd., and deputy general manager of China Nonferrous Metal Mining and Construction (Group) Co., Ltd. Mr. Liu has also acted as titular deputy head of Department of Finance of Yunnan Province, director of SASAC of Yunnan Provincial People's Government and assistant to the governor of Yunnan Province and director of SASAC Yunnan. From January 2007 to February 2011, Mr. Liu acted as deputy general manager of Chinalco, during which he acted as chairman of Yunnan Copper Industry (Group) Co., Ltd., and president of China Copper Co., Ltd. He acted as our senior vice president and chief financial officer of since February 23, 2011 and as our executive director of since May 31, 2011. Mr. Liu resigned as our executive director, chief financial officer and senior vice president and was re-designated as non-executive Director on March 8, 2013. He resigned as our non-executive director on March 18, 2014 and was re-appointed as non-executive director on our Board on February 26, 2015. |
| |
| Wang Jun, aged 50, has been serving as a non-executive director on our Board since June 27, 2013. Mr. Wang graduated from Huazhong Institute of Engineering with a degree of industrial and civil construction. He has extensive experience in financial and corporate management. Mr. Wang formerly served as engineer in the engineering department of Babcock & Wilcox Beijing Company Ltd.; deputy manager of the real estate development department of China Yanxing Company; senior deputy manager of equity management department and senior manager of business management department, senior manager, deputy general manager, general manager of custody and settlement department in China Cinda Asset Management Co., Ltd and general manager of the equity management department of China Cinda Asset Management Co. Ltd. Mr. Wang currently serves as the business director of China Cinda Asset Management Co., Ltd. |
| |
| Independent Non-Executive Directors |
| |
| Chen Lijie, aged 61, has been serving as an independent non-executive Director since February 26, 2015. Ms. Chen graduated from Renmin University of China Law School and obtained a doctoral degree in Laws. Ms. Chen Lijie has more than 30 years of experience in laws. She successively acted as director and deputy director of Commercial Affairs of the Office of Legislative Affairs of the State Council, deputy director of Department of Policies and Laws of the National Economic and Trade Commission, patrol officer of Bureau of Policies, Laws and Regulations of SASAC and chief legal consultant of China Mobile Communications Corporation. |
| |
| Hu Shihai, aged 61, has been serving as an independent non-executive Director since June 25, 2015. Mr. Hu was graduated from Shanghai Jiao Tong University majoring in thermal energy engineering. He is a professor-level senior engineer with more than 40 years of working experience in power industry. Mr. Hu has extensive experience in corporate management and technical management and successively served as the supervisor, director and deputy head of the Huaneng Shanghai Shidongkou No. 2 Power Plant, deputy director of the preparatory office of the Shanghai Waigaoqiao No. 2 Power Plant, manager of the production department and assistant to the general manager of Huaneng Power International, Inc. and assistant to the general manager and director of the safety production department, and chief engineer of China Huaneng Group. |
| |
| Lie-A-Cheong Tai Chong, David, aged 56, has been serving as an independent non-executive Director since December 29, 2015. He is honored with the Silver Bauhinia Star (SBS), Officier de l'Ordre National du Merite and Justice of Peace. Mr. Lie is the executive chairman of Newpower International (Holdings) Co., Ltd. and China Concept Consulting Ltd. He was selected as a member of the National Committee of the 8th, 9th, 10th and 11th Chinese People's Political Consultative Conference since 1993. From 2007 to 2013, he acted as a panel convener cum member of the Financial Reporting Review Panel of Hong Kong Special Administrative Region ("HKSAR"). Mr. Lie is currently the honorary consul of the Hashemite Kingdom of Jordan in the HKSAR, the chairman of the Hong Kong-Taiwan Economic and Cultural Cooperation and Promotion Council, the chairman of the Hong Kong-Taiwan Business Co-operation Committee, a member of the Commission on Strategic Development of the HKSAR, a standing committee member of the China Overseas Friendship Association, and a member of the Hong Kong General Chamber of Commerce (HKGCC). Currently, Mr. Lie is also an independent non-executive director of Herald Holdings Limited, a listed company in Hong Kong. |
| |
| Supervisors |
| |
| Our supervisors are elected to represent our employees and shareholders and serve a term of three years or until the election of their respective successors, whichever is earlier. Our supervisors currently comprise Mr. Zhao Zhao, Mr. Yuan Li and Mr. Wang Jun. Mr. Zhao Zhao was elected at the 2012 annual general meeting held on June 27, 2013 with a term of office expiring at the conclusion of the annual general meeting for the year 2015. Mr. Yuan Li's terms of office was renewed on June 27, 2013. Mr. Zhang Zhankui resigned from the position of supervisor of the Company, with effect from November 13, 2015. Mr. Zhang Zhankui was appointed as the chief financial officer of the Company on November 13, 2015. Mr. Wang Jun was elected at the 2015 second extraordinary general meeting held on December 29, 2015. |
| |
| The table and discussion below set forth certain information concerning our supervisors who served on our supervisory committee during the year ended December 31, 2015 and up to the date of this Annual Report. |
| |
| The primary duties of our remuneration committee as set out in the committee charter include preparing the remuneration management scheme and remuneration proposal for directors, employee-representative supervisors and senior management, and providing suggestions to the Board; preparing measures on performance evaluation of senior management, performance assessment procedures and relevant rewards and punishments, and providing suggestions to the Board; monitoring the implementation of the remuneration system of our Company; and reviewing senior management's fulfilment of duties and conduct performance assessment; and other functions and authorities delegated by the Board. In 2015, the remuneration committee convened at one meeting, to consider and approve remuneration standards for 2015 for our directors, supervisors and other senior management members. |
| |
| We follow our home country practice in relation to the composition of our remuneration committee in reliance on the exemption provided under NYSE Corporate Governance Rule 303A.00 available to foreign private issuers. Our home country practice does not require us to establish a remuneration committee which must be composed entirely of independent directors. |
| |
| Nomination Committee |
| |
| As at the date of this Annual Report, our nomination committee consists of one executive director, namely Mr. Ao Hong, and three independent non-executive directors, namely Mr. Lie-A-Cheong Tai Chong, David. Mr. Hu Shihai and Ms. Chen Lijie. Mr. Ge Honglin served as the chairman of our nomination committee before he resigned as executive director on February 16, 2016. Mr. Luo Jianchuan served as a member of our nomination committee before he resigned as executive director on November 20, 2015. The position of the chairman of the committee is temporarily vacant. |
| |
| The primary duties of our nomination committee as set out in the committee charter 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 provide advices on inspection and appointment; to assess the independence of independent non-executive directors; and other functions and authorities delegated by the Board. |
| |
| We follow our home country practice in relation to the composition of our nomination committee in reliance on the exemption provided under NYSE Corporate Governance Rule 303A.00 available to foreign private issuers. Our home country practice does not require us to establish a nomination committee which must be composed entirely of independent directors. |
| |
| Development and Planning Committee |
| |
| As at the date of this Annual Report, our development and planning committee consists of two executive directors, namely Mr. Ao Hong, Mr. Jiang Yinggang, and one independent non-executive directors, namely Mr. Hu Shihai. The position of the chairman of the committee is temporarily vacant. Mr. Ge Honglin served as the chairman of our development and planning committee before he resigned as executive director on February 16, 2016. Mr. Luo Jianchuan served as a member of our development and planning committee before he resigned on November 20, 2015. In accordance with the committee charter, the committee reviews and assesses our strategic plans for development, fiscal budgeting, investment, business operations and investments returns. |
| |
| Occupational Health and Safety and Environmental Committee |
| |
| Our occupational health and safety and environmental committee consists of two executive directors Mr. Liu Xiangmin and Mr. Jiang Yinggang and one non-executive director, Mr. Wang Jun, with Mr. Liu Xiangmin as the chairman. This committee considers our annual planning on health, environmental protection and safety, supervises our implementation of the planning on health, environmental protection and safety initiatives, inquiries into serious incidents and inspecting and supervising over the handling of such incidents and makes recommendations to the Board on major decisions on health, environmental protection and safety. |
| |
| Agreement | Nature | Term of the Agreement | Transaction Amount in 2015(RMB in millions) | Annual Cap for 2015 (RMB in millions) |
|
|
|
|
|
|
| Continuing Connected Transactions | | | |
| | | | | |
| Comprehensive Social and Logistics Services Agreement (Counterparty: Chinalco) | Chinalco provides us with a broad range of social and logistics services including education and schooling, public transportation and property management. | The original agreement was entered on November 5, 2001 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | 325 | 600 |
| | | | | |
| General Agreement on Mutual Provision of Production Supplies and Ancillary Services (Counterparty: Chinalco) | We purchase from Chinalco ancillary production supplies and services which include, among other things, various raw materials required in alumina and primary aluminum production, transportation and loading services and production supporting services. | The original agreement was entered on November 5, 2001 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | 2,202 | 4,500 |
| | | | | |
| Xinan Aluminum Mutual Provision of Products and Services Framework Agreement (Counterparty: Xinan Aluminum)* | We purchase from Xinan Aluminum products and services including among other things, aluminum fabrication products, equipment, water, electricity and gas, maintenance and repair services, unloading, transportation and storage services. | The original agreement was entered on October 20, 2008 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | − | 8,700 |
| | | | | |
| Mineral Supply Agreement (Counterparty: Chinalco) | Chinalco provides us with bauxite and limestone from several mines that it operates. Chinalco must not provide bauxite and limestone to any third parties before meeting our bauxite and limestone requirements. | The original agreement was entered on November 5, 2001 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | 152 | 360 |
| | | | | |
| Provision of Engineering, Construction and Supervisory Services Agreement (Counterparty: Chinalco) | Chinalco provides us with certain engineering, construction and supervisory services at the state guidance price and, where there is no state guidance price, at market price. Such services are mainly provided by subsidiaries of Chinalco including China Aluminum International Engineering Corporation Limited. | The original agreement was entered on November 5, 2001 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | 1,610 | 15,000 |
| | | | | |
| Land Use Rights Leasing Agreement (Counterparty: Chinalco) | Chinalco leases 470 parcels of land covering an aggregate area of approximately 61.2 million square meters and spanning across eight provinces in the PRC to us. | The original agreement was entered on November 5, 2001 for a term of 50 years, expiring on June 30, 2051. | 539 | 1,200 |
| | | | | |
| Buildings and Office Buildings Leases Agreements (Counterparty: Chinalco) | We lease 59 buildings with an aggregate gross floor area of 62,189 square meters to Chinalco. Chinalco leases 100 buildings with an aggregate gross floor area of 273,637 square meters to us. | The original agreement was entered on November 5, 2001 for a term of 20 years, expiring on June 30, 2020. | 52 | 110 |
| | | | | |
| | China Aluminum Development Company Limited, a wholly-owned subsidiary of Chinalco, leases to us an office building with an area of 23,551.43 square meters located at Xizhimen, Beijing, as our headquarters. | The original agreement was entered on October 15, 2011 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | | |
| | | | | |
| Framework Agreement for Aluminum Products Fabrication Services (Counterparty: Chinalco)* | Shandong Aluminum Company and Qinghai Aluminum Company, wholly-owned subsidiaries of Chinalco, provide alumina fabrication and production services to us. | The original agreement was entered on February 28, 2011 and expired on December 31, 2012. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013 for a term of three years. | 63 | 360 |
| | | | | |
| Financial Services Agreement (Counterparty: Chinalco Finance) | Chinalco Finance has agreed to provide us with deposit services, credit services and miscellaneous financial services. We have the right to choose the financial institution for financial services and the financial institution for deposit services and loan services as well as the amounts of loans and deposits with reference to our own needs. Chinalco Finance undertakes that the terms for the provision of financial services to us at any time would be no less favorable than those of the same type of financial services provided by Chinalco Finance to Chinalco and other subsidiaries of Chinalco or those of the same type of financial services that may be provided to us by other financial institutions. | The original agreement expired on August 25, 2012 for a term of 1 year. Pursuant to the financial services agreement renewed on August 24, 2012, the term was extended and expired on August 25, 2015. Pursuant to the financial services agreement renewed on April 28, 2015, the term was renewed for a term of 3 years from August 26, 2015 and will expire on August 25, 2018. | (a) 4,456 (largest amount of daily deposit balance during the period from January 1, 2015 to August 25, 2015)
(b) 7,586 (largest amount of daily deposit balance during the period from August 26, 2015 to December 31, 2015)
(c) 3 (other financial services fees for the period from January 1, 2015 to December 31, 2015) | (a) 5,000 (daily cap of deposit balance during the period from January 1, 2015 to August 2, 2014)
(b) 8,000 (daily cap of deposit balance during the period from August 26, 2015 to December 31, 2015)
(c) 50 (other financial services fees for the period from January 1, 2015 to December 31, 2015) |
| | | | | |
| Finance Lease Agreement (Counterparty Chinalco Finance Lease Co., Ltd.) | Chinalco Lease provides finance lease services to the Group. | The finance lease framework agreement was entered into between the Company and Chinalco Lease on August 27, 2015, with a term from August 27, 2015 to December 31, 2016. A new finance lease framework agreement was entered into between the Company and Chinalco Lease on November 13, 2015 with a term of 3 years from January 1, 2016 to December 31, 2018. | 1,206 | 1,400 |
| | | | | |
| General Agreement on Mutual Provision of Production Supplies And Ancillary Services (Counterparty: Chinalco) | Supplies and ancillary services | The original agreement expired on December 31, 2012 for a term of 3 years. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013, expiring on December 31, 2015. | 8,763 | 10,000 |
| | | |
|
|
| | | | | |
| Xinan Aluminum Mutual Provision of Products and Services Framework Agreement* (Counterparty: Xinan Aluminum) | Sales of products by the Company and its branches and relevant subsidiaries to Xinan Aluminum: primary aluminum, aluminum alloy ingots, aluminum fabrication products and aluminum fabrication scraps Sales of products or services by Xinan Aluminum to the Company: aluminum alloy ingots, aluminum fabrication products; ancillary materials, spare parts, relevant equipment and provision of water, electricity and gas; construction and repair services; loading and unloading, transportation and storage services; and social and logistics services. | The original agreement expired on December 31, 2012 for a term of 3 years. Pursuant to the supplementary agreement entered into in 2012, the term was renewed from January 1, 2013, expiring on December 31, 2015. | 2,625 | 8,000 |
| | | |
|
|
| | | | | |
| Labor Services and Engineering Services Agreement (Counterparty: Chinalco) | Services provided by the Company to Chinalco: engineering design services, equipment repairs, logistics management services, etc. | January 1, 2015 to December 31, 2015 | 62 | 80 |
| | | |
|
|
| | | | | |
| | | For the year ended December 31 |
| | |
|
| | | 2013 | 2014 | 2015 |
| | |
|
|
|
| | | (RMB in thousands) |
| | | | | |
| | Sales of goods and services rendered: | | | |
| | Sales of materials and finished goods to: | | | |
| | Chinalco and its subsidiaries | 8,844,205 | 7,040,457 | 11,085,064 |
| | Associates of Chinalco | 102,723 | 170,338 | 703,628 |
| | Joint ventures of Chinalco | - | 142 | - |
| | Joint ventures | 52,318 | 48,903 | 79,034 |
| | Associates | 1,400,098 | 2,146,870 | 2,165,445 |
| | |
|
|
|
| | | | | |
| | | 10,399,344 | 9,406,710 | 14,033,171 |
| | |
|
|
|
| | | | | |
| | Provision of utility services to: | | | |
| | Chinalco and its subsidiaries | 390,368 | 390,046 | 302,571 |
| | Associates of Chinalco | 18,233 | 17,750 | 14,803 |
| | Joint Ventures | 11,628 | 113 | - |
| | Associates | 10,014 | 1,977 | 553 |
| | |
|
|
|
| | | | | |
| | | 430,243 | 409,886 | 317,927 |
| | |
|
|
|
| | | | | |
| | Provision of engineering, construction and supervisory services to: | | | |
| | Chinalco and its subsidiaries | 40,259 | 68,634 | 62,375 |
| | An associate | 19 | - | - |
| | |
|
|
|
| | | | | |
| | | 40,278 | 68,634 | 62,375 |
| | |
|
|
|
| | | | | |
| | Provision of products processing services to: Chinalco and its subsidiaries | 1,357 | 3,169 | - |
| | |
|
|
|
| | | | | |
| | Rental revenue of land use rights and buildings to: Chinalco and its subsidiaries | 5,524 | 34,887 | 34,281 |
| | Associates of Chinalco | 124 | - | 249 |
| | |
|
|
|
| | | | | |
| | | 5,648 | 34,887 | 34,530 |
| | |
|
|
|
| | | | | |
| | Purchase of goods and services: | | | |
| | Purchases of engineering, construction and supervisory services from: | | | |
| | Chinalco and its subsidiaries | 1,842,045 | 987,706 | 1,610,428 | |
| | Associates of Chinalco | 140 | - | - |
| | |
|
|
|
| | | | | |
| | | 1,842,185 | 987,706 | 1,610,428 |
| | |
|
|
|
| | | | | |
| | Purchases of key and auxiliary materials and finished goods from: | | | |
| | Chinalco and its subsidiaries | 3,799,542 | 3,009,894 | 1,710,841 |
| | Associates of Chinalco | 254 | 386,609 | - |
| | Joint ventures | 1,076,867 | 1,268,123 | 1,276,078 |
| | Associates | 380,255 | 762,003 | 414,539 |
| | |
|
|
|
| | | | | |
| | | 5,256,918 | 5,426,629 | 3,401,458 |
| | |
|
|
|
| | | | | |
| | Provision of social services and logistics services by: | | | |
| | Chinalco and its subsidiaries | 243,865 | 312,626 | 324,872 |
| | |
|
|
|
| | | | | |
| | Provision of utilities services by: | | | |
| | Chinalco and its subsidiaries | 186,007 | 414,745 | 643,597 |
| | Joint Ventures | 27 | - | - |
| | |
|
|
|
| | | | | |
| | | 186,034 | 414,745 | 643,597 |
| | |
|
|
|
| | | | | |
| | Provision of products processing services by Chinalco and its subsidiaries | 64,377 | 76,075 | 62,623 |
| | |
|
|
|
| | | | | |
| | Rental expenses for buildings and land use rights charged by Chinalco and its subsidiaries | 600,892 | 561,528 | 590,657 |
| | | | | |
| | |
|
|
|
| | | | | |
| | Other significant related party transactions: | | | |
| | Borrowing from a subsidiary of Chinalco | 1,000,000 | 1,429,000 | 5,929,000 |
| | |
|
|
|
| | | | | |
| | Interest expense on borrowing from a subsidiary of Chinalco | 40,922 | 38,772 | 137,777 |
| | |
|
|
|
| | | | | |
| | Entrusted Loan from a subsidiary of Chinalco | 70,000 | 70,000 | - |
| | |
|
|
|
| | | | | |
| | Entrusted loan and other borrowings to: | | | |
| | Joint ventures | 726,235 | 764,000 | 140,000 |
| | An associate | 26,106 | - | - |
| | Chinalco and its subsidiaries | 393,000 | - | - |
| | |
|
|
|
| | | | | |
| | | 1,145,341 | 764,000 | 140,000 |
| | |
|
|
|
| | | | | |
| | Interest income on entrusted loan and other borrowings to: | | | |
| | Joint ventures | 69,462 | 60,459 | 14,061 |
| | An associate | 2,518 | 88 | - |
| | Chinalco and its subsidiaries | 34,923 | 2,027 | - |
| | |
|
|
|
| | | | | |
| | | 106,903 | 62,574 | 14,061 |
| | |
|
|
|
| | | | | |
| | Disposal of the Aluminum Fabrication Segment and transferred loan to Chinalco and its subsidiaries | 10,614,000 | - | - |
| | |
|
|
|
| | | | | |
| | Disposal of investments in a joint venture and an associate to Chinalco | 264,714 | - | - |
| | |
|
|
|
| | | | | |
| | Disposal of a subsidiary to a subsidiary of Chinalco | 12,953,368 | - | - |
| | |
|
|
|
| | | | | |
| | Interest income from the unpaid disposal proceeds from: Chinalco and its subsidiaries | 250,124 | 542,811 | 326,217 |
| | |
|
|
|
| | | | | |
| | Disposal assets under sale and leaseback contract to a subsidiary of Chinalco | - | 300,000 | 1,150,000 |
| | |
|
|
|
| | | | | |
| | Finance lease under sale and leaseback contract to a subsidiary of Chinalco | - | 304,239 | 1,150,164 |
| | |
|
|
|
| | | | | |
| | Provision of financial guarantees to: | | | |
| | Joint ventures | 381,800 | 345,760 | 340,900 |
| | An associate | - | 23,710 | 17,470 |
| | |
|
|
|
| | | | | |
| | | 381,800 | 369,470 | 358,370 |
| | |
|
|
|
| | | | | |
| | Financial guarantees provided by: Subsidiaries of Chinalco | 20,000 | 138,000 | 12,000 |
| | |
|
|
|
| | Discounted notes receivables to a subsidiary of Chinalco | 1,278,907 | 118,757 | 122,000 |
| | |
|
|
|
| | | | | |
| We are exposed to various types of market risks, including credit risk relating to financial assets and changes in foreign exchange rates, interest rates and the prices of alumina and primary aluminum, in the normal course of business. |
| |
| We borrow short-term, medium-term and long-term funds, including variable rate debts, principally denominated in Renminbi. We hedge a limited amount of our sales through the trade of futures contracts on the SHFE and LME. Our hedging activities are subject to policies approved by our senior management. Substantially all of the financial instruments we hold are for purposes other than trading. |
| |
| The following discussion, which contains "forward-looking statements" that involve risks and uncertainties, summarize our market-sensitive financial instruments. Such discussions address markets risk only and do not present other risks, which we face in the normal course of business. |
| |
| Credit Risk |
| |
| Credit risk arises from balances with banks and financial institutions, short-term investments, trade and notes receivables, other current and non- current receivables as well as credit exposures of customers, including outstanding receivables and committed transactions. We also provide financial guarantees to certain subsidiaries, a joint venture and a third party entity. The carrying amounts of these receivables and amounts of financial guarantees represent our maximum exposure to credit risk in relation to our financial assets and guarantees. |
| |
| We maintain a significant majority of our bank balances and cash and short-term investments in several major state-owned banks in the PRC. The directors are of the opinion that these assets are not exposed to significant credit risk. |
| |
| With regard to receivables, the marketing department assesses the credit quality of the customers and related parties, taking into account their financial positions, past experience and other factors. We perform periodic credit evaluations of our customers and believe that adequate provisions for impairment of receivables have been made in the financial statements. Management does not expect any further losses from non-performance by these counterparties. |
| |
| For the year ended December 31, 2015, revenues of approximately RMB31,818 million are derived from entities directly or indirectly owned or controlled by the PRC government including Chinalco. There were no other individual customers from whom we have derived revenue of more than 10% of our revenue during the year ended December 31, 2013, 2014 and 2015. Thus, the Directors are of the opinion that we were not exposed to any significant concentration of credit risk as at December 31, 2013, 2014 and 2015. |
| |
| Foreign Exchange Rate Risk |
| |
| We conduct our business primarily in Renminbi, which is our functional and reporting currency. We convert a portion of our Renminbi revenues into other currencies to meet foreign currency obligations and to pay for imported equipment and materials. |
| |
| Many foreign currency exchange transactions involving Renminbi, including foreign exchange transactions under our capital account, are subject to foreign exchange controls and require the approval of the SAFE. Actions taken by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. On July 21, 2005, the People's Bank of China announced a reform of its exchange rate system. Under the reform, the RMB is no longer effectively linked to the U.S. dollar but instead is allowed to fluctuate within a narrow and managed band against a basket of foreign currencies, according to market demand and supply conditions. In April 2012, the PRC government took a milestone step in turning the Renminbi into a global currency by doubling the size of its trading band against the U.S. dollar, pushing through a crucial reform that further liberalizes its financial markets. The People's Bank of China allows the Renminbi to rise or fall 1% from a mid-point every day, effective on April 16, 2012, compared with its previous 0.5% limit. The People's Bank of China allows the Renminbi to rise or fall 2% from a mid-point every day, effective on March 17, 2014, compared with its previous 1% limit. Any appreciation of the Renminbi will increase the prices of our export sales denominated in foreign currencies and reduce the Renminbi equivalent value of our trade and notes receivable denominated in foreign currencies, which may adversely affect our financial condition and results of operations. Our financial condition and operating performance may also be affected by changes in the value of currencies other than Renminbi in which our earnings and obligations are denominated. |
| |
| Our bank balances and cash on hand as of December 31, 2015 amounted to RMB22,487.9 million, including Renminbi balances and foreign currency deposits of U.S. dollar, HK dollar, Euro, Australian dollar and Indonesian Rupiah, which translated into RMB1,492.8 million, RMB3.0 million, RMB0.8 million, RMB2.5 million and RMB1.8 million, respectively. Most of our sales are domestic and as such we have a limited amount of foreign currency denominated trade and notes receivable. As of December 31, 2015, we had foreign currency denominated loans with principal amount of RMB23 million in Japanese Yen and RMB3,711 million in U.S. dollars. In addition, as of December 31, 2015, our trade and notes receivables denominated in U.S. dollars amounted to RMB1,451 million. |
| |
| As at December 31, 2015, if RMB had appreciated/weakened by 5% against USD with all other variables held constant, the comprehensive income for the year would have been approximately RMB177 million lower/higher, mainly as a result of foreign exchange gains and losses arising from translation of USD-denominated borrowings and receivables. Profit was less sensitive to the fluctuation in the RMB/USD exchange rates in 2015 than in 2014 and 2013, mainly due to the decrease in the USD denominated cash and receivables. |
| |
| As the assets and liabilities denominated in other foreign currencies other than USD were minimal relative to our total assets and liabilities, our directors are of the opinion that our Group was not exposed to any significant foreign currency risk arising from these foreign currency denominated assets and liabilities as of December 31, 2014 and 2015. |
| |
| Interest Rate Risk |
| |
| As of December 31, 2015, as our Group had no significant interest-bearing assets except for bank deposits, entrusted loans, receivables arising from disposal of subsidiaries, business and assets and a prepayment paid to a supplier, our Group's income and operating cash flows are substantially independent of changes in market interest rates. |
| |
| Most of our 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 interest rates of entrusted loans and a deposit paid to a supplier are fixed, the interest rate of the receivables from disposal of subsidiaries, business and assets to Chinalco is at the rate of one-year bank loan determined by People's Bank of China at the payment date and the interest rate of the receivables from disposal of an entity to a subsidiary of Chinalco is LIBOR plus 0.9%. As the interest rates applied to the deposits and receivables from disposal of subsidiaries, business and assets were relatively low and the interest rates applied to the entrusted loans and a prepayment paid to a supplier were fixed, our directors are of the opinion that our Group was not exposed to any significant interest rate risk for its financial assets held as of December 31, 2014 and 2015. |
| |
| The interest rate risk for our Group's financial liabilities primarily arises from interest-bearing loans. Loans borrowed at floating interest rates expose us to cash flow interest rate risk. We enter into debt obligations to support general corporate purposes including capital expenditures and working capital needs. Our 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. |
| |
| Management's Report on Internal Control over Financial Reporting |
| |
| Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act. Our internal control over financial reporting is a process designed 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. |
| |
| Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company's assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. |
| |
| Under the supervision of and with the participation of the principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31,2015 based on the framework in Internal Control. |
| |
| Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission in May 2013. Based on our evaluation under the framework in Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that, as of December 31, 2015, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRSs. |
| |
| The effectiveness of our internal controls over financial reporting as of December 31, 2015 has been audited by Ernst & Young Hua Ming LLP, an independent registered public accounting firm, as stated in their report which is included herein. |
| |
| Changes in Internal Control over Financial Reporting |
| |
| During 2015, there have been no material changes in our internal control over financial reporting that occurred during the fiscal year covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. |
| |
| Effective from December 29, 2015, we have engaged Ernst & Young Hua Ming LLP as the Company's independent registered public accounting firm, and dismiss Ernst & Young. The change of the Company's independent registered public accounting firm was resolved by our Board of Directors as recommended by our audit committee on November 13, 2015, and approved by our shareholders at the annual general meeting on December 29, 2015. The decision was not made due to any disagreements with Ernst & Young. |
| |
| Ernst & Young's audit reports on our consolidated financial statements as of December 31, 2014 and 2013 and for each of the two years ended December 31, 2014 and 2013 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Ernst & Young on the effectiveness of the Company's internal control over financial reporting as of December 31, 2014 did not contain an adverse opinion, nor was it qualified or modified. |
| |
| During each of the years ended December 31, 2014 and 2013 and the subsequent interim period through December 28, 2015, there were (i) no disagreements between the Company and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Ernst & Young's satisfaction, would have caused Ernst & Young to make reference thereto in their reports, and (ii) no "reportable events" requiring disclosure pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F in connection with the Company's annual report on Form 20-F. |
| |
| The Company provided Ernst & Young with a copy of the disclosures it is making in this annual report on Form 20-F and requested from Ernst & Young a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Ernst & Young's letter dated April 15, 2016 is attached as Exhibit 15.1. |
| |
| During each of the two years ended December 31, 2014 and 2013 and the subsequent interim period through December 28, 2015, we have not consulted with Ernst & Young Hua Ming LLP regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Ernst & Young Hua Ming LLP concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement pursuant to Item 16F(a)(1)(iv) of the instructions to Form 20-F, or (iii) any "reportable event" as described in pursuant to Item 16F(a)(1)(v) of the instructions to Form 20-F. |
| |
| | 2013 | 2014 | 2015 |
| |
|
|
|
| Notes | RMB'000 | RMB'000 | RMB'000 | USD'000 |
|
|
|
|
|
|
| | | | | |
Net cash flows from operating activities | 35 | 8,281,407 | 13,818,759 | 7,231,450 | 1,116,344 |
| |
|
|
|
|
| | | | | |
Investing activities | | | | | |
Purchases of intangible assets | | (527,409) | (106,077) | (34,610) | (5,343) |
Purchases of property, plant and equipment | | (8,486,568) | (8,038,327) | (8,689,820) | (1,341,477) |
Purchases of land use rights and leasehold land | | (32,546) | (295,506) | (139,624) | (21,554) |
Proceeds from disposal of property, plant and equipment | | 489,893 | 219,490 | 805,764 | 124,389 |
Proceeds from disposal of intangible assets | | - | 11,637 | - | - |
Proceeds from disposal of a joint venture and associates | | 264,474 | 7,993 | 1,857,993 | 286,825 |
Proceeds from disposal of land use rights | 8 | - | - | 554,554 | 85,608 |
Acquisitions of subsidiaries, net of cash acquired | | 392,678 | - | (30,000) | (4,631) |
Disposal of Jiaozuo Wanfang, net of cash disposed of | | (190,786) | - | - | - |
Proceeds from disposal of subsidiaries and Alumina Production Line of Guizhou Branch of the Company | | 1,931,770 | 3,639,193 | 1,568,950 | 242,204 |
Interest received from unpaid disposal proceeds | | - | 654,028 | 389,758 | 60,168 |
Proceeds from disposal of Chalco Iron Ore, net of cash disposed of | | (8,545) | 2,801,901 | 2,680,288 | 413,765 |
Disposal of Shanxi Huaxing, net of cash disposed of | | - | - | 590,650 | 91,181 |
Disposal of Ningxia Photovoltaic subsidiaries, net of cash disposed of | | - | - | (189) | (29) |
Investments in joint ventures | 9(a) | (180,800) | - | (10,263) | (1,584) |
Investments in associates | 9(b) | (1,660,485) | (67,358) | (1,365,230) | (210,755) |
Prepaid equity investment | | - | - | (150,000) | (23,156) |
Proceeds from disposal of available-for-sale equity investments, net | | 5,500 | 6,899 | - | - |
Proceeds from (purchases)/disposal of financial products | | - | (4,635,600) | 4,410,780 | 680,907 |
Investment income from short-term investments | 28(b) | 18,746 | 71,023 | 38,469 | 5,939 |
Dividends received | | 38,390 | 58,929 | 320,857 | 49,532 |
Interest received from loans and borrowings and others | | 54,742 | 155,922 | 14,639 | 2,260 |
Decrease/(increase) in restricted cash | | 15,679 | (4,000) | 8,500 | 1,312 |
Proceeds/(Payment) from settlement of futures, options and forward foreign exchange contracts, net | | 176,106 | 181,768 | (680,685) | (105,080) |
Payment for acquisition of a subsidiary acquired in prior year | | - | (36,958) | - | - |
Loans to related parties | 36 | (1,145,341) | (764,000) | (140,000) | (21,612) |
Loans repaid by related parties | | 1,217,780 | 972,139 | 111,000 | 17,135 |
Loan to a third party | | (196,000) | (68,439) | - | - |
Deposit for investment projects | | (79,961) | - | - | - |
Assets related government grants received | | 295,254 | 392,499 | 840,769 | 129,790 |
Others | | (78,640) | (78,494) | - | - |
| |
|
|
|
|
| | | | | |
Net cash flows (used in)/from investing activities | | (7,686,069) | (4,921,338) | 2,952,550 | 455,794 |
| |
|
|
|
|
| | | | | |
| Name | Place of registration and business | Registered capital | Principal activities | Percentage of equity attributable to the Company |
| | | | | Direct | Indirect |
|
|
|
|
|
|
|
| | | | | | |
| Fushun Aluminum Co., Ltd. ( ) | PRC/Mainland of China | 1,430,000 | Aluminum smelting, manufacture and distribution of nonferrous metals | 100% | - |
| | | | | | |
| Zunyi Aluminum Co., Ltd. ( ) | PRC/Mainland of China | 802,620 | Manufacture and distribution of primary aluminum | 62.10% | - |
| | | | | | |
| Chalco Zunyi Alumina Co., Ltd. ( ) | PRC/Mainland of China | 1,400,000 | Manufacture and distribution of alumina | 73.28% | - |
| | | | | | |
| Shandong Huayu Alloy Materials Co., Ltd. ("Shandong Huayu") ( ) | PRC/Mainland of China | 1,627,697 | Manufacture and distribution of primary aluminum and aluminum alloy | 55% | - |
| | | | | | |
| Gansu Hualu Aluminum Co., Ltd. ("Gansu Hualu") ( ) | PRC/Mainland of China | 529,240 | Manufacture and distribution of primary aluminum | 51% | - |
| | | | | | |
| Chalco Hong Kong Ltd. ("Chalco Hong Kong") ( ) | Hong Kong | HKD849,940 in thousand | Overseas investments and alumina import and export activities | 100% | - |
| | | | | | |
| Chalco Mining Co., Ltd. ( ) | PRC/Mainland of China | 760,000 | Manufacture, acquisition and distribution of bauxite mines, limestone ore, aluminum magnesium ore and related non-ferrous metal products | 100% | - |
| | | | | | |
| Gansu Huayang Mining Development Co., Ltd. (![](https://capedge.com/proxy/20-F/0001161611-16-000148/image_115a.jpg)
) | PRC/Mainland .of China | 16,670 | Manufacture and distribution of coal and other mineral products | 70% | - |
| | | | | | |
| Chalco Energy Co., Ltd. ( ) | PRC/Mainland of China | 819,993 | Thermoelectric supply and investment management | 100% | - |
| | | | | | |
| China Aluminum Ningxia Energy Group Co.,Ltd. ("Ningxia Energy") ( ) | PRC/Mainland of China | 5,025,800 | Thermal power, wind power and solar power generation, coal mining, and power related equipment manufacturing | 70.82% | - |
| | | | | | |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES(Continued) |
| | |
| 2.20 | Cash and cash equivalents |
| | |
| | For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise 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, less bank overdrafts which are repayable on demand and form an integral part of the Group's cash management. |
| | |
| | For the purpose of the consolidated statement of financial position, cash and cash equivalents comprise cash on hand and at banks, including term deposits, and assets similar in nature to cash, which are not restricted as to use. |
| | |
| 2.21 | Government grants |
| | |
| | Government grants are recognized when the Group fulfils the conditions attached to them and there is reasonable assurance that the grant will be received. When the government grant is in the form of monetary assets, it is measured at the actual amount received. When the grant is provided based on a pre-determined rate, it is measured at the fair value of the amount receivable. |
| | |
| | Asset-related government grants are recognized when the government document designates that the government grants are used for constructing or forming long-term assets. If the government document is inexplicit, the Group should make a judgement based on the basic conditions to obtain the government grants, and recognizes them as asset-related government grants if the conditions are to construct or to form long-term assets. Otherwise, the government grants should be income-related. |
| | |
| | Asset-related government grants are recognized as deferred income and are amortized evenly in profit or loss over the useful lives of the related assets. |
| | |
| | Income-related government grants that are used to compensate subsequent related expenses or losses of the Group are recognized as deferred income and recorded in profit or loss when the related expenses or losses are incurred. When the grant used to compensate expenses or losses that were already incurred, they are directly recognized in profit or loss for the current period. |
| | |
| 2.22 | Trade and notes payables and other payables |
| | |
| | Trade and notes payables and other payables are mainly obligations to pay for goods, equipment or services that have been acquired in the ordinary course of business from suppliers and service providers. These payables are classified as current liabilities if they are due within one year or less (or in the normal operating cycle of the business if longer). |
| | |
4. | REVENUE AND SEGMENT INFORMATION(Continued) |
| |
| (b) | Segment information(Continued) |
| | |
| | * | The alumina segment, which consists of the mining and purchasing of bauxite and other raw materials, the refining of bauxite into alumina, and the sale of alumina both internally to the Group's aluminum plants and externally to customers outside the Group. This segment also includes the production and sale of chemical alumina and metal gallium. |
| | | |
| | * | The primary aluminum segment, which consists of the procurement of alumina and other raw materials, supplemental materials and electricity power, and the smelting of alumina to produce primary aluminum which is sold to 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 energy segment, which consists of the research and development, production and operation of energy products, mainly includes coal mining, electricity generation by thermal power, wind power and solar power, and new energy related equipment manufacturing business. Sales of coals are mainly to the Group's internal and external coal consuming customers; electricity is sold to regional power grid corporations. |
| | | |
| | * | The trading segment, which consists of the trading of alumina, primary aluminum, aluminum fabrication products, other non-ferrous metal products, coal products, raw materials and supplemental materials and logistics and transport services to internal manufacturing plants and external customers in the PRC. The products are sourced from fellow subsidiaries of the Group and international and domestic suppliers of the Group. Sales of products manufactured by the Group's manufacturing business are included in the total revenue of the trading segment and are eliminated with the segment revenue of the respective segments which supplied the products to the trading segment. |
| | | |
| | * | Corporate and other operating segments, which mainly includes corporate management, research and development activities and others. |
| | | |
| | 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 operating segments were conducted on terms mutually agreed among group companies, and have been eliminated upon consolidation. |
| | |
| | | Year ended December 31, 2013 |
| | |
|
| | | Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Inter- segment elimination | Total |
| |
|
|
|
|
|
|
|
|
| | | | | | | | | |
| | Total revenue from continuing operations | 33,979,913 | 50,215,957 | 5,159,137 | 137,283,480 | 788,549 | (57,733,236) | 169,693,800 |
| | Inter-segment revenue | (27,276,190) | (18,068,029) | (261,865) | (11,991,918) | (135,234) | 57,733,236 | - |
| | |
|
|
|
|
|
|
|
| | | | | | | | | |
| | Sales of self-produced products (Note(i)) | | | | 31,514,827 | | | |
| | | | | | | | | |
| | Sales of products sourced from external suppliers | | | | 93,776,735 | | | |
| | | | | | | | | |
| | Revenue from external customers from continuing operations | 6,703,723 | 32,147,928 | 4,897,272 | 125,291,562 | 653,315 | - | 169,693,800 |
| | | | | | | | | |
| | Segment (loss)/profit before income tax from continuing operations | (1,800,990) | (2,780,041) | 948,840 | 547,086 | 4,167,769 | (187,490) | 895,174 |
| | | | | | | | | |
| | Income tax expense from continuing operations | | | | | | | (339,551) |
| | | | | | | | |
|
| | | | | | | | | |
| | Profit for the year from continuing operations | | | | | | | 555,623 |
| | | | | | | | |
|
| | | | | | | | | |
| | Other items for continuing operations: | | | | | | | |
| | Finance income | 28,132 | 63,594 | 68,595 | 142,705 | 313,550 | - | 616,576 |
| | Finance costs | (1,095,328) | (1,342,708) | (1,066,896) | (286,968) | (2,072,581) | - | (5,864,481) |
| | Share of profits of joint ventures | - | - | 126,326 | - | 22,423 | - | 148,749 |
| | Share of (losses)/profits of associates | (2,129) | 70,039 | 377,312 | - | 66,647 | - | 511,869 |
| | Amortisation of land use rights and leasehold land | (36,089) | (26,548) | (12,138) | (875) | (1,344) | - | (76,994) |
| | Depreciation and amortisation (excluding the amortisation of land use rights and leasehold land) | (3,169,703) | (2,791,640) | (1,080,293) | (5,748) | (113,642) | - | (7,161,026) |
| | Gain/(loss) on disposal of property, plant and equipment | 134,409 | 75,384 | (699) | - | (37) | - | 209,057 |
| | Gain on disposal of Alumina | | | | | | | |
| | Production Line | 33,247 | - | - | - | - | - | 33,247 |
| | Gain on acquisition of a subsidiary | - | - | 651,185 | - | - | - | 651,185 |
| | Gain on disposal and deemed disposal of subsidiaries | - | - | - | - | 6,218,010 | - | 6,218,010 |
| | Gain on previously held equity interest remeasured at acquisition-date fair value | - | - | 53,953 | - | - | - | 53,953 |
| | Impairment of property, plant and equipment | (68,340) | (284,403) | (118,453) | - | (29,963) | - | (501,159) |
| | Change for impairment of inventories (Note (ii)) | (44,359) | 128,962 | (206,725) | 42,714 | - | - | (79,408) |
| | Provision for impairment of receivables, net | (9,611) | (38,705) | (44,211) | (203,997) | (813) | - | (297,337) |
| | |
|
|
|
|
|
|
|
| | | | | | | | | |
| As at December 31, 2015, the Group was in the process of applying for the ownership certificates of buildings with a net carrying value of RMB5,105 million (December 31, 2014: RMB5,898 million). There has been no litigation, claims or assessments against the Group for compensation with respect to the use of these buildings to the date of approval of these financial statements. As at December 31, 2015, the carrying value of these buildings only represented approximately 3% of our total asset value (December 31, 2014: 3%). Management believes that it is probable that the Group can obtain the relevant ownership certificates from the appropriate authorities. The directors of the Company are of the opinion that the Group legally owns and has the rights to use the above property, plant and equipment, and that there is no material adverse impact on the overall financial position of the Group. |
| |
| For the year ended December 31, 2015, interest expenses of RMB476 million (2013 from continuing operations: RMB635 million, 2014: RMB533 million) arising from borrowings attributable to the construction of property, plant and equipment during the year were capitalized at an annual rate of 4.90% to 6.55% (2013: 4.05% to 6.25%, 2014: 5.80% to 7.10%) (note 29), and were included in "additions" to property, plant and equipment. |
| |
| As at December 31, 2015, the Group has pledged property, plant and equipment at a net carrying value amounting to RMB6,103 million (December 31, 2014: RMB9,249 million) for bank and other borrowings as set out in note 25 to the financial statements. |
| |
| As at December 31, 2015, the carrying value of temporarily idle property, plant and equipment of the Group is RMB6,257 million (December 31, 2014: RMB4,139 million). |
| |
| The net carrying amounting of the Group's fixed assets held under finance lease included in the total amounts of the machinery and construction in progress at December 31, 2015 were RMB6,097 million (2014: RMB1,675 million) and RMB888 million (2014: nil), respectively. The accumulated depreciation of the Group's fixed assets held under finance lease was RMB494 million (2014: RMB119 million). |
| |
| | Note: | |
| | | |
| | (i) | During the years ended December 31, 2014, the capital injections in the associates of the Group amounting to RMB67 million, were made in cash. In July 2014, the capital injection in an associate of the Group amounting to RMB21 million was made in machineries. |
| | | |
| | (ii) | In February 2013, Chalco Trading, a wholly-owned subsidiary of the Company, set up Jinpingguo Investment with two third parties of the Group, Pingguo Asia Aluminum Co., Ltd.*( ) and Guangxi Jinpingguo Aluminum Co., Ltd. ("Jinpingguo Investment")*( ). Chalco Trading held a 40% equity interest in Jinpingguo Investment. In May 2014, the board of directors of Jinpingguo Investment approved to liquidate Jinpingguo Investment because the aluminium scrap recycle project development did not produce positive results. As at December 31, 2014, the liquidation has been completed. |
| | | |
| | (iii) | In 2014, Ning Dong Power declared cash dividends of RMB59 million to Ningxia Energy. As at December 31, 2014, Ningxia Energy has received the dividends in cash. |
| | | |
| | (iv) | In February and August 2014, Jiaozuo Wanfang issued restricted shares of 32,130,000 and 1,840,000 to the incentive object, respectively, which led to the passive dilution of equity interest of the Company in Jiaozuo Wanfang from 17.75% to 17.246%. |
| | | |
| | (v) | In August 2015, the Company entered into an agreement with Chalco Resource, a subsidiary of Chinalco, pursuant to which the Company shall make a capital injection to Chalco Resource of RMB616.58 million in proportion to its 15% equity interest in Chalco Resource. As at December 31, 2015, the Company has made a capital injection of RMB246.63 million in cash, and still has the capital injection commitment amounting to RMB369.95 million. |
| | | |
| | (vi) | In August 2015, the Company signed a capital injection agreement with China Rare Earth pursuant to which the Company has made a capital injection of RMB400 million in cash in return for 14.62% equity interest in China Rare Earth. |
| | | |
| | Note: (Continued) |
| | | |
| | | |
| | (vii) | In November 2015, the Company together with its two subsidiaries, Chalco International Trading and Chalco Shanghai Kelin Co., Ltd. ( ) ("Shanghai Kelin") signed a capital injection agreement with Chinalco Asset Management Co., Ltd.*( ) ("Chinalco Asset Management") to inject capital to Chinalco Property Development Co., Ltd.* ( ) ("Chinalco Property Development") by way of injecting certain urban property assets and land use rights with appraised value amounting to RMB676.95 million and cash amounting to RMB696 million. Subsequent to the capital injection, the Group held a 24.12% equity interest in Chinalco Investment Development. The investment in Chinalco Property Development has been adjusted the impact of downstream transaction amounting to RMB111.3 million. The transaction generated disposal gain amounting to RMB350.22 million. |
| | | |
| | | In November 2015, Chinalco Property Development changed its name to Chinalco Investment Development Co., Ltd.*( ). |
| | | |
| | (viii) | In January 2015, Guangxi Investment signed an agreement with Fusheng Freight Co., Ltd.* ( ) ("Fusheng Freight") and Pinghai Industrial Trading Co., Ltd.* ( ) ("Pinghai Trading") to set up Guangxi Huazhong Cement Co., Ltd.* ( ) ("Guangxi Huazhong"). Pursuant to the agreement, Guangxi Investment, Fusheng Freight and Pinghai Trading shall make capital injection amounting to RMB42.9 million,RMB63.7 million and RMB15.9 million, respectively. As at December 31, 2015, Guangxi Investment has made a capital injection amounting to RMB21 million in return for 35% equity interest in Guangxi Huazhong and has the capital injection commitment amounting to RMB21.9 million. |
| | | |
| | (ix) | In April 2015, an associate of Ningxia Energy, Ningxia Ling Wu Power Co., Ltd*. ( ) ("Lingwu Power") declared cash dividends of RMB290 million to Ningxia Energy, among which RMB45 million has been used to make additional capital injection to Lingwu Power and the remaining amount of RMB245 million has been received in 2015.michelle |
| | | |
| | (x) | In November 2015, the Company has made a capital injection of RMB1.6 million in cash to Chalco Taiyue New Material Co. Ltd.* ( ). |
| | | |
| | (xi) | On January 5, 2015, the proposal regarding the transfer of 207,451,915 tradable shares in Jiaozuo Wanfang (represents 17.246% of all of the shares of Jiaozuo Wanfang) held by the Group was approved by the board of directors of the Company. During 2015, the Group disposed of 177,869,858 shares or 14.786% of Jiaozuo Wanfang and recognized the realized gain of RMB832 million. As of December 31, 2015, the Group held 2.46% of equity interest in Jiaozuo Wanfang. |
| | | |
| | (xii) | In August 2015, an associate of Ningxia Energy, Ningxia Ning Dong Power Co., Ltd*. ( ) ("Ning Dong Power") declared cash dividends of RMB88 million to Ningxia Energy which received the amount of RMB70 million before December 31, 2015. |
| | | |
| | (xiii) | In August 2015, an associate of the Company, ABC-CA declared and paid cash dividends of RMB6 million to the Company. |
| | | |
| | * | The English names represent the best effort by the management of the Group in translating their Chinese names as they do not have any official English names. |
| | | |
| | Note: | (Continued) |
| | | |
| | (ii) | On November 20, 2015, due to work arrangement, Mr. Luo Jianchuan resigned from the Executive Director and President of the Company, along with all the duties of various special committees. Mr. Ao Hong was elected to be the Executive Director in the second extraordinary shareholders' meeting in 2015 of the fifth session of the board of directors. |
| | | |
| | (iii) | Mr. Liu Caiming was elected as a non-executive director of the fifth session of the Board of the Company at the 2015 first extraordinary general meeting of the Company. |
| | | |
| | (iv) | On November 12, 2015, due to other work arrangement, Mr. Ma Si-hang resigned as an independent non-executive director and relevant duties of various special committees of the board of directors. Through the review of the election nomination committee of the fifth session of the board of directors and discussion of board of directors' 23th meeting, Mr. Lie-A-Cheong Tai-Chong, David was nominated to be the candidate of Non-executive Director. In the second extraordinary shareholders meeting in 2015, he was elected to be independent non-executive director of the fifth session of the board of directors. |
| | | |
| | (v) | Ms. Chen Lijie was elected as an independent non-executive director of the fifth session of the Board of the Company at the 2015 first extraordinary general meeting of the Company. |
| | | |
| | (vi) | Mr. Hu Shihai was elected as an independent non-executive director of the fifth session of the Board of the Company at the 2015 annual general meeting of the Company. |
| | | |
| | (vii) | On November 13, 2015, due to other work arrangement, Mr. Zhang Zhankui resigned as a supervisor of the Group. On November 13, 2015, Mr. Zhang Zhankui was appointed as chief financial officer. |
| | | |
| | (viii) | The controlling shareholder, Chinalco nominated Mr. Wang Jun as the candidate for the supervisor of the fifth session of the board of supervisors. Mr. Wang Jun was elected to be supervisor of the fifth session of the board of supervisors. |
| | | |
| | (ix) | On April 2, 2015, due to being under an investigation by the competent authority, Mr. Wu Zhenfang resigned as an independent non-executive Director and from relevant positions in the special committees under the Board of the Company by submitting a resignation to the Board. |
| | | |
| | (x) | Due to his age, Mr. Wu Jianchang resigned from the position of independent Non-executive Director of the Company, with effect from February 26, 2015. |
| | | |
| | Notes | 2013 | 2014 | 2015 |
|
|
|
|
|
|
| | | | | |
| Cash flows generated from operating activities | | | | |
| Profit/(loss) before income tax | | | | |
| From continuing operations | | 895,174 | (15,965,813) | 193,293 |
| From discontinued operation | 5 | (414,618) | - | - |
| | | | | |
| Adjustments for: | | | | |
| Share of profits and losses of joint ventures | 9(a) | (148,749) | (89,510) | (23,238) |
| Share of profits and losses of associates | 9(b) | (512,746) | (350,575) | (284,531) |
| Depreciation of property, plant and equipment | 7 | 6,969,075 | 6,967,819 | 6,868,929 |
| (Gain)/loss on disposal of other property, plant and equipment and land use rights, net | 28(b) | (242,304) | 44,144 | (18,075) |
| Impairment losses of property, plant and equipment | 7 | 501,159 | 5,679,521 | 10,011 |
| Impairment losses of intangible assets | 6 | 7 | 108,424 | - |
| Impairment losses of land use rights and leasehold land | 8 | - | 140,804 | - |
| Amortisation of intangible assets | 6 | 278,691 | 288,249 | 255,098 |
| Amortisation of land use rights and leasehold land | 8 | 80,219 | 84,608 | 86,969 |
| Amortisation of prepaid expenses included in other non-current assets | 12 | 73,598 | 142,126 | 83,992 |
| Realized and unrealized (gains)/loss on futures, option and forward contracts | 28(b) | (96,096) | (266,867) | 690,818 |
| Gain on disposal of Shanxi Huaxing | 28(b) | - | - | (2,588,134) |
| Loss on disposal of Ningxia photovoltaic subsidiaries | | - | - | 18,873 |
| Gain on disposal of Jiaozuo Wanfang | 28(b) | (804,766) | - | (832,369) |
| Gain on disposal aluminum production buildings and plants of Guizhou Branch | 28(b) | - | - | (1,364,821) |
| Gain on disposal of land use right of Gansu Hualu | 28(b) | - | - | (375,025) |
| Gain on disposal of urban properties for capital injection | 28(b) | - | - | (350,218) |
| Gain on disposal of Hong Kong properties | 28(b) | - | - | (209,735) |
| Gain on acquisition of a subsidiary | 28(b) | (651,185) | - | - |
| Gain on disposal of Chalco Iron Ore | 28(b) | (5,413,244) | - | - |
| Gain on disposal of investments in a joint venture and an associate | 28(b) | (5,709) | - | - |
| Gain on previously held equity interest remeasured at acquisition-date fair value | 28(b) | (53,953) | - | - |
| Receipt from government subsidies | | (134,806) | (154,726) | (280,535) |
| Interest income | | (2,928) | (605,385) | (340,278) |
| Interest expense | | 6,134,531 | 6,720,132 | 5,949,665 |
| Gain on financial products | 28(b) | 18,749 | 71,023 | (38,469) |
| Change in special reserve | | 37,488 | 65,450 | (103,364) |
| Others | | 46,941 | - | (3,085) |
| | |
|
|
|
| | | | | |
| | | 6,554,528 | 2,879,424 | 7,345,771 |
| | |
|
|
|
| | | | | |
| | (xiii) | Transfer of the Property Assets of Chalco Hong Kong to Chinalco assets holdings |
| | | |
| | | In November 2015, Chalco Hong Kong and Chinalco Assets Holdings entered into an asset transfer agreement, pursuant to which, Chalco Hong Kong agreed to dispose of the property assets ("HK Property") of Chalco Hong Kong to Chinalco Assets Holdings. The appraised value of the properties was HKD372 million (equivalent to RMB311 million) as at the Benchmark Date of September 30, 2015. According to the asset transfer agreement, 30% of the total consideration, i.e. HKD112 million (equivalent to RMB93 million), shall be paid to Chalco Hong Kong by Chinalco Assets Holdings in December 2015, and the remaining 70% of the total consideration shall be paid before June 30, 2016. The transaction between the Group and Chinalco Assets Holdings constituted a connected transaction. |
| | | |
| | | The Group disposed of the Hong Kong property with carrying value of RMB102 million and recognized a gain of RMB210 million. In December 2015, the Group received the first batch of the asset transfer consideration of RMB93 million. |
| | | |
| | (xiv) | As disclosed in note 39, the Group acquired relevant assets and liabilities of High-Purity Aluminum Plant and Light Metal Material Plant ("High Purity Aluminum and Light Metal") from Baotou Group which also constituted a connected transaction. |
| | | |
| | (xv) | As disclosed in note 9(b), the capital injection to Chalco Resource constituted a connected transaction. |
| | | |
| | (xvi) | As disclosed in note 9(b), the capital injection to China Rare Earth constituted a connected transaction. |
| | | |
| | (xvii) | During the year 2013, the Group disposed Aluminum Fabrication Segment, assets of an alumina production line, and transferred receivables to Chinalco at consideration of RMB10,614.6 million. |
| | | |
| | (xviii) | During the year 2013, the Group disposed its 50% equity interest in Chalco Sapa and its 40% equity interest in Guizhou Chalco to Chinalco at consideration of RMB264.5 million. |
| | | |
| | (xix) | During the year 2013, the Group disposed a 65% equity interest in Chalco Iron Ore to Chinalco Overseas Holding, a wholly-owned subsidiary of Chinalco at consideration of USD2,118 million (equivalent of RMB12,953 million). |
| | | |