1934 ACT FILE NO. 001-15264 SECURITIES AND EXCHANGE COMMISSION FORM 6-K Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 of For the month of April 2017 Aluminum Corporation of China Limited No. 62 North Xizhimen Street Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(1): __________ Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(7): __________ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Aluminum Corporation of China Limited (Registrant) | |
Date April 27, 2017 |
By /s/ Zhang Zhankui |
Certain statements contained in this announcement may be regarded as "forward-looking statements" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company specifically disclaims any obligation to update these forward-looking statements, unless required by applicable laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this announcement. |
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2 | Corporate Profile | |
6 | Corporate Information | |
9 | Financial Summary | |
15 | Directors, Supervisors, Seniors Management and Employees | |
32 | Particulars and Changes of Shareholding Structure, and Details of Substantial Shareholders | |
40 | Chairman's Statement | |
50 | Management's Discussion and Analysis of Financial Position and Results of Operations | |
59 | Report of the Board | |
79 | Report of the Supervisory Committee | |
85 | Report on Corporate Governance and Internal Control | |
108 | Significant Events | |
116 | Connected Transactions | |
135 | Independent Auditors' Report | |
142 | Consolidated Statement of Financial Position | |
145 | Consolidated Statement of Comprehensive Income | |
147 | Consolidated Statement of Changes in Equity | |
149 | Consolidated Statement of Cash Flows | |
151 | Notes to Financial Statements |
• | its leading strategic position in the alumina and primary aluminum markets in the PRC; |
• | its active promotion on strategic transformation and clear development strategy; |
• | its ownership of adequate and stable supply of bauxite resources to ensure sustainable development; |
• | its reasonable industrial chain with alumina, primary aluminum and alloy materials businesses as its core; |
• | its excellent management team and a group of highly skilled technical expertise of a complete range; |
• | its sustainable scientific innovation capacity and technological achievement transformation capacity; |
• | its advanced enterprise culture and good brand image. |
• | Henan branch (mainly engaged in producing alumina products); |
• | Guizhou branch (mainly engaged in producing primary aluminum products); |
• | Shanxi branch (mainly engaged in producing alumina products); |
• | Guangxi branch (mainly engaged in producing alumina products); |
• | Qinghai branch (mainly engaged in producing primary aluminum and alloy products); |
• | Lanzhou branch (mainly engaged in producing primary aluminum and alloy products); |
• | Liancheng branch (mainly engaged in producing primary aluminum and alloy products). |
• | Shanxi Huaze Aluminum & Power Co., Ltd. ("Shanxi Huaze") (mainly engaged in producing primary aluminum and alloy products); |
• | Shanxi Huasheng Aluminum Co., Ltd. ("Shanxi Huasheng") (mainly engaged in producing primary aluminum products); |
• | Fushun Aluminum Co., Ltd. ("Fushun Aluminum") (mainly engaged in producing carbon products); |
• | Zunyi Aluminum Co., Ltd. ("Zunyi Aluminum") (mainly engaged in producing primary aluminum products); |
• | Shandong Huayu Alloy Materials Co., Ltd. ("Shandong Huayu") (mainly engaged in producing alloy products); |
• | Baotou Aluminum Co., Ltd. ("Baotou Aluminum") (mainly engaged in producing primary aluminum and alloy products); |
• | Chalco Mining Co., Ltd. ("Chalco Mining") (mainly engaged in mining bauxite); |
• | Chalco Zhongzhou Mining Co., Ltd. ("Zhongzhou Mining") (mainly engaged in mining bauxite); |
• | China Aluminum International Trading Co., Ltd. ("Chalco Trading") (mainly engaged in the trading of non-ferrous metal products); |
• | Chalco Hong Kong Ltd. ("Chalco Hong Kong") (mainly engaged in developing overseas projects); |
• | Chalco Zunyi Alumina Co., Ltd. ("Zunyi Alumina") (mainly engaged in producing alumina products); |
• | Chalco Shandong Co., Ltd. ("Chalco Shandong") (mainly engaged in producing alumina products); |
• | Chalco Zhongzhou Aluminum Co., Ltd. ("Zhongzhou Company") (中鋁中州鋁業有限公司) (mainly engaged in producing alumina products); |
• | Chalco Zhengzhou Research Institute of Non-ferrous Metal ("Zhengzhou institute") (中國鋁業鄭州有色金屬研究院有限公司) (mainly engaged in research and development services); |
• | Chalco Energy Co., Ltd. ("Chalco Energy") (mainly engaged in energy development); |
• | Chalco Ningxia Energy Group Co., Ltd. ("Ningxia Energy") (mainly engaged in power generation and coal resources development); |
• | Guizhou Huajin Aluminum Co., Ltd. ("Guizhou Huajin") (mainly engaged in producing alumina products); |
• | China Aluminum Logistics Group Corporation Co., Ltd ("Chalco Logistics") (mainly engaged in logistics transportation); |
• | Chinalco Shanghai Company Limited ("Chinalco Shanghai")(中鋁(上海)有限公司) (mainly engaged in trading and engineering project management); |
• | Chinalco Shanxi Jiaokou Xinghua Technology Co., Ltd. ("Xinghua Technology") (中鋁集團山西交口興華科技股份有限公司) (mainly engaged in producing alumina products). |
• | Guangxi Huayin Aluminum Company Limited ("Guangxi Huayin") (mainly engaged in producing alumina products); |
• | Shanxi Huaxing Alumina Co., Ltd. ("Shanxi Huaxing") (mainly engaged in producing alumina products). |
• | Hua Dian Ningxia Ling Wu Power Co., Ltd. ("Ling Wu Power") (華電寧夏靈武發電有限公司) (mainly engaged in thermal power generation). |
1. | Registered name | 中國鋁業股份有限公司 |
Abbreviation of Chinese name | 中國鋁業 | |
Name in English | ALUMINUM CORPORATION OF CHINA LIMITED | |
Abbreviation of English name | CHALCO | |
2. | First registration date | 10 September 2001 |
Registered address | No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC (Postal code: 100082) | |
Place of business | No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC (Postal code: 100082) | |
Principal place of business in Hong Kong | 6th Floor, Nexxus Building, 41 Connaught Road, Central,Hong Kong | |
3. | Legal representative | Yu Dehui |
Company Secretary (Secretary to the Board) | Zhang Zhankui | |
Telephone | +86(10) 8229 8322 | |
Fax | +86(10) 8229 8158 | |
IR@chalco.com.cn | ||
Address | No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC (Postal Code: 100082) | |
Representative for the Company's securities related affairs | Yang Ruijun | |
Telephone | +86(10) 8229 8322 | |
Fax | +86(10) 8229 8158 | |
IR@chalco.com.cn | ||
Address | No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC (Postal Code: 100082) | |
Department for corporate information and inquiry | Office to the Board | |
Telephone for corporate information and inquiry | +86(10) 8229 8560 | |
4. | Share registrar and transfer office | |
H shares: | Hong Kong Registrars Limited 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong | |
A shares: | China Securities Depository and Clearing Corporation Limited, Shanghai Branch 3/F, China Insurance Building, No. 166, Lujiazui Road (East), Shanghai, the PRC | |
American Depositary Receipt: | The Bank of New York Corporate Trust Office 101 Barclay Street, New York 10286, USA | |
5. | Places of listing | The Stock Exchange of Hong Kong Limited |
Shanghai Stock Exchange | ||
New York Stock Exchange, Inc | ||
Stock name | CHALCO | |
Stock codes | 2600 (HK) | |
ACH (US) | ||
601600 (China) | ||
6. | Principal bankers | China Construction Bank |
Industrial and Commercial Bank of China | ||
7. | Unified social credit code for corporate legal person | 911100007109288314 |
8. | Independent auditors | Ernst & Young |
Certified Public Accountants | ||
22/F, CITIC Tower, 1 Tim Mei Avenue, | ||
Central, Hong Kong | ||
Ernst & Young Hua Ming LLP | ||
16/F, Ernst & Young Tower, | ||
Oriental Plaza, | ||
1 East Chang'an Avenue, Dongcheng District, | ||
Beijing, the PRC | ||
Postal code:100738 |
9. | Legal advisers | as to Hong Kong law and United States law: |
Baker & McKenzie | ||
14/F, Hutchison House, | ||
10 Harcourt Road, | ||
Central, Hong Kong | ||
as to PRC law: | ||
Jincheng Tongda & Neal Law Firm | ||
10/F, China World Trade Tower 3, | ||
No. 1 Jianguomenwai Avenue, Chaoyang District, | ||
Beijing, the PRC | ||
10. | Corporate information database | Office to the Board |
1. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS |
The revenue of the Group for the year ended 31 December 2016 amounted to RMB144,066 million, representing a year-on-year increase of 16.68%. Profit attributable to the owners of the parent for the year amounted to RMB402 million, and profit per share attributable to the owners of the parent for the year amounted to RMB0.02. The following is the summary of the consolidated statements of comprehensive income for the year 2016 and year 2012 to year 2015: |
For the year ended 31 December | ||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||||||||||
(Restated | ) | (Restated | ) | (Restated | ) | (Restated | ) | |||||||||
Continuing operations | ||||||||||||||||
Revenue | 144,065,518 | 123,475,434 | 142,059,691 | 169,765,244 | 143,781,637 | |||||||||||
Cost of sales | (133,508,536 | ) | (120,982,778 | ) | (141,438,233 | ) | (167,014,321 | ) | (143,752,327 | ) | ||||||
Gross profit | 10,556,982 | 2,492,656 | 621,458 | 2,750,923 | 29,310 | |||||||||||
Selling expenses | (2,065,453 | ) | (1,784,114 | ) | (1,766,666 | ) | (1,875,207 | ) | (1,846,981 | ) | ||||||
Administrative expenses | (3,348,345 | ) | (2,346,565 | ) | (4,843,400 | ) | (2,958,199 | ) | (2,762,654 | ) | ||||||
Research and development expenses | (168,862 | ) | (168,870 | ) | (293,766 | ) | (193,620 | ) | (184,683 | ) | ||||||
Impairment loss on property, plant and equipment | (57,080 | ) | (10,011 | ) | (5,679,521 | ) | (501,159 | ) | (19,903 | ) | ||||||
Other revenue | 745,206 | 1,771,027 | 823,986 | 805,882 | 734,852 | |||||||||||
Other gains/(losses), net | 166,633 | 5,023,600 | 356,929 | 7,399,252 | (16,989 | ) | ||||||||||
Finance costs, net | (4,189,037 | ) | (5,148,626 | ) | (5,686,243 | ) | (5,251,207 | ) | (4,079,152 | ) | ||||||
Share of profits and losses of joint ventures | (95,508 | ) | 23,238 | 89,510 | 148,749 | 37,040 | ||||||||||
Share of profits and losses of associates | 115,091 | 284,531 | 350,575 | 511,869 | 256,081 |
1. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued) |
The following is the summary of the consolidated statements of comprehensive income for the year 2016 and year 2012 to year 2015: (Continued) |
For the year ended 31 December | ||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||||||||||
(Restated | ) | (Restated | ) | (Restated | ) | (Restated | ) | |||||||||
Profit/(loss) before income tax from continuing operations | 1,659,627 | 136,866 | (16,027,138 | ) | 837,283 | (7,853,079 | ) | |||||||||
Income tax (expense)/benefit from continuing operations | (404,172 | ) | 230,147 | (1,074,910 | ) | (339,551 | ) | 371,092 | ||||||||
Profit/(loss) for the year from continuing operations | 1,255,455 | 367,013 | (17,102,048 | ) | 497,732 | (7,481,987 | ) | |||||||||
Discontinued operation | ||||||||||||||||
Profit/(loss) for the year from discontinued operation | — | — | — | 207,144 | (1,187,299 | ) | ||||||||||
Profit/(loss) for the year | 1,255,455 | 367,013 | (17,102,048 | ) | 704,876 | (8,669,286 | ) | |||||||||
Profit/(loss) attributable to: | ||||||||||||||||
Owners of the parent | 402,494 | 148,622 | (16,269,477 | ) | 929,288 | (8,259,457 | ) | |||||||||
Non-controlling interests | 852,961 | 218,391 | (832,571 | ) | (224,412 | ) | (409,829 | ) | ||||||||
Proposed final dividend for the year | — | — | — | — | — |
1. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued) |
The following is the summary of the consolidated total assets and total liabilities of the Group: |
As at 31 December | ||||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||||||||||
(Restated | ) | (Restated | ) | (Restated | ) | (Restated | ) | |||||||||
Total assets | 190,076,946 | 192,058,404 | 194,821,976 | 201,355,583 | 176,978,732 | |||||||||||
Total liabilities | 134,489,457 | 140,164,878 | 153,515,916 | 146,067,341 | 122,330,802 | |||||||||||
Net assets | 55,587,489 | 51,893,526 | 41,306,060 | 55,288,242 | 54,647,930 |
2. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES |
Item | For the year ended 31 December 2016 | |||
RMB'000 | ||||
Operating loss | (118,132 | ) | ||
Profit for the year | 1,255,455 | |||
Profit attributable to owners of the parent | 402,494 | |||
Loss attributable to owners of the parent after excluding gains or losses from non-recurring items | (363,723 | ) | ||
Net cash flows generated from the operating activities | 11,518,674 |
2. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (Continued) |
Gains or losses from non-recurring items | For the year ended 31 December 2016 | |||
RMB'000 | ||||
Gains on disposal of non-current assets | 816,518 | |||
Other income | 745,206 | |||
Gain on fair value changes and disposal of financial assets and liabilities at fair value through profit or loss and gain on available-for-sale financial assets | (1,010,658 | ) | ||
Investment income from financial products | 15,905 | |||
Interest income from entrusted loans and other borrowings | 31,373 | |||
Reversal of provision for impairment of receivables | 56,394 | |||
Other non-operating income and expenses, net | 384,853 | |||
Gains from non-recurring items before income tax | 1,039,591 | |||
Income tax expense for gains from non-recurring items | (140,604 | ) | ||
Gains from non-recurring items, net of income tax | 898,987 | |||
Attributable to: | ||||
Owners of the parent | 766,217 | |||
Non-controlling interests | 132,770 |
2. | FINANCIAL SUMMARY PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (Continued) |
Principal accounting information and financial indicators for 2016 and 2015 of the Group: |
2016 | 2015 | Increase/ (decrease) for the year of 2016 over 2015 | ||||||||
RMB'000 | RMB'000 | (%) | ||||||||
(Restated | ) | |||||||||
Revenue | 144,065,518 | 123,475,434 | 16.68 | |||||||
Profit before income tax | 1,659,627 | 136,866 | 1,112.59 | |||||||
Profit attributable to owners of the parent | 402,494 | 148,622 | 170.82 | |||||||
Loss attributable to owners of the parent after excluding gains from non-recurring items | (363,723 | ) | (6,491,927 | ) | N/A | |||||
Basic earnings per share (RMB) | 0.02 | 0.01 | 100 | |||||||
Diluted earnings per share (RMB) | 0.02 | 0.01 | 100 | |||||||
Basic earnings per share after excluding gains from non-recurring items (RMB) | (0.03 | ) | (0.46 | ) | N/A | |||||
Weighted average rate of return on net assets (%) | 1.03 | 0.43 | Increased by 0.60 percentage point | |||||||
Weighted average rate of return on net assets after excluding gains from non-recurring items (%) | (0.93 | ) | (18.69 | ) | N/A | |||||
Net cash flows generated from operating activities | 11,518,674 | 7,297,055 | 57.85 | |||||||
Net cash flows generated from operating activities per share (RMB) | 0.77 | 0.51 | 50.98 | |||||||
Total assets | 190,076,946 | 192,058,404 | (1.03 | ) | ||||||
Equity attributable to owners of the parent | 38,107,649 | 39,955,892 | (4.63 | ) | ||||||
Equity attributable to owners of the parent per share (RMB) | 2.56 | 2.80 | (8.57 | ) |
3. | COMPARISON BETWEEN THE FINANCIAL INFORMATION PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AND THE PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES |
Profit attributable to owners of the parent for the year ended 31 December | Equity attributable to owners of the parent as of 31 December | ||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||
RMB'000 | RMB'000 | RMB'000 | RMB'000 | ||||||||||
(Restated | ) | (Restated | ) | ||||||||||
Prepared in accordance with the PRC Accounting Standards for Business Enterprises | 402,494 | 148,622 | 38,107,649 | 39,955,892 | |||||||||
Prepared in accordance with International Financial Reporting Standards | 402,494 | 148,622 | 38,107,649 | 39,955,892 |
1. | PROFILES OF DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AT PRESENT AND DURING THE REPORTING PERIOD |
Name | Position | Gender | Age | Date of appointment/ reappointment | Total emolument paid/payable by the Company for 2016 | Whether receiving emolument or allowance from owners of the parent or other related entity | ||||||
(Year.Month.Day) | (RMB'000) | |||||||||||
Directors | ||||||||||||
Ge Honglin Note 1 | Chairman and Executive Director (resigned) | M | 60 | 2015.02.26 | – | Yes | ||||||
Yu Dehui Note 2 | Chairman and Non-executive Director | M | 57 | 2016.06.28 | – | Yes | ||||||
Ao Hong | Executive Director and President | M | 55 | 2016.06.28 | – | Yes | ||||||
Liu Caiming | Non-executive Director | M | 54 | 2016.06.28 | – | Yes | ||||||
Liu Xiangmin Note 3 | Executive Director and Senior Vice President (resigned) | M | 54 | 2013.06.27 | – | Yes | ||||||
Lu Dongliang Note 4 | Executive Director and Senior Vice President | M | 43 | 2016.06.28 | – | Yes | ||||||
Jiang Yinggang | Executive Director and Vice President | M | 53 | 2016.06.28 | 800.9 | No | ||||||
Wang Jun | Non-executive Director | M | 51 | 2016.06.28 | 150.0 | No | ||||||
Chen Lijie | Independent Non-executive Director | F | 62 | 2016.06.28 | 204.4 | No | ||||||
Hu Shihai | Independent Non-executive Director | M | 62 | 2016.06.28 | 204.4 | No | ||||||
Lie-A-Cheong Tai Chong, David | Independent Non-executive Director | M | 57 | 2016.06.28 | 204.4 | No |
Name | Position | Gender | Age | Date of appointment/ reappointment | Total emolument paid/payable by the Company for 2016 | Whether receiving emolument or allowance from owners of the parent or other related entity | ||||||
(Year.Month.Day) | (RMB'000) | |||||||||||
Supervisors | ||||||||||||
Zhao Zhao Note 5 | Chairman of Supervisory Committee (resigned) | M | 55 | 2013.06.27 | – | Yes | ||||||
Liu Xiangmin Note 3 | Chairman of Supervisory Committee | M | 54 | 2016.06.28 | – | Yes | ||||||
Yuan Li Note 6 | Supervisor (resigned) | M | 58 | 2013.06.27 | – | No | ||||||
Wang Jun | Supervisor | M | 46 | 2016.06.28 | – | Yes | ||||||
Wu Zuoming Note 7 | Supervisor | M | 50 | 2016.06.28 | 288.3 | No | ||||||
Senior Management | ||||||||||||
Qiao Guiling Note 8 | Vice President (resigned) | F | 48 | 2011.10.25 | 127.1 | No | ||||||
Xu Bo Note 9 | Vice President (in office) and Company Secretary (Secretary to the Board) (resigned) | M | 52 | 2013.05.09 | 800.9 | No | ||||||
Zhang Zhankui Note 10 | Chief Financial Officer and Company Secretary (Secretary to the Board) | M | 58 | 2016.03.17 | 800.9 | No | ||||||
Leng Zhengxu (冷正旭)Note 11 | Vice President | M | 56 | 2017.01.20 | – | No |
Note 1: | Due to other work commitment, Mr. Ge Honglin resigned from the positions as Chairman and executive Director of the Company on 16 February 2016. | |
Note 2: | Mr. Yu Dehui was elected as a non-executive Director of the fifth session of the Board of the Company at the 2016 first extraordinary general meeting held on 8 April 2016; on the same day, Mr. Yu Dehui was elected as the Chairman of the fifth session of the Board of the Company at the 31st meeting of the fifth session of the Board of the Company. On 28 June 2016, Mr. Yu Dehui was re-elected as a non-executive Director and the Chairman of the sixth session of the Board of the Company at the 2015 annual general meeting and the first meeting of the sixth session of the Board. | |
Note 3: | Due to other work commitment, Mr. Liu Xiangmin resigned from his position as a senior vice president of the Company on 9 May 2016; due to the expiry of the fifth session of the Board of the Company, Mr. Liu Xiangmin retired from his position as an executive Director of the Company on 28 June 2016; Mr. Liu Xiangmin was elected as a Supervisor of the sixth session of the Supervisory Committee at the 2015 annual general meeting held on 28 June 2016 and was elected as the Chairman of the sixth session of the Supervisory Committee at the first meeting of the sixth session of the Supervisory Committee of the Company on the same day. | |
Note 4: | The appointment of Mr. Lu Dongliang as the senior vice president of the Company was approved at the 33rd meeting of the fifth session of the Board held on 9 May 2016; Mr. Lu Dongliang was elected as an executive Director of the sixth session of the Board of the Company at the 2015 annual general meeting held on 28 June 2016. | |
Note 5: | Due to the expiry of the fifth session of the Supervisory Committee of the Company, Mr. Zhao Zhao retired from his position as the Chairman of the Supervisory Committee on 28 June 2016. | |
Note 6: | Due to other work commitment, Mr. Yuan Li ceased to be the general manager of the corporate culture department of the Company since November 2015. Therefore, Mr. Yuan did not receive any remuneration from the Company in 2016, but continued to act as an employee Supervisor. On 28 June 2016, Mr. Yuan Li retired as an employee Supervisor due to expiry of the fifth session of the Supervisory Committee of the Company. | |
Note 7: | Mr. Wu Zuoming was elected as an employee Supervisor of the sixth session of the Supervisory Committee at the employees' representatives meeting on 28 June 2016. The remuneration received by Mr. Wu as shown in the above table was paid to him for his service as an employee Supervisor. | |
Note 8: | Due to other work commitment, Ms. Qiao Guiling resigned from her position as a vice president of the Company on 16 February 2016. | |
Note 9: | Due to other work commitment, Mr. Xu Bo resigned from his position as the Company Secretary (Secretary to the Board) on 17 March 2016. Mr. Xu Bo still serves as a vice president of the Company. | |
Note 10: | The appointment of Mr. Zhang Zhankui as the Company Secretary (Secretary to the Board) was approved at the 29th meeting of the fifth session of the Board of the Company on 17 March 2016. Mr. Zhang Zhankui also serves as the Chief Financial Officer of the Company. | |
Note 11: | The appointment of Mr. Leng Zhengxu (冷正旭) as a vice president of the Company was approved at the sixth meeting of the sixth session of the Board of the Company on 20 January 2017. Mr. Leng did not receive any remuneration as vice president of the Company in 2016. |
2. | DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AS AT THE DATE OF THIS ANNUAL REPORT |
Major Working Experience of directors ("Directors"), supervisors ("Supervisors") and Senior Management of the Company as at the Date of This Annual Report: | |
Executive Directors | |
Mr. Ao Hong, aged 55, is currently an executive Director and the President of the Company. Mr. Ao graduated from Central South University with a doctoral degree in management science and engineering. He is a professor-grade senior engineer with over 30 years of work experience in enterprises of non-ferrous metals industry. He successively served as the deputy dean of Beijing General Research Institute for Non-ferrous Metals* (北京有色金屬研究總院) and concurrently the chairman of GRINM Semiconductor Materials Co., Ltd.* (有研半導體矽材料股份有限公司), the chairman of Guorui Electronics Co., Ltd.* (國瑞電子股份有限公司), the chairman of Guowei Silver Anticorrosive Materials Company* (國晶微電子控股公司) in Hong Kong and a deputy general manager of Aluminum Corporation of China* (中國鋁業公司). During this period, he also successively served as the chairman of the supervisory committee of the Company, chairman of the Labour Union of Aluminum Corporation of China (中國鋁業公司), the dean of Chinalco Research Institute of Science and Technology* (中鋁科學技術研究院) and the chairman of China Rare Earth Co., Ltd.* (中國稀有稀土有限公司). | |
Mr. Lu Dongliang, aged 43, is currently an executive Director and a senior vice president of the Company. Mr. Lu graduated from North China University of Technology majoring in accounting. He holds a bachelor's degree in economics and is an accountant. Mr. Lu has more than 20 years of work experience in financial management and in non-ferrous metals industry. He had subsequently served as the cadre in the audit department of China Non-ferrous Metals Industry Corporation* (中國有色金屬工業總公司), the officer-in-charge of the capital division of the finance department of China Copper Lead & Zinc Group Corporation* (中國銅鉛鋅集團公司), the head of the accounting division and the capital division of the finance department of Aluminum Corporation of China* (中國鋁業公司), the deputy manager and manager of the treasure management division of the finance department, the manager of the general management office, the deputy general manager and general manager of the finance department of the Company, the chief financial officer of Chalco Gansu Aluminum Electricity Co., Ltd.* (中國鋁業甘肅鋁電有限責任公司), the assistant to the president of the Company and the general manager of Lanzhou Branch of the Company, and the executive director and president of Chalco Gansu Aluminum Electricity Co., Ltd. |
Mr. Jiang Yinggang, aged 53, is currently an executive Director and a vice president of the Company. Graduated from Central South University of Mining and Metallurgy majoring in the metallurgy of non-ferrous metals, Mr. Jiang holds a master degree in metallurgy engineering of non-ferrous metals and is a professor-grade senior engineer. Mr. Jiang has long been engaged in production operation and corporate management of production enterprises and has extensive and professional experience. He formerly served as deputy head and then head of Corporate Management Department of Qinghai Aluminum Plant; head of Qinghai Aluminum Smelter; deputy manager and manager of Qinghai Aluminum Company Limited, and general manager of Qinghai branch of the Company. | |
Non-executive Directors | |
Mr. Yu Dehui, aged 57, is the Chairman and a non-executive Director of the Company. Mr. Yu graduated from Ecole des Hautes Etudes en Sciences Sociales (EHESS) and School of Economics of Paris West University Nanterre La Défense, majoring in development economics, with a doctoral degree in economics, and he is a professor. Mr. Yu has extensive experience in energy, non-ferrous metals, economics and management areas. He had successively served as the deputy general manager for technology and the general manager of SPEIC* (法國斯佩克環保工程股份公司), the deputy head of department of science & technology and standards of State Bureau of Environmental Protection* (國家環境保護局), the deputy head and head of department of science & technology and standards of State Environmental Protection Administration* (國家環境保護總局). And he took temporary posts as an assistant to the chairman of the government of the Inner Mongolia Autonomous Region* (內蒙古自治區), a standing member of the Municipal Committee and a deputy mayor of Baotou City. He had also served as a vice chairman of the government of the Inner Mongolia Autonomous Region*, a member of the Communist Party Committee and a deputy general manager of China Power Investment Corporation* (中國電力投資集團公司), and a member of the Communist Party Committee and a deputy general manager of State Power Investment Corporation* (國家電力投資集團公司). Mr. Yu currently serves as the general manager, a director and the deputy secretary of the Communist Party Committee of Aluminum Corporation of China. |
Mr. Liu Caiming, aged 54, is currently a non-executive Director of the Company. 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* (中國有色金屬對外工程公司), deputy general manager of China Non-ferrous Metals Construction Group Limited* (中國有色金屬建設集團), deputy general manager of China Nonferrous Construction Group Limited* (中色建設集團有限公司), director and deputy general manager of China Non-ferrous Metal Industry's Foreign Engineering and Construction Co., Ltd.* (中國有色金屬建設股份有限公司), and deputy general manager of China Non-ferrous Metal Mining and Construction (Group) Co., Ltd.* (中國有色礦業建設集團有限公司). Mr. Liu has also acted as titular deputy head of Department of Finance of Yunnan Province, director of SASAC of Yunnan Province and assistant to the governor of Yunnan Province and director of SASAC of Yunnan Province. Mr. Liu also acted as deputy general manager of Aluminum Corporation of China, chairman of Yunnan Copper Industry (Group) Co., Ltd.* (雲南銅業(集團)有限公司), and president of China Copper Co., Ltd.* (中國銅業有限公司). He acted as senior vice president and chief financial officer of the Company since 23 February 2011 and an executive Director of the Company since 31 May 2011. Mr. Liu resigned as executive Director, senior vice president and chief financial officer of the Company and was re-designated as non-executive Director on 8 March 2013. He resigned as non-executive Director of the Company on 18 March 2014 and was re-appointed as the non-executive Director on 26 February 2015. Mr. Liu currently serves as the deputy general manager of Aluminum Corporation of China and a non-executive director of Aluminum Corporation of China Overseas Holdings Limited. | |
Mr. Wang Jun, aged 51, is currently a non-executive Director of the Company. Graduated from Huazhong Institute of Engineering with a degree of industrial and civil construction, and he is an engineer. He has extensive experience in financial and corporate management. Mr. Wang formerly served as the 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 | |
Ms. Chen Lijie, aged 62, is currently an independent non-executive Director of the Company. 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 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. | |
Mr. Hu Shihai, aged 62, is currently an independent non-executive Director of the Company. Mr. Hu 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 (華能上海石洞口第二發電廠), deputy director of the preparatory office of the Shanghai Waigaoqiao No. 2 Power Plant (上海外高橋第二電廠籌建處), manager of the production department and assistant to the general manager of Huaneng Power International, Inc. (華能電力股份有限公司) and assistant to the general manager and director of the safety production department, and chief engineer of China Huaneng Group (中國華能集團公司). | |
Mr. LIE-A-CHEONG Tai Chong, David, aged 57, honoured with the Silver Bauhinia Star (SBS), Officier de l'Ordre National du Merite and Justice of Peace. Mr. Lie is currently an independent non-executive Director of the Company. 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 convenor 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, 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 | |
Mr. Liu Xiangmin, aged 54, is currently the Chairman of the Supervisory Committee of the Company. Mr. Liu graduated from Central South University, majoring in non-ferrous metallurgy; he has a doctorate degree in engineering and is a professor-grade senior engineer. Mr. Liu has long engaged in non-ferrous metal metallurgy research and corporate management and has accumulated extensive and professional experience. He had previously served as the deputy head and head of the Alumina branch of Zhongzhou Aluminum Plant, deputy head of Zhongzhou Aluminum Plant, general manager of Zhongzhou Branch of the Company as well as an executive Director, vice president and a senior vice president of the Company. | |
Mr. Wang Jun, aged 46, is currently a Supervisor of the Company. Mr. Wang obtained a master's degree in business administration from Tsinghua University. He is a senior accountant, and has extensive experience in corporate financial accounting, fund management and auditing. Mr. Wang successively served as the deputy manager and manager of treasure management division of finance department of Aluminum Corporation of China* (中國鋁業公司), the general representative of the Peru office of Aluminum Corporation of China, a director and senior auditing manager of Minera Chinalco PerúS.A.* (中鋁秘魯礦業公司), the chief financial officer and the manager of finance department of Chinalco Resources Corporation* (中鋁礦產資源有限公司), the chief financial officer of China Aluminum International Engineering Co., Ltd.* (中鋁國際工程有限責任公司), an executive director, the chief financial officer and the secretary to the board of directors of China Aluminum International Engineering Corporation Limited* (中鋁國際工程股份有限公司). Mr. Wang currently serves as the deputy chief accountant, general manager of finance department and capital operating department of Aluminum Corporation of China. He is also a director of China Aluminum International Engineering Corporation Limited and a director and the president of Aluminum Corporation of China Overseas Holdings Limited* (中鋁海外控股有限公司). | |
Mr. Wu Zuoming, aged 50, is currently a Supervisor of the Company, the deputy secretary of the Communist Party Committee, deputy general manager and the chairman of the labor union of Guangxi Branch of the Company. Mr. Wu holds an MBA degree from Renmin University of China. He is a senior engineer. Mr. Wu has extensive experience in human resource management. He successively acted as the deputy manager of Personnel Division, Human Resource Department of China Aluminum Corporation* (中國鋁業集團公司); the person in charge of the Personnel Division, Human Resource Department for the Preparatory Team of Aluminum Corporation of China* (中國鋁業公司); the deputy manager of the Personnel Division(Training Division), Human Resource Department of Aluminum Corporation of China*; the deputy manager of Assessment and Training Division, the manager of Employee Management Division and the manager of General Division of the Company; the senior manager of the Human Resource Department (Retired Cadres Department) and the manager of the General Division of Aluminum Corporation of China*; and the deputy general manager and general manager of the Human Resource Department of the Company. |
Other Senior Management | |
Mr. Xu Bo, aged 52, is currently a vice president of the Company. Mr. Xu graduated from North China University of Water Resources and Electric Power, majoring in hydraulic structure engineering, and obtained a master's degree in engineering. He also obtained a Ph.D. degree in economics from Renmin University of China. He is a senior engineer. Mr. Xu has extensive experience in mergers and acquisitions, capital operation, corporation management, and enjoys a high reputation in energy sectors such as coal and electric power. He formerly served as deputy head of hydropower and operations department and office manager of Power and Machinery Bureau; general manager and assistant to the head of the bureau in Steel Structure Department of China Huadian Power Station Equipment Engineering Group Corporation (中國華電電站裝備工程(集團)總公司); deputy general manager of China Huadian Power Station Equipment Engineering Group Corporation, standing deputy general manager and general manager of China Huadian Engineering Co., Ltd.; deputy general manager of Huadian Coal Industry Group Company Limited; head of China Huadian Corporation Shaanxi Office; general manager of China Huadian Corporation Shaanxi Branch; executive director and general manager of Huadian Shaanxi Energy Company, the assistant to the president of the Company and executive director and general manager of Chalco Energy Co., Ltd., a vice president and Company Secretary (Secretary to the Board) of the Company. | |
Mr. Zhang Zhankui, aged 58, is currently the Chief Financial Officer and Company Secretary (Secretary to the Board) of the Company. Mr. Zhang is a postgraduate in economic management and a senior accountant. He has extensive experience in corporate financial accounting, fund management and auditing. Mr. Zhang had formerly served as deputy head, the head of the Finance Division and then the head of the Audit Division of China General Design and Research Institute for Non-ferrous metallurgy; deputy general manager of Beijing Enfei Techindustry Group; the head of the Accounting Division of the Finance Department and deputy head of the Finance Department of China Copper Lead & Zinc Group Corporation; officer-in-charge of the Company's assets and finance in the Listing Office of the Company; head of the Fund Management Division of the Finance Department of Company and manager of the General Division of the Finance Department of the Company as well as deputy head and head of the Finance Department and deputy chief accountant of Aluminum Corporation of China and a Supervisor of the Company. |
Mr. Leng Zhengxu (冷正旭), aged 56, is currently a vice president of the Company. Mr. Leng graduated from Guizhou Industrial College (貴州工學院), majoring in non-ferrous metallurgy. He is a bachelor of engineering and a professor-level senior engineer. Mr. Leng has over 30 years of working experience in the non-ferrous metals industry and has extensive experiences in corporate management and production technology. He had served as deputy director of the No.1 workshop and deputy secretary of Chinese Communist Party of No.2 Aluminum Smelter (第二電解廠) of Guizhou Aluminum Plant (貴州鋁廠), director of the No.2 workshop of No.3 Aluminum Smelter (第三電解鋁廠) of Guizhou Aluminum Plant, chief engineer of No. 1 Aluminum Smelter (第一電解鋁廠) of Guizhou Aluminum Plant, chief engineer of Guizhou Aluminum Plant, deputy general manager of Guizhou Branch of Aluminum Corporation of China, general manager of the production department and general manager of corporate management department of the Company, general manager of Shanxi Branch of Aluminum Corporation of China, head of Shanxi Aluminum Plant, executive director of Shanxi Huaxing Alumina Co., Ltd. (山西華興鋁業有限公司), general manager of Guizhou Branch of the Company, head and deputy secretary of the Chinese Communist Party of Guizhou Aluminum Plant, chairman of Guizhou Huajin Alumina Co., Ltd. (貴州華錦鋁業股份有限公司), chairman of Zunyi Aluminum Co., Ltd. (遵義鋁業股份有限公司), chairman of Chalco Zunyi Alumina Co., Ltd. (中國鋁業遵義氧化鋁有限公司) and assistant to the president of the Company. |
3. | POSITIONS HELD IN SHAREHOLDER ENTITIES OF THE COMPANY BY DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AT PRESENT AND DURING THE YEAR |
Positions in the Shareholders of the Company |
Name | Name of Shareholder | Position(s) | Date of appointment | Whether receiving remuneration or allowance | ||||
Ge Honglin (resigned) | Chinalco | Chairman | 2014.10.16 | Yes | ||||
Yu Dehui | Chinalco | General Manager | 2016.01.08 | Yes | ||||
Liu Caiming | Chinalco | Deputy General Manager | 2007.01.25 | Yes | ||||
Wang Jun (Director) | China Cinda Asset Management Co., Ltd | Business Director | 2013.08.19 | Yes | ||||
Zhao Zhao (resigned) | Chinalco | Head of the CPC Discipline Inspection Committee | 2008.09.10 | Yes | ||||
Wang Jun (Supervisor) | Chinalco | Deputy Chief Accountant, Director of the Finance Department and Capital Operation Department | 2015.11.13 | Yes |
Name | Name of other entities | Position(s) | Date of appointment | Whether receiving remuneration or allowance | ||||
Liu Caiming | Aluminum Corporation of China Overseas Holdings Limited* (中鋁海外控股有限公司) | Non-executive Director | 2013.04.25 | No | ||||
Wang Jun (Director) | China Nuclear Engineering Corporation Limited | Director | 2014.03.12 | No | ||||
LIE-A-CHEONG Tai-Chong, David | Newpower International (Holdings) Co., Ltd. | Executive Chairman | 1992.01.30 | Yes | ||||
China Concept Consulting Ltd. | Executive Chairman | 1991.07.26 | Yes | |||||
Herald Holdings Limited | Independent Director | 2005.06.16 | Yes | |||||
Wang Jun (Supervisor) | China Aluminum International Engineering Corporation Limited* (中鋁國際工程股份有限公司) | Non-executive Director | 2015.05.22 | No | ||||
Aluminum Corporation of China Overseas Holdings Limited* | Director and President | 2015.11.13 | No |
4. | DECISION MAKING PROCESS AND BASIS OF DETERMINATION OF REMUNERATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AND REMUNERATION |
Based on the prevailing market standards and the remuneration strategy of the Company, the human resources department of the Company would formulate proposals for the remuneration of the Company's Directors, Supervisors and senior management and submit the proposals to to the Board for consideration upon approval by the Remuneration Committee of the Board of the Company. Particularly, remuneration of the senior management will be considered and approved by the Board whereas those of the Directors and the Supervisors will be submitted to the shareholders' general meeting for consideration and approval upon being approved by the Board. | |
The Company determined its remuneration for the Directors, Supervisors and senior management based on its development strategy, corporate culture and remuneration strategy, taking into account the remuneration standards of corresponding positions in comparable enterprises in the market (in terms of scale, industry and nature etc.), as well as the Company's annual operating results, fulfilment of duties by the Directors and Supervisors as well as the appraisal results for performance of senior management. | |
In 2016, the total pre-tax remunerations of the Directors, Supervisors and senior management received from the Company amounted to RMB3.58 million (including the travelling expenses of the independent non-executive Directors). |
5. | CHANGES IN DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT AS AT THE DATE OF THIS ANNUAL REPORT |
Name | Position | Status | Reason of change | |||
Ge Honglin | Chairman and Executive Director | Resigned | Due to other work commitment, Mr. Ge Honglin resigned from the positions of executive Director and chairman of the Company on 16 February 2016. | |||
Yu Dehui | Chairman and Non-executive Director | Elected | Mr. Yu Dehui was elected as a non-executive Director of the fifth session of the Board of the Company at the 2016 first extraordinary general meeting of the Company held on 8 April 2016. On the same day, Mr. Yu Dehui was elected as the chairman of the fifth session of the Board of the Company at the 31st meeting of the fifth session of the Board. Mr. Yu Dehui was re-elected as a non-executive Director and the chairman of the sixth session of the Board of the Company at the 2015 annual general meeting and the first meeting of the sixth session of the Board of the Company held on 28 June 2016. | |||
Zhao Zhao | Chairman of the Supervisory Committee | Resigned | Mr. Zhao Zhao resigned as the chairman of the Supervisory Committee of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Supervisory Committee. |
Name | Position | Status | Reason of change | |||
Liu Xiangmin | Executive Director and Senior vice president | Resigned | Mr. Liu Xiangmin resigned from the position as the senior vice president of the Company on 9 May 2016 due to his work commitment; He resigned as an executive Director of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Board. | |||
Chairman of the Supervisory Committee | Elected | Mr. Liu Xiangmin was elected as a supervisor of the sixth session of the Supervisory Committee of the Company at the 2015 annual general meeting on 28 June 2016; He was elected as the chairman of the sixth session of the Supervisory Committee of the Company at the first meeting of the sixth session of the Supervisory Committee on the same day. | ||||
Lu Dongliang | Executive Director | Elected | Mr. Lu Dongliang was elected as an executive Director of the sixth session of the Board of the Company at the 2015 annual general meeting of the Company held on 28 June 2016. | |||
Senior vice president | Appointed | Mr. Lu Dongliang was appointed as the senior vice president of the Company at the 33rd meeting of the fifth session of the Board of the Company held on 9 May 2016. | ||||
Qiao Guiling | Vice president | Resigned | Due to other work commitment, Ms. Qiao Guiling resigned from the position of vice president of the Company on 16 February 2016. |
Name | Position | Status | Reason of change | |||
Xu Bo | Company Secretary (Secretary to the Board) | Resigned | Due to other work commitment, Mr. Xu Bo resigned from the position of the Company Secretary (Secretary to the Board) on 17 March 2016. Mr. Xu Bo still serves as a vice president of the Company. | |||
Zhang Zhankui | Company Secretary (Secretary to the Board) | Appointed | Mr. Zhang Zhankui was appointed as the Company Secretary (Secretary to the Board) at the 29th meeting of the fifth session of the Board of the Company on 17 March 2016. Mr. Zhang Zhankui also serves as the Chief Financial Officer of the Company. | |||
Leng Zhengxu | Vice president | Appointed | Mr. Leng Zhengxu was appointed as the vice president of the Company at the sixth meeting of the sixth session of the Board of the Company on 20 January 2017. | |||
Yuan Li | Supervisor | Resigned | Mr. Yuan Li resigned as a supervisor of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Supervisory Committee of the Company. | |||
Wu Zuoming | Supervisor | Elected | Mr. Wu Zuoming was elected as an employee representative supervisor of sixth session of the Supervisory Committee of the Company at the employee's representatives meeting held on 28 June 2016. |
6. | EMPLOYEES OF THE COMPANY |
As of 31 December 2016, the Group had 65,755 employees. The structure of employees is as follows: | |
Composition by Function |
Category | Headcounts | |
Production personnel | 53,373 | |
Sales personnel | 487 | |
Technology personnel | 3,715 | |
Finance personnel | 1,466 | |
Administration personnel | 6,714 | |
Total | 65,755 |
Category | Headcounts | |
Post-graduates | 611 | |
University graduates | 8,693 | |
Technical institute graduates | 14,163 | |
Secondary/technical school graduates or below | 42,288 | |
Total | 65,755 |
1. | SHARE CAPITAL STRUCTURE |
Aluminum Corporation of China is the single largest shareholder of the Company, which directly holds 32.81% equity interest of the Company and together with its subsidiaries holds an aggregate of 35.77% equity interest of the Company. As of 31 December 2016, Aluminum Corporation of China was the Company's ultimate holding company. | |
As of 31 December 2016, the share capital structure of the Company was as follows: |
As of 31 December 2016 | |||
Number of shares | Percentage to total issued share capital | ||
(In million) | (%) | ||
Holders of A shares | 10,959.83 | 73.54 | |
Holders of H shares | 3,943.97 | 26.46 | |
Total | 14,903.80 | 100 |
2. | CHANGES IN SHAREHOLDING AND SHAREHOLDERS |
In 2016, there were no changes in share capital of the Company. As of 31 December 2016, the total share capital of the Company was 14,903,798,236 shares. | |
Particulars of Shareholding as of 31 December 2016 |
Share | Percentage | |||
(Number) | (%) | |||
Shares subject to trading moratorium | 0 | 0 | ||
Shares not subject to trading moratorium | ||||
1. Renminbi ordinary shares | 10,959,832,268 | 73.54 | ||
2. Overseas listed foreign invested shares | 3,943,965,968 | 26.46 | ||
Total shares not subject to trading moratorium | 14,903,798,236 | 100 | ||
Total shares | 14,903,798,236 | 100 |
Approval of Changes in Shareholding | |
On 24 April 2015, the Company received the Approval in Relation to the Non-public Issuance of Shares by Aluminum Corporation of China Limited (Zheng Jian Xu Ke (2015) No. 684) (《關於核准中國鋁業股份有限公司非公開發行股票的批覆》) issued by the China Securities Regulatory Commission approving the non-public issuance of no more than 1,450 million new shares by the Company. On 15 June 2015, the Company completed the non-public issuance of 1,379,310,344 A shares. Target subscribers, including Truvalue Asset Management Co., Ltd.* (創金合信基金管理有限公司), SWS MU (Shanghai) Asset Management Co., Ltd.* (申萬菱信(上海)資產管理有限公司), Caitong Fund Management Co., Ltd.* (財通基金管理有限公司), Tian An Property Insurance Co., Ltd.* (天安財產保險股份有限公司), Huaxia Life Insurance Co., Ltd.* (華夏人壽保險股份有限公司), Shangyin Ruijin Capital Management Co., Ltd.* (上銀瑞金資本管理有限公司), Bosera Fund Management Co., Ltd.* (博時基金管理有限公司) and Ping An UOB Fund Management Company Ltd.* (平安大華基金管理有限公司), undertook not to transfer such shares subscribed by each of them within 12 months from the completion of the issuance. On 15 June 2016, the Company published the Announcement on the Listing and Trading of Shares Subject to Trading Moratorium Issued under Non-public Issuance by Aluminum Corporation of China Limited. Following the expiry of the period of trading moratorium for the above target subscribers, the shares were officially listed and traded on 20 June 2016. |
Transfer of Changes in Shareholding | |
In 2016, there was no transfer of changes in shareholding of the Company. | |
3. | SHARE ISSUANCE AND LISTING |
(1) | Status of Share Issuance in the Past Three Years | |
On 24 April 2015, the Company received the Approval in Relation to the Non-public Issuance of Shares by Aluminum Corporation of China Limited (Zheng Jian Xu Ke (2015) No. 684) (《關於核准中國鋁業股份有限公司非公開發行股票的批覆》) issued by the China Securities Regulatory Commission, which approved the Company to issue not more than 1,450 million new shares through non-public issue. In May 2015, the Company initiated the non-public issuance of shares and completed setting the price through book-building on 10 May 2015 to issue 1,379,310,344 shares with issue price of RMB5.8 per share to qualified investors, raising a total proceeds of RMB7,999,999,995.20 and a net proceeds of RMB7,897,472,064.17 after deducting all relevant expenses in respect of this non-public issuance of RMB102,527,931.03. On 21 May 2015, the total proceeds were transferred to the designated account of the Company. On 15 June 2015, the Company completed relevant procedures on registration and custody for the issuance of 1,379,310,344 new shares at Shanghai Branch of China Securities Depository and Clearing Corporation Limited. | ||
(2) | Changes in Total Number of Shares and the Shareholding Structure of the Company | |
In 2016, there were no changes in total number of shares or the shareholding structure of the Company. |
4. | SUBSTANTIAL SHAREHOLDERS WITH SHAREHOLDING OF 5% OR MORE |
So far as the Directors are aware, as of 31 December 2016, the following persons (other than the Directors, Supervisors and Chief Executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance of Hong Kong ("SFO"), or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the Hong Kong Stock Exchange. |
Name of substantial shareholder | Class of shares | Number of shares held | Capacity | Percentage in the relevant class of issued share capital | Percentage in total issued share capital | ||||||
Aluminum Corporation of China | A shares | 5,135,382,055 (L) Note 1 | Beneficial owner and interests of controlled corporation | 46.86%(L) | 34.46%(L) | ||||||
H shares | 196,000,000(L) Note 1 | Interests of controlled corporation | 4.97%(L) | 1.31%(L) | |||||||
JPMorgan Chase & Co. | H shares | 960,017,020(L) | Beneficial owner, investment manager and custodian corporation/approved lending agent | 24.34%(L) | 6.44%(L) | ||||||
17,915,384(S) | Beneficial owner | 0.45%(S) | 0.12%(S) | ||||||||
855,016,761(P) | Custodian corporation/approved lending agent | 21.67%(P) | 5.74%(P) | ||||||||
Templeton Asset Management Ltd. | H shares | 857,606,000(L) | Beneficial owner | 21.74%(L) | 5.75%(L) | ||||||
BlackRock, Inc. | H shares | 488,313,992(L) Note 2 | Interests of controlled corporation | 12.38%(L) | 3.28%(L) | ||||||
791,425(S) Note 2 | Interests of controlled corporation | 0.02%(S) | 0.01%(S) |
Name of substantial shareholder | Class of shares | Number of shares held | Capacity | Percentage in the relevant class of issued share capital | Percentage in total issued share capital | ||||||
The Goldman Sachs Group, Inc. | H shares | 350,541,919(L) Note 3 | Interests of controlled corporation | 8.89%(L) | 2.35%(L) | ||||||
342,714,270(S) Note 3 | Interests of controlled corporation | 8.69%(S) | 2.30%(S) | ||||||||
BlackRock Global Funds | H shares | 238,548,000(L) | Beneficial owner | 6.05%(L) | 1.60%(L) |
(L) | The letter (L) denotes a long position, the letter (S) denotes a short position, and the letter (P) denotes a lending pool. The information of H shareholders is based on the disclosure of interests system of the Hong Kong Stock Exchange. |
Note 1: | These interests included 4,889,864,006 A shares directly held by Aluminum Corporation of China, and an aggregate interest of 245,518,049 A shares and 196,000,000 H shares held by various controlled subsidiaries of Aluminum Corporation of China, comprising 238,377,795 A shares held by Baotou Aluminum (Group) Co., Ltd., 7,140,254 A shares held by Shanxi Aluminum Plant and 196,000,000 H shares held by Aluminum Corporation of China Overseas Holdings Limited* (中鋁海外控股有限公司). | ||
Note 2: | These interests were held directly by various corporations controlled by BlackRock, Inc.. Among the aggregate interests in the short position in H shares, 202,000 H shares were held as derivatives. | ||
Note 3: | These interests were held directly by various corporations controlled by The Goldman Sachs Group, Inc.. Among the aggregate interests in the long position in H shares, 14,142,500 H shares were held as derivatives. Among the aggregate interests in the short position in H shares, 1,140,697 H shares were held as derivatives. |
Save as disclosed above and so far as the Directors are aware, as of 31 December 2016, no other person (other than the Directors, Supervisors and Chief Executive of the Company) had any interest or short position in the shares or underlying shares of the Company (as the case may be) which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO and as recorded in the register required to be kept under section 336 of the SFO, or was otherwise a substantial shareholder of the Company. |
5. | NUMBER OF SHAREHOLDERS |
Unit: Number of Shareholders | ||
Total number of shareholders as of 31 December 2016 | 478,870 |
6. | PARTICULARS OF SHAREHOLDINGS HELD BY TOP TEN SHAREHOLDERS |
Name | Number of shares held at the end of the period | Nature of shareholders | Percentage of shareholding | |||
(%) | ||||||
Chinalco Note1, Note2 | 4,889,864,006 | A shares | 32.81 | |||
HKSCC Nominees Limited Note3 | 3,930,070,464 | H shares | 26.37 | |||
China Securities Finance Corporation Limited | 406,481,590 | A shares | 2.73 | |||
Baotou Aluminum (Group) Co., Ltd. | 238,377,795 | A shares | 1.60 | |||
China Cinda Asset Management Co., Ltd. (中國信達資產管理股份有限公司) | 147,253,426 | A shares | 0.99 | |||
Huaxia Life Insurance Co., Ltd. – Universal life Insurance Product (華夏人壽保險股份有限公司-萬能保險產品) | 138,889,655 | A shares | 0.93 | |||
Central Huijin Investment Ltd. (中央匯金資產管理有限責任公司) | 137,295,400 | A shares | 0.92 | |||
Truvalue Asset Management – China Merchants Bank – Pengde Growth No. 1 Asset Management Plan (創金合信基金-招商銀行-鵬德成長1號資產管理計劃) | 124,583,103 | A shares | 0.84 | |||
National Social Security Fund – Portfolio 109 | 76,881,679 | A shares | 0.52 | |||
National Social Security Fund – portfolio 116 | 63,470,502 | A shares | 0.43 |
Note 1: | The number of shares held by Chinalco doesn't include the A shares of the Company indirectly held by Chinalco through its subsidiaries Baotou Aluminum (Group) Co., Ltd. and Shanxi Aluminum Plant and the H shares of the Company indirectly held by Chinalco through its subsidiary Aluminum Corporation of China Overseas Holdings Limited. Chinalco together with its subsidiaries holds 5,331,382,055 shares in the Company, accounting for 35.77% of the total share capital. | |
Note 2: | HKSCC Nominees Limited holds the 196,000,000 overseas listed foreign shares (H shares) of the Company on behalf of Aluminum Corporation of China Overseas Holdings Limited, the subsidiary of Chinalco. | |
Note 3: | The 3,930,070,464 overseas listed foreign shares (H shares) of the Company held by HKSCC Nominees Limited include the 196,000,000 overseas listed foreign shares (H shares) it holds on behalf of Aluminum Corporation of China Overseas Holdings Limited, the subsidiary of Chinalco, and include shares held by many H shareholders of the Company. |
7. | PARTICULARS OF THE CONTROLLING SHAREHOLDER |
(1) | Particulars of the Controlling Shareholder |
Name of the controlling shareholder: | Chinalco | |
Legal representative: | Ge Honglin | |
Registered capital: | RMB25.201 billion | |
Date of incorporation: | 21 February 2001 | |
Principal operating or managing activities: | Bauxite mining (limited to the bauxite mining at Guizhou Maochang Mine of Chinalco); deployment of personnel necessary for overseas engineering projects commensurating with its capacity, scale and performance; operation and management of state-owned assets and equities; production and sales of aluminum, copper, rare earth and related non-ferrous metals mineral products, smelted products, processed products and carbon products; exploration design, general project contracting, construction and installation; equipment manufacturing; technological development and technical service; import and export businesses. |
(2) | Diagram of the Direct Equity Interests and Controlling Relationship between the Company and the Controlling Shareholder |
Note: | Chinalco is the largest shareholder of the Company and directly holds 32.81% equity interest in the Company and holds 5,331,382,055 shares in the Company together with its subsidiaries, including 238,377,795 A shares held by Baotou Aluminum (Group) Co., Ltd, 7,140,254 A shares held by Shanxi Aluminum Plant and 196,000,000 H shares held by Aluminum Corporation of China Overseas Holdings Limited* (中鋁海外控股有限公司). Its ratio of voting rights in the Company is 35.77%. |
1. | Comprehensively implementing the special action for improvement of quality and efficiency to guide the overall development of the Company. In 2016, the Company carried out an extremely extensive and ultimately downright special action for improvement of quality and efficiency featuring participation by all employees, control over the whole process, and devotion of all-dimensional efforts, whereby to intensify the responsibilities and goals of the management, the functional departments and entities under the Company, and optimize technical indicators. By seizing opportunities involving system reform in the power industry, it reduced the accounts receivable and the capital occupation of inventory, repositioned redundant personnel, and pressed ahead key projects under transformation and upgrading in an orderly manner. In 2016, the amount from the cost reduction and efficiency improvement of the Company fully covered the decrease in profit as affected by lower product price, which enable the Company to outperform the market. |
2. | Introducing bottom-line thinking and establishing a more efficient appraisal and incentive mechanism. The Company abandoned the traditional budget management standards and adopted the bottom-line thinking in this regard to cope with the risks regarding the product price. Based upon the principle of reasoning out the costs based on the market conditions and promoting reform with costs, the Company established the cost benchmarking system to strengthen the assessment on cost budgeting; and established a classified and stratified performance appraisal system that gave priority to the cost assessment while taking account of the profit assessment and linked the relevant results with the performance appraisal of person in charge, the remuneration distribution and the total payroll of the entities. |
3. | Grasping opportunities along with system reform in the power industry, reducing costs of electricity consumption. The Company applied the principle of cost reduction by comprehensive energy management. It seized the opportunities along with system reform in the power industry of the PRC, on one hand, it negotiated and communicated with power plants under direct supply contracts and grid companies externally, with a view to reduce purchase cost of electricity, on the other hand, it implemented precise management internally to reduce non-stop services, coal consumption as well as power generation costs in its ancillary power plants. In addition, certain enterprises have completed swap between linkage of aluminum and electricity and new energy. In 2016, the costs of electricity consumption decreased by approximately 16%. |
4. | Reinforcing the analysis and judgment on the market and optimizing the marketing strategies. The Company attached great importance to collection and analysis on new developments and tendencies in the industry. The agile response, quick decisions and flexible adaptability enabled the Company to capitalize on the marketing pace and market opportunities, devise marketing strategy aiming at stabilizing the performance of the Company. The Company continued to intensify centralized procurement, and made adjustments to the inventory of bulk raw materials, ancillary materials based on full understanding of the supply and demand in the market. In addition, it continued to cut out the intermediary suppliers and increase the percentage of direct supply which have resulted in virtuous effects of cost reduction and efficiency improvement. |
5. | Leveraging on the combined driving effects of investment and technologies to bring forth vitality to the development of the Company. The Company adopted the investment philosophy of "ensuring the completion and profitability of each investment project", accelerated the mine and key upgrade and renovation projects, witnessed by Duancun Leigou mine and Maochang mine ready for mining operation, completion of investment in Baotou Huayun New Materials project of RMB2.2 billion, thus enhanced its support capacity and profitability of mine supply. In 2016, a batch of scientific and technological research and development projects were put to practice, breakthroughs were made in certain key technologies including DC consumption in aluminum electrolysis of 12000kWh/t-AL and the demonstrating projects for the industrialization of new technology were successively completed and put into operation. Technological innovation and the achievements transformation provided strong support for the improvement of quality and efficiency as well as the transformation and upgrade of the Company. |
6. | Carrying out in-depth precise management and continuing optimization of technical indicators. In 2016, the Company successively put into use its operation and monitoring center, the command system for the production safety and emergency rescue in coal mines and power plants. Through morning scheduling meeting, it closely combined management instructions with in-process supervision, prioritized hot issues, responded to trigger points, attacked rigors, thoroughly traced and solved problems upon identification to improve its operating efficiency. The Company initiated special mines schemes to systematically follow and comprehensively clean up relevant issues by spotting 18 issues accompanied with 86 countermeasures, thus promoting cost reduction and efficiency enhancement. The Company has also achieved remarkable improvements in 19 key project indicators, completed 634 rectifications regarding "exact identification and avoiding waste" by advancing precise management involving all stages of production, as such, positive results were recorded in terms of cost reduction and efficiency enhancement. |
7. | Applying the "larger, efficient, stronger and dynamic" principle in an innovative manner to revitalize enterprises in difficulties. The Company broke the conventional routine and formulated the new strategy of "one policy for one plant" for enterprises in difficulties. Measures such as relocation, transformation reinvigorated the enterprises in difficulties, which paved the way for the Company to turn losses into profits. Meanwhile, aligning with the advanced labor productivity of the industry, the Company further consummated the personnel allocation and reassigned employees by different means. The reposition resulted in a substantial increase in the labor productivity of the Company, of which, the labor productivity for alumina and electrolytic aluminum, the principal businesses of the Company, increased by 56% and 20%, respectively. |
8. | Blazing new trail in capital operation, expanding the financing channel. Resorting to new trail of thoughts on capital operation, the Company sought cooperation with social capital by virtue of the stock assets and participated in the operation of environmental protection assets, which brought about satisfactory results. The Company innovated in the gold leasing financing mode and obtained a funding of RMB3 billion at low cost; it also registered with the Shanghai Stock Exchange for quota of the non-public issuance corporate bonds and completed the issue of its first tranche of RMB3,215 million; in addition, it capitalized on the favorable opportunities and issued overseas senior perpetual securities of USD500 million at a low interest rate; besides, it guaranteed the stable cash flow while optimized the debt structure of the Company, with the debt to asset ratio reduced by 2.22 percentage points. |
1. | Continuing to push ahead the comprehensive and in-depth special action for improvement of quality and efficiency. In adherence to the gist of improving quality and efficiency and the bottom-line thinking, the Company will further boost the consumption reduction and production indicator optimization of alumina and electrolytic aluminum enterprises; accelerate the construction progress of a number of key projects; advance the special actions for improving production management including the alloying of electrolytic aluminum, carbon as well as mines; carry forward the special actions on management and operation including marketing and procurement, human resources as well as risk prevention and control; and implement precise management for energy cost cutting. The Company will make full use of the leading role of the special actions for improvement of quality and efficiency and assure the fulfillment of the business objective of the Company. |
2. | Optimizing the incentive mechanism to gear up cost reduction and efficiency enhancement. The Company will continue to insist on the appraisal mechanism featuring "reasoning out the costs based on the market conditions, promoting reform with costs and reinforcing the in-process management". Leveraging on the constantly perfected appraisal mechanism, it aims to enable the functional departments to undertake responsibilities and share benefits together with body corporates. In the light |
of the principle of "conciseness, straightforwardness, promptness and effectiveness", the Company will implement the incentive principle of "quarterly appraisal and quarterly reward" and will stimulate the enterprises to further reduce cost and improve efficiency. In addition, the Company will establish dynamic cost management aligning with the external market for the sake of reviewing the cost competitiveness of the Company every now and then. | |
3. | Strengthening the obligations in safety and environmental protection and comprehensively improving the management level regarding safety and environmental protection. The Company will foster solid concept of safety and green development, make up the deficiencies based on lessons of the past accidents in regard to safety and environmental protection, fill the leak and concentrate on deepening the safety standards and perfect the safety production system. Besides, it will carry out safety trainings involving the entire personnel with an aim to improve the safety consciousness of the personnel; consolidate the basic management so as to improve the capability of safety and environmental protection management; and intensify monitoring on safety and environmental protection and consolidate the consciousness of safety warning standards following the lead of risk identification and risk prevention and control. Furthermore, the Company will hold fast to maintain the ecological integrity by means of enhancing the sense of law and responsibility with regard to environmental protection, further control over the pollutant discharges, increasing investment in environmental protection facilities and making more efforts to carry through responsibilities, thus ensuring the occupational health and safety of the employees and providing adequate guarantee for the sustainable development of the Company. |
4. | Improving the capability of efficiency enhancement through marketing and creating new strengths in trading and logistics. Sticking to the market-oriented development strategy, the Company will fully capitalize on its centralized management strengths on sale, procurement and logistics, and deepen the organic integration of various business forms such as marketing, logistics, finance and e-commerce, so as to tap the potentials in the market and improve the operating capability of the Company; it will devote further efforts to develop the market of products with high added value so as to guide the industrial restructuring and transformational development of the Company; meanwhile, it will further consummate the price management system of the Company, make innovation in the management of marketing and procurement, and enhance its market influence and leading position; it will give free rein to platform and brand advantages of the Company and make new breakthrough in the international trading segment and it will further improve its competitiveness in intensive operation from the perspective of procurement management, press ahead strategic cooperation and build up new competitive advantages of the Company; in addition, the Company will speed up the integration of logistics resources, improve logistics operation mechanism and management mode, improve working efficiency, put efforts in business expansion, strengthen the capabilities for internal cost reduction and profitability. |
5. | Continuing to utilize the combined driving effects of investment and the technology to improve the core competitiveness of the Company. In terms of investment projects, the Company will seek a favorable pattern of "sufficient projects in operation, under construction and in pipeline". In addition, it will emphasize economic benefits for projects in operation, focus on the progress for projects under construction and highlight preparations for the projects in pipeline. The Company follow the assessment, rewards and penalty mechanism of the project principal to assure the completion of Inner Mongolia Huayun New Materials Project (內蒙古華雲新材料項目) and Relocation of Industries from City Urban Area to Industrial Parks conducted by Guizhou Light Alloy New Materials (貴州輕合金新材料退城進園項目) during the year. In terms of scientific and technological innovation, the Company will devote more efforts on the key points such as guarantee of ore resources and enhancement of ore utilization, energy conservation and environment protection, quality improvement and consumption reduction, industrial upgrade as well as the development of new products. It will adopt flexible operation mechanism for research and development projects, promote the demonstration projects of new technology industrialization and accelerate the transformation and application of the scientific and technological achievements. Furthermore, in close allusion to the integration of intelligent manufacturing and management, it will spare no effort to carry forward the construction of the integrated platform for the production and management based on the intelligent production and energy management of the enterprises and progressively deepen the application of information technology to the management, production and operation of the Company, thus providing technological support for the transformation and upgrade as well as improvement of quality and efficiency of the Company. |
6. | Fully leveraging on the capital market and increasing profits through capital operation. The Company will make full use of the capital market and carry out joint-capital cooperation through assets and equity consolidation, and other approaches, which will control investment risks by dint of sharing both risks and benefits together with the investors. The Company will continue to avail itself of the "bringing in and going out" strategy to consolidate the favourable image of the Company in the capital market through the roadshows and the reverse roadshows, thus increasing the value of the Company. Moreover, the Company will make the best of its preponderant position arising from its listing status in Shanghai, Hong Kong and New York, capitalize on the capital and debenture market channels both abroad and at home and leverage on regional financial and economic platforms to expand the financing channels effectively, fully utilize the existing cash and aim to enhance its economic benefits through both the capital operation and fund utilization. |
7. | Persisting in the comprehensive implementation of precise management and making innovation in the comprehensive energy management. The Company will comprehensively boost the precise management and further consolidate the foundation to turn around and extricate from the plight of loss by establishing the three major precise management platforms for the project-based improvement, for all-involvement innovation and for reinforcing basic management. In particular, the Company will shore up the weak spots of value chain and improve the performance by virtue of project-based improvement; inspire the pragmatic and entrepreneurial passion of the employees and foster new-type of team through the all-involvement innovation and benefit-making initiatives; and constantly level up the basic management standards by unremittingly strengthening the on-site management step by step. Meanwhile, the Company will strive to make innovation in the comprehensive energy management and include all the electricity consumption of electrolytic aluminum and alumina enterprises and the wind resources, gasoline and water used for the production of enterprises into the energy management system with a view to effectuating the full coverage of energy management and the all-round reduction of cost and consumption. |
8. | Optimizing legal and regulatory system, preventing all-dimensional operating risks. The Company will comprehensively fulfill the goals of legitimate audit ratio of 100% (三項法律審核), under which legal personnel preliminarily participated in major projects and decisions and monitored subsequent whole process, Furthermore, it intensified legal management by regulating legal contracts and documents, establishing regional law centers, and all contracts were required to be reviewed by legal personnel. It also strengthened internal audit, strictly implemented internal control and enhanced high-risk business management, eliminated management loopholes and prevented possible dangers, through unannounced inspection and separate inspection. |
Chairman
23 March 2017
1. | Competition Risks in the Industry |
It demonstrates an imbalanced output and market supply in aluminum industry which cannot mitigate in a short term, and fierce market competition pose relatively substantial challenges to the Company in its operation. | |
To cope with the risk, the Company keeps carrying out special actions to improve quality and efficiency, deepen meticulous management, strengthen the efforts of marketing, accelerate restructuring, transformation and upgrading, enhance the market competitiveness of products and the Company's comprehensive capability. Furthermore, the Company continues to intensify analysis to macro-economy, industry policies as well as the situations of its counterparties in order to promptly formulate and adjust its corresponding countermeasures. |
2. | Safety and Environmental Risks |
Stringent requirements in relation to safe production and environmental protection ability for a company have been stipulated in the Production Safety Law of People's Republic of China and the Environmental Protection Law of People's Republic of China, As the Company's production and operations involve coal and non-coal mines, construction, chemicals and other high-risk activities, any safety or environmental accident will inflict huge losses on the reputation and assets of the Company. | |
To cope with the risk, the Company keeps improving management rules, assigns responsibilities and further strengthens supervision and examination in terms of safety and environmental protection. It screens relevant hazards, takes preventive measures; constantly increases awareness among enterprises and all employees in the aspects of on-site management and safety and environmental protection management by providing more training courses. It also allocates more funds with a view to upgrade and reconstruct technology and equipment, constantly promotes energy saving and reduction of emissions. | |
3. | Economic Environment Risks |
Affected by current macro-economy and policies at home and abroad, the business of the non-ferrous metal sector where the Company operates exits many risks and uncertainties. | |
To cope with such risks, the Company made thorough research and analysis on macro-economy, government policies, industrial development, intensified market analysis and judgement and adopted corresponding actions against potential risks. It accelerated restructuring, transformation and upgrading, thus cultivating new profit growth and enhancing its comprehensive competitiveness and anti-risk capabilities. |
4. | Market Price Risks |
The Company expects that there will be long-term sharp fluctuations for aluminum products, and its certain raw and auxiliary materials are relatively concentrated which has a material and potential impact on the Company's financial position and operating results. | |
To cope with the risk, the Company intensifies prudent judgement on the market, fully brings about the effect of supervision and control over market price risk and alert thereof, continuously improves its risk control capability in market price; speeds up its auxiliary mines construction and develops auxiliary power generation business, optimizes purchase models, constantly strengthens production costs and expenses control, reasonably makes use of financial derivatives and enhances interaction between futures and spot commodities. | |
5. | Cash Flow Risks |
Although the gearing ratios of the Company have apparently improved, but they remain relatively high with weak products profitability. The Company has taken various measure to reduce capital expenditure and costs and expenses, but it may still fail to avoid a shortfall in cash inflow, which may materially affect the Company's financial situation. | |
To cope with the risk, the Company intensifies the concentration control over funds, keeps perfecting the monitoring and control mechanism of cash flows risk indicators, innovates in funds management and control. The Company monitors in real time the capital structure, debt structure, costs for fundraising, uses of funds and return of funds. It strengthens budget management, manages funds from the source, avoids large-amount or accidental expenditure out of the budget, keeps optimizes mechanism of funds using responsibility and appraisal, enhances awareness of funds costs at all levels of person-in-charge and all staff. |
6. | Interest Rate Risks |
As the Company has a relatively large amount of debts, changes in interest rates will increase uncertainties in the Company's financing costs, which may in turn affect the Company's business objectives. | |
To cope with the risk, the Company strengthened analysis and research in the trend of interest rate. It proactively expanded financing channels, innovated in financing methods so as to reduce financing costs and optimize financing structure. It also put tremendous efforts in reduction of the accounts receivables, inventory which reduced occupying of funds. | |
7. | Risks Arising from Financial Derivatives |
The obvious fluctuations of the products of the Company call for the increasing use of financial derivative instruments (hedging) to address the risks of market price fluctuations. Accordingly, lack of timely funding to maintain hedging positions, exchange rate changes, and relevant personnel's failure to fulfill their confidentiality obligations, may materially affect the Company's financial position and operating results. | |
To cope with such risks, the Company strengthens analysis on the market conditions, keeps improving its ability to study and judge developments of product prices, and adopts timely measures based on its analysis on potential risks in macro economy and relevant markets and inside the Company. Furthermore, the Company constantly optimizes its management measures on commodity futures to avoid any non-compliance relating to the operation of futures and strengthens personnel training to build a management team for operation of futures. |
Recipient of poverty alleviation and donations | Nature | Amount | |
(RMB0'000) | |||
Zhag'yab County, Tibet Autonomous Region | Fixed-point poverty alleviation | 300.00 | |
Zhag'yab County, Tibet Autonomous Region | Fixed-point poverty alleviation | 300.00 | |
Haiyan County, Qinghai Province | Fixed-point poverty alleviation | 150.00 | |
Dawu Village, Dahua Yao Autonomous County, Guangxi Zhuang Autonomous Region | Fixed-point poverty alleviation | 31.00 | |
Donations to environmental protection, cultural and sports, medical and health, the disabled and other public welfare undertakings and charities | Donation | 24.00 |
1. | Developed the Key Tasks on Production Safety and Environmental Protection of Aluminum Corporation of China Limited for 2016, which aims to ensure that the responsibilities on production safety and environmental protection are specifically allocated and relevant responsibility performance is considered in assessment through subdividing and assigning work targets by level to enterprises and departments who are required to sign safety responsibility undertakings or commitments. |
2. | Developed the Working Rules of the Ocupational Health, Safety and Environment Committee of Aluminum Corporation of China Limited, further clarifying the roles and rules of procedure of the committee and thus providing assurance for the committee to perform its functions. |
3. | Engaged experts from China Quality Certification Centre to provide trainings on quality control and new environmental management system standards for management personnel of its subsidiaries who are responsible for the implementation of the three management systems. |
4. | Carried out special actions to enhance site management for three consecutive years and conducted in-depth checks to identify and address various potential hazards, treating them actively by emphasising rectification and implementation. Through these efforts, workplace conditions of each entity were improved significantly, and the Company's on-site management and safety and environmental management standard were effectively elevated. |
5. | Carried out safety and environmental checks to strengthened supervision. In addition to routine checks, two company-wide major safety and environmental checks on production sites were carried out by a team led by the leaders of the Company to supervise, inspect and guide the work on safety and environmental protection and to coordinate and address important issues, which elevated employees' awareness on safety and environmental protection. |
6. | Increased investment in safety and environmental protection to ensure compliance with relevant laws and regulations. The Company made special arrangements for ultra-low emission transformation of 18 boilers of seven subordinate enterprises, thus accomplishing ultra-low emissions and green operation ahead of schedules. At Baotou Aluminum Company Ltd. (包頭鋁業有限公司), a production line with an annual processing capacity of 10,000 tonnes was constructed for harmless disposal of electrolyzer linings dismantled during major overhauls, thereby reducing the risks associated with storage of hazardous waste. At the Liancheng branch of China Aluminum (中國鋁業連城分公司), the rainwater and sewage separation and sewage treatment facilities were transformed and upgraded to effectively reduce the risk of water pollution. |
2016 | 2015 | |||
Total dividends paid: (RMB million) | Nil | Nil | ||
Percentage to profits attributable to holders of the interests of the Company: (%) | Nil | Nil |
Name | Amount | Interest start date | Maturity date | Issuing rate | |||||
(RMB'00 million) | (%) | ||||||||
2016 Chalco SCP001 super short-term commercial paper | 15 | 2016-05-27 | 2017-02-20 | 3.98 | |||||
2016 Chalco SCP002 super short-term commercial paper | 30 | 2016-07-29 | 2017-01-24 | 3.73 | |||||
2016 Chalco SCP003 super short-term commercial paper | 30 | 2016-08-10 | 2017-05-07 | 3.55 | |||||
2016 Chalco Ningxia CP001 short-term commercial paper | 4 | 2016-04-08 | 2017-04-08 | 4.13 | |||||
2016 Chalco 01 corporate bonds | 32.15 | 2016-09-23 | 2019-09-23 | 4.90 | |||||
2016 Senior perpetual capital securities | USD500 million | 2016-11-07 | 5+N | 4.25 |
Unit: RMB0'000 | |||||
Total proceeds | 789,747 | Aggregate amount of proceeds utilised in the year | 0 | ||
Total amount of proceeds used for other purposes | – | Accumulative total amount of proceeds utilised | 789,747 | ||
Percentage of total amount of proceeds used for other purposes | – |
Committed investment project | Project changed, including partial change (if any | ) | Committed investment amount | Investment amount after adjustment | Commitment amount as of the end of the period | Amount invested in the year | Accumulative investment amount as of the end of the period | Difference between accumulative investment and commitment amount as of the end of the period | Investment progress as of the end of the period | Time when the project got ready for its intended use | Revenue generated in the year | Whether achieving the expected revenue or not | Whether or not any significant change in the feasibility of the project | ||||||||||||||||||||||||||
(Note 2 | ) | (% | ) | ||||||||||||||||||||||||||||||||||||
Chalco Xing County alumina project (Note 1) | No | 470,000 | 460,993 | 460,993 | 0 | 460,993 | 0 | 100 | 2014 | N/A | N/A | No | |||||||||||||||||||||||||||
Bayer Ore-dressing Process expansion construction project of Chalco Zhongzhou Branch | No | 130,000 | 130,000 | 130,000 | 0 | 130,000 | 0 | 100 | 2014 | N/A | N/A | No | |||||||||||||||||||||||||||
Replenishment of working capital | No | 200,000 | 198,754 | 198,754 | 0 | 198,754 | 0 | 100 | N/A | N/A | N/A | No | |||||||||||||||||||||||||||
Total | 800,000 | 789,747 | 789,747 | 0 | 789,747 | 0 | |||||||||||||||||||||||||||||||||
Utilisation of idle proceeds for temporary replenishment of working capital | Nil | ||||||||||||||||||||||||||||||||||||||
Utilisation of idle proceeds for cash management by investing in financial products | Nil | ||||||||||||||||||||||||||||||||||||||
Utilisation of excess proceeds for permanent replenishment of working capital or repayment of bank loans | N/A | ||||||||||||||||||||||||||||||||||||||
Balance of the proceeds and the reasons therefor (Note 3) | All of the balances in the amount of RMB1,791,400, RMB4,885,500 and RMB1,182,400 in the designated accounts for the proceeds to be invested in the Chalco Xing County alumina project and the Bayer Ore-dressing Process expansion construction project of Chalco Zhongzhou Branch and used for replenishment of working capital, respectively, are interest income available to be used for replenishing working capital when necessary. | ||||||||||||||||||||||||||||||||||||||
Other uses of the proceeds | Nil |
Note 1: | On 29 December 2015, the 2015 second extraordinary general meeting of the Company approved the disposal of the 50% equity interest in Shanxi Huaxing and the use of proceeds therefrom for permanent replenishment of working capital. Therefore, the consideration in the amount of RMB2,351,478,800 received from the disposal of the 50% equity interest in Shanxi Huaxing would be all used for permanent replenishment of the working capital of the Company. |
Note 2: | The difference between the amount of proceeds used in the Chalco Xing County alumina project and for replenishment of working capital and the total committed investment amount was used to pay underwriting fees. |
Note 3: | As at the date of this report, all of the balance in the designated account for the proceeds will be used for replenishment of working capital of the Company. The Company proposes to transfer all capital out of the designated account for the proceeds and cancel such account by 30 June 2017. |
1. | The bauxite mining project of Zhongzhou at Duancun-Leigou (中州段村 – 雷溝鋁土礦開採工程): Investment in project construction amounted to RMB1,358 million, and by the end of 2016, an aggregate of RMB1,079 million of capital expenditure had been incurred. In November 2016, the project was ready for mining operation and commenced trial production, creating an additional production capacity of 1,600,000 tonnes of bauxite per annum. |
2. | The underground mining project of 0–24 line in Guizhou Maochang Mine (貴州貓場礦0–24地下開採工程): Investment in project construction amounted to RMB787 million, and by the end of 2016, an aggregate of RMB714 million of capital expenditure had been incurred. The project was completed and commenced trial production in June 2016, creating an additional production capacity of 1,200,000 tonnes of bauxite per annum. |
3. | The 500,000-tonne aluminum alloy product structure adjustment, upgrade and technical innovation project of Inner Mongolia Huayun (內蒙古華雲50萬噸鋁合金產品結構調整升級技術改造項目): Investment in project construction amounted to RMB5,911 million, and by the end of 2016, an aggregate of RMB2,200 million of capital expenditure had been incurred. The first batch of electrolytic cells of the project is expected to put into production in August 2017, which will bring an additional production capacity of 500,000 tonnes of electrolysis aluminum per annum. |
(a) | Litigation |
(b) | Contingent Liabilities |
Ge Honglin | Appointed on 26 February 2015, resigned on 16 February 2016 | |
Ao Hong | Re-appointed on 28 June 2016 | |
Liu Xiangmin | Re-appointed on 27 June 2013 and retired on 28 June 2016 | |
Lu Dongliang | Appointed on 28 June 2016 | |
Jiang Yinggang | Re-appointed on 28 June 2016 |
Yu Dehui | Re-appointed on 28 June 2016 | |
Liu Caiming | Re-appointed on 28 June 2016 | |
Wang Jun | Re-appointed on 28 June 2016 |
Chen Lijie | Re-appointed on 28 June 2016 | |
Hu Shihai | Re-appointed on 28 June 2016 | |
Lie-A-Cheong Tai Chong,David | Re-appointed on 28 June 2016 |
Zhao Zhao | Appointed on 27 June 2013 and retired on 28 June 2016 | |
Liu Xiangmin | Appointed on 28 June 2016 | |
Yuan Li | Re-appointed on 27 June 2013 and retired on 28 June 2016 | |
Wang Jun | Re-appointed on 28 June 2016 | |
Wu Zuoming | Appointed on 28 June 2016 |
Name | Position in the Company | Number of A Shares of the Company held as personal interests | Capacity | Percentage in relevant class of issued share capital | Percentage in total issued share capital | ||||||
Jiang Yinggang | Executive Director | 10,000 | Beneficial owner | 0.000091% | 0.000067% | ||||||
Zhao Zhao | Chairman of the Supervisory Committee (resigned) | 5,100 | Beneficial owner | 0.000047% | 0.000034% |
1. | Major Customers |
The Company always puts customers first. Through enhancing in-depth communication with customers to understand their needs, the Company is committed to providing customers with quality and efficient products and services, while improving customer satisfaction by adopting multiple ways to consolidate its relationship with customers. The Company has in place a sound quality management system to ensure the quality and reliability of its products, and a multi-channel communication mechanism to promote its products and understand customers' needs while maintaining close contact with customers and enhancing customer service experience. Furthermore, after-sales services are improved through the establishment of a mechanism for receiving and addressing consumer complaints as well as customer satisfaction surveys. On the other hand, the Company regards facilitating the development of its customers as a key goal of serving customers. To cope with a changing market environment together with customers, the Company strives to get an in-depth understanding of customer needs and develop compatible products jointly with its customers based on their respective fields. Through continuous improvement in product technology to meet customer needs, the Company is able to achieve common development with its customers while securing sales growth. | |
The Company's main products are alumina and primary aluminum. The Company's major customers are, in respect of alumina, domestic electrolytic aluminum enterprises and in respect of primary aluminum, domestic aluminum fabrication enterprises and distributors. | |
The Company sells alumina products to customers mainly through long-term sales agreements and spot market sales. The Company sells self-produced alumina and certain alumina products sourced from external suppliers to its customers under long-term sales agreements with a term ranging from one to three years. Such long-term sales agreements usually specify annual or monthly sales quantities, quality standards, pricing policies and payment terms for the alumina sold. The selling prices for alumina sold on the spot market are determined by the Company by taking into account (i) global and domestic supply and demand; (ii) price of imported alumina and import-related expenses; (iii) international and domestic transportation costs; and (iv) the Company's short- and medium-term forecast for alumina prices. |
The Company sells primary aluminum products to customers mainly through the following ways: (i) sales agreements, which are entered into between the Company and its customers that have long-standing business relationship with it, generally with a term of one year and selling prices determined based on the prices quoted on the Shanghai Futures Exchange and prevailing market prices; (ii) futures contracts ranging from one to twelfth months on the Shanghai Futures Exchange; and (iii) spot market sales, with selling prices determined by reference to such factors as market spot prices and transportation costs. | |
In 2016, sales to the five largest customers of the Company amounted to RMB15,228 million and accounted for 11% of the Company's total annual sales, among which sales to related parties were RMB4,848 million, accounting for 3% of the Company's total annual sales. | |
2. | Suppliers |
The Company purchases products including various raw and auxiliary materials and fuels used in the process of production and operation via its suppliers. It always regards suppliers as its important partners. By adhering to the principle of "long-term cooperation, mutual support, complementary advantages and seeking common development", the Company carries out all-round cooperation involving multiple aspects with the suppliers, with the aim to create a healthy and sustainable supply chain. The Company endeavors to strengthen communication with the suppliers and adopts various cooperation modes including strategic procurement and establishment of advanced technology partnership. Such endeavors not only safeguarded the Company's access to the high-quality, stable and cost-effective supply of products and services, but also provided a broad space and platform for the business development, scale expansion and corporate growth of the suppliers. In addition, the Company also intensifies management over suppliers and contractors along upstream and downstream of its supply chains and classifies the suppliers with reference to the importance, purchase quantity and dependence. It also establishes a comprehensive assessment system for its suppliers and makes adjustment to suppliers according to the assessment results. | |
In 2016, the procurement amounts from the top five suppliers of the Company amounted to RMB16,704 million, accounting for 27.3% of the total procurement amounts. In particular, none of the top five suppliers is related party. |
Chairman
23 March 2017
1. | MEMBERS OF THE SUPERVISORY COMMITTEE |
On 28 June 2016, the Company held the 2015 annual general meeting, at which the terms of all members of the fifth session of the Supervisory Committee of the Company expired and Mr. Zhao Zhao, the former chairman of the Supervisory Committee and Mr. Yuan Li, a Supervisor resigned. At the general meeting, Mr. Liu Xiangmin and Mr. Wang Jun were elected as shareholders representative Supervisors of the sixth session of the Supervisory Committee of the Company respectively, of which Mr. Liu Xiangmin was a newly elected Supervisor and Mr. Wang Jun was a re-elected Supervisor. At the employee's representatives meeting held on the same date, Mr. Wu Zuoming was elected as an employee-representative Supervisor of the sixth session of the Supervisory Committee of the Company. | |
On 28 June 2016, Mr. Liu Xiangmin was elected as the chairman of the six session of the Supervisory Committee at the first meeting of the sixth session of the Supervisory Committee. |
2. | SUPERVISORY COMMITTEE MEETINGS |
In 2016, five meetings were held by the Supervisory Committee of the Company, of which 2 were on-site meeting, and 3 were telecommunication meetings. The main contents of which are as follows: | |
The sixteenth meeting of the fifth session of the Supervisory Committee of the Company was held on 17 March 2016, with all three Supervisors attending the meeting in person. The meeting considered and approved the proposals in respect of the 2015 Annual Report, the 2015 Work Report of the Supervisory Committee, the 2015 Corporate Social Responsibility Report, the 2015 Assessment Report on Internal Control and the 2015 Special Report on the Deposit and the Actual Utilization of the Previously Raised Proceeds, etc. | |
The seventeenth meeting of the fifth session of the Supervisory Committee of the Company was held by means of telecommunications on 28 April 2016, with all three Supervisors attending the meeting. The meeting considered and approved proposal in respect of the 2016 First Quarterly Financial Report of the Company. | |
The first meeting of the sixth session of the Supervisory Committee of the Company was held on 28 June 2016, with all three Supervisors attending the meeting in person. Mr. Liu Xiangmin was elected as the chairman of the six session of the Supervisory Committee at the meeting. | |
The second meeting of the sixth session of the Supervisory Committee of the Company was held by means of telecommunications on 25 August 2016, with all three Supervisors attending the meeting. The meeting considered and approved the proposals in respect of the 2016 Interim Financial Report of the Company and the 2016 Interim Special Report on the Deposit and the Actual Utilization of the Previously Raised Proceeds. | |
The third meeting of the sixth session of the Supervisory Committee of the Company was held by means of telecommunications on 20 October 2016, with all three Supervisors attending the meeting. The meeting considered and approved the proposal in respect of 2016 Third Quarterly Financial Report of the Company. | |
All of the above mentioned meetings of the Supervisory Committee were in accordance with the relevant provisions of laws and regulations including the Company Law and the Articles of Association of the Company. |
3. | MAJOR DUTIES OF THE SUPERVISORY COMMITTEE AND ITS INDEPENDENT OPINION |
During the reporting period, the Supervisory Committee of the Company performed its duties in a diligent manner in accordance with the functions and duties conferred by the Company Law and the Articles of Association. |
(I) | Inspection of Implementation of Resolutions of the General Meetings | |
Members of the Supervisory Committee attended the general meetings and Board meetings as observers. No objection had been made to the reports and proposals submitted by the Board to the general meetings for consideration. The Supervisory Committee exercised supervision and inspection on implementation of the general meetings' resolutions by the Board, all Directors and the senior management. The Supervisory Committee is of the opinion that the Directors and the senior management of the Company have diligently discharged their responsibilities and strictly fulfilled the resolutions passed at the general meetings. | ||
(II) | Inspection of Legal Compliance of the Company's Operations | |
The Supervisory Committee exercised supervision in routine work over the legal compliance and legality of the Company's operation and management. It has also exercised supervision over the work performance of the Company's Directors and senior management. The Supervisory Committee is of the opinion that the legal compliance of the Company's operation, together with its business and decision-making procedures, have complied with the relevant provisions of laws and regulations including the Company Law and the Articles of Association; the Directors and senior management of the Company have discharged their duties according to the principle of due diligence and good faith, and complied with relevant provisions of laws and regulations including the Company Law and the Articles of Association of the Company; and no damages to the interests of the Company and the shareholders have been found during the discharging of duties by the abovementioned staffs. |
(III) | Inspection of the Company's Financial Activities | |
During the year, the Supervisory Committee cautiously reviewed the financial statements of each period, and supervised and inspected the Company's implementation of relevant financial policies and legislation as well as details on the Company's assets, financial income and expenditure and related parties transactions. The Supervisory Committee considered that the operating results achieved by the Company were true and all the related party transactions were entered into on a fair basis. The financial reports of the Company truly reflected the financial position and operating results of the Company. The preparation and review procedures for the reports were in compliance with the requirements of laws and regulations, the Articles of Association and the Company's internal control system. Information on the all significant events of the Company in 2016 has been disclosed pursuant to relevant regulations. The preparation and disclosure of information of the Company were strictly in accordance with the principles of truthfulness, timeliness, accuracy, completeness and fairness. The Supervisory Committee approved the annual audit report on the financial statements of the Company as issued by Ernst & Young Hua Ming LLP, the domestic auditor, and Ernst & Young, the international auditor. | ||
(IV) | Inspection of the Utilization of Proceeds Raised by the Company | |
The non-public issuance of A shares of the Company was successfully completed in June 2015. According to relevant requirements of the Measures for the Administration of the Fund Raising by Listing Companies on the Shanghai Stock Exchange (《上海證券交易所上市公司募集資金管理辦法》), the Supervisory Committee of the Company continuously supervised the actual management and utilization of the proceeds, and considered and reviewed the Interim Special Report on the Deposit and the Actual Utilization of the Previously Raised Proceeds prepared semi-annually. The Supervisory Committee is of the opinion that the deposit and the actual utilization of the proceeds have been in compliance with the relevant requirements and there was no non-comliance in respect of deposit and utilization of the proceeds. |
(V) | Inspection of the Acquisitions and Disposals of the Company's Assets | |
After reviewing the acquisitions and disposals of assets of the Company during the year, the Supervisory Committee is of the opinion that, the consideration for the transactions conducted by the Company was fair, without insider dealings and acts impairing the interests of the shareholders or leading to a loss in the Company's assets. | ||
(VI) | Inspection of Connected Parties Transactions of the Company | |
During the reporting period, the Supervisory Committee reviewed the connected parties transactions between the Company and its subsidiaries and Aluminum Corporation of China (中國鋁業公司) and its subsidiaries, and is of the opinion that, the procedures for entering into connected parties transactions were in compliance with the requirements of relevant laws and regulations and the Articles and Association of the Company. The information on connected parties transactions was timely and sufficiently disclosed, without acts impairing the interests of the shareholders or the Company. |
(VII) | Review of Self-assessment Report on Internal Control | |
During the reporting period, the Supervisory Committee listened to reporting in respect of the Company's internal control and examination and fully performed its role of guidance and supervision. The Supervisory Committee reviewed "2015 Assessment Report on Internal Control of the Company" and the "Working Papers of Directors Assessment on the Internal Control of the Company", and is of the opinion that the Company has established and improved sound internal control systems applicable to the Company at all levels in accordance with the requirements of the "Basic Principles of Corporate Internal Control" and the "Guidelines on Internal Control for Companies Listed in Shanghai Stock Exchange", thereby ensuring that all business activities of the Company are carried out in a standardized and orderly manner and guaranteeing the security and integrity of the Company's assets. The Supervisory Committee is of the view that the self-assessment on the internal control of the Company is comprehensive, true and accurate in reflecting the status quo therein. | ||
In 2017, the Supervisory Committee will continue to diligently perform the duties of the Company's standing supervisory body in accordance with the powers and responsibilities conferred by the Company Law and other relevant laws and regulations as well as the Articles of Association of the Company. The Supervisory Committee will perform the duty of supervising the Company in such aspects as operation, information disclosure, related parties transactions, financial report and so forth. The Supervisory Committee will also be responsible for the supervision on the Board and its members and the senior management members of the Company, so as to prevent them from abusing their powers and authorities to infringe the lawful rights and interests of the shareholders, the Company and its staff. |
By Order of the Supervisory Committee | |
Liu Xiangmin | |
Chairman of the Supervisory Committee |
23 March 2017
1. | In addition to the Audit Committee, the Remuneration Committee and the Nomination Committee, the Company has also established the Development and Planning Committee and Occupational Health and Safety and Environment Committee. |
2. | All members of the Audit Committee are independent non-executive Directors, of whom Mr. LIE-A-CHEONG Tai Chong, David, the chairman of the Committee, possesses extensive professional experience in finance, auditing and business operation and is the financial expert of the Board of the Company. |
Commencement date | Expiry date | Whether allowed to be re-appointed upon expiry of the term | ||
Yu Dehui | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed | |
Liu Caiming | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed | |
Wang Jun | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed | |
Chen Lijie | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed | |
Hu Shihai | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed | |
Lei-A-Cheong Tai Chong, David | 28 June 2016 | Date of the 2018 general meeting | Allowed to be re-appointed |
Name of Director | Required attendance at physical Board meetings | Actual attendance | Attendance rate of physical meetings | Required attendance at telecommunication Board meetings | Actual attendance | Attendance rate of telecommunication meetings | Required attendance at general meetings | Actual attendance | Attendance rate of general meetings | ||||||||||
Ge Honglin (resigned) | 0 | N/A | N/A | 1 | 1 | 100% | 0 | N/A | N/A | ||||||||||
Yu Dehui | 4 | 2 | 50% | 5 | 5 | 100% | 3 | 2 | 66.67% | ||||||||||
Ao Hong | 6 | 5 | 83.33% | 7 | 7 | 100% | 3 | 1 | 33.33% | ||||||||||
Liu Caiming | 6 | 6 | 100% | 7 | 7 | 100% | 3 | 2 | 66.67% | ||||||||||
Liu Xiangmin (resigned) | 4 | 4 | 100% | 4 | 4 | 100% | 3 | 3 | 100% | ||||||||||
Lu Dongliang | 2 | 2 | 100% | 3 | 3 | 100% | 2 | 2 | 100% | ||||||||||
Jiang Yinggang | 6 | 5 | 83.33% | 7 | 7 | 100% | 3 | 2 | 66.67% | ||||||||||
Wang Jun | 6 | 6 | 100% | 7 | 7 | 100% | 3 | 3 | 100% | ||||||||||
Chen Lijie | 6 | 6 | 100% | 7 | 7 | 100% | 3 | 3 | 100% | ||||||||||
Hu Shihai | 6 | 5 | 83.33% | 7 | 7 | 100% | 3 | 2 | 66.67% | ||||||||||
Lie-A-Cheong Tai Chong, David | 6 | 6 | 100% | 7 | 7 | 100% | 3 | 2 | 66.67% |
Note 1: | Mr. Ge Honglin resigned as a Director of the Company on 16 February 2016. During his term of office, no physical Board meeting and general meeting was held during the year of 2016 except one Board meeting held by means of telecommunications. |
Note 2: | Mr. Yu Dehui attended the 2016 first extraordinary general meeting held on 8 April 2016 as a candidate of Director, and was elected as a Director of the Company. During his term of office, a total of 9 Board meetings were convened by the Company. Occupied by other business affairs, Mr. Yu Dehui did not attend the 33rd meeting of the fifth session of the Board of the Company held on 9 May 2016, and 4th meeting of the six session of the Board of the Company held on 3 November 2016, and appointed Mr. Ao Hong to attend the above-mentioned two meetings as his alternate and vote according to his expressed intention. Occupied by other business affairs, Mr. Yu Dehui did not attend the 2016 second extraordinary general meeting held by the Company on 6 September 2016. |
Note 3: | Occupied by other business affairs, Mr. Ao Hong did not attend the first meeting of the sixth session of the Board of the Company held on 28 June 2016, and appointed Mr. Lu Dongliang to attend the meeting as his alternate and vote according to his expressed intention. Occupied by other business affairs, Mr. Ao Hong did not attend the 2015 annual general meeting of the Company held on 28 June 2016 and the 2016 second extraordinary general meeting held on 6 September 2016. |
Note 4: | Occupied by other business affairs, Mr. Liu Caiming did not attend the 2016 second extraordinary general meeting of the Company held on 6 September 2016. |
Note 5: | Mr. Liu Xiangmin attended the 2016 first extraordinary general meeting of the Company held on 8 April 2016 and the 2015 annual general meeting of the Company held on 28 June 2016 as a Director, and attended the 2016 second extraordinary general meeting of the Company held on 6 September 2016 as the chairman of the Supervisory Committee. |
Note 6: | Mr. Lu Dongliang attended the 2015 annual general meeting of the Company held on 28 June 2016 as a candidate of Director, and he was elected as a Director of the Company. During his term of office, Mr. Lu Dongliang attended all Board meetings and general meetings of the Company held during the year of 2016. |
Note 7: | Occupied by other business affairs, Mr. Jiang Yinggang did not attend the first meeting of the sixth session of the Board of the Company held on 28 June 2016. and appointed Mr. Lu Dongliang to attend the meeting as his alternate and vote according to his expressed intention. Occupied by other business affairs, Mr. Jiang Yinggang did not attend the 2015 annual general meeting of the Company held on 28 June 2016. |
Note 8: | Occupied by other business affairs, Mr. Hu Shihai did not attend the 4th meeting of the sixth session of the Board of the Company held on 3 November 2016 in person and appointed Ms. Chen Lijie as his alternate to attend the meeting and vote according to his expressed intention. Occupied by other business affairs, Mr. Hu Shihai did not attend the 2016 second extraordinary general meeting of the Company held on 6 September 2016. |
Note 9: | Occupied by other business affairs, Mr. Lie-A-Cheong Tai Chong, David did not attend the 2016 second extraordinary general meeting of the Company held on 6 September 2016. |
Name of Director | Training (Note 1) | |
Ge Honglin (resigned) | B | |
Yu Dehui | A, B | |
Ao Hong | A, B | |
Liu Caiming | A, B | |
Liu Xiangmin (resigned) | A, B | |
Lu Dongliang | A, B | |
Jiang Yinggang | A, B | |
Wang Jun | A, B | |
Chen Lijie | B | |
Hu Shihai | B | |
Lie-A-Cheong Tai Chong, David | B, C |
A. | Training for Directors, Supervisors and senior management organized by the Securities Regulatories. |
B. | Self-study on the domestic and foreign securities laws and regulations. |
C. | Participation in trainings organized by other domestic and foreign institutions. |
(a) | Formulation and review of the policies and practice on corporate governance of the Company; |
(b) | Review and supervision on the training and continuous professional development of the Directors and senior management; |
(c) | Review and supervision on the policies and practice in compliance with laws and regulatory requirements of the Company; |
(d) | Formulation, review and supervision on the compliance of employees and Directors with applicable Code of Conduct and Compliance Manual, if any; and |
(e) | Review of the compliance of the Company with the Corporate Governance Code and Corporate Governance Report under Appendix 14 of the Hong Kong Listing Rules. The Board had supervised and reviewed the implementation of the corporate governance policies of the Company, updated and prepared documents related to the internal control of the Group as well as analyzed the compliance of the Company with the CG Code in 2016. In addition, it adjusted the composition of the special committees under the Board according to the changes of the Directors. It convened three general meetings and thirteen Board meetings, and completed the relevant trainings of the Directors and Supervisors. The Board also supervised and inspected the implementation of the Board's resolutions by the management to further enhance initiatives such as the management of the investor relations. |
1. | to consider the Report of the Board, Report of Supervisory Committee and Consolidated Financial Report for the year 2015 of the Company; |
2. | to consider the loss recovery proposals of the Company in 2015; |
3. | to consider the resolution regarding the target remuneration for the Company's Directors, Supervisors and senior management members for the year 2016; |
4. | to consider the resolution in relation to the renewal of liability insurance for the Company's Directors, Supervisors and other senior management members; |
5. | to consider the resolution in relation to re-appointment of auditors of the Company; |
6. | to consider the resolution in relation to the provision of guarantees by the Company to Chalco Hong Kong and its subsidiaries for financing in foreign currencies; |
7. | to consider the resolution in relation to the provision of guarantees by the Company to Shanxi Huaze Aluminum and Power Co., Ltd. for financing; |
8. | to consider the resolution regarding the provision of guarantees to Chalco Ningxia Energy Group Co., Ltd. (中鋁寧夏能源集團有限公司) and its subsidiary; |
9. | to consider the resolution regarding the issuance of debt financing instruments of the Company; |
10. | to consider the resolution in relation to the issue of overseas bond(s) by the Company; |
11. | to consider the resolution regarding the general mandate to be granted to the Board of the Company to issue additional H shares; |
12. | the election of Directors of the sixth session of the Board and Supervisors of the sixth session of the Supervisory Committee of the Company. |
1. | to consider the resolution in relation to the acquisition of 60% equity interest in Chinalco Shanghai Co., Ltd; |
2. | to consider the resolution in relation to the increase in the guarantee amount provided for Ningxia Energy Group Co., Ltd. and its subsidiaries in 2016; |
3. | to consider the resolution in relation to the guarantee provided by China Aluminum International Trading Co., Ltd for Chalco Trading Hong Kong Co., Limited in respect of its overseas financing. |
1. | CORPORATE GOVERNANCE |
The Company has strictly complied with the requirements of the Company Law, the Securities Law, relevant provisions of the CSRC, Rules Governing the Listing of Stocks on Shanghai Stock Exchange ("Shanghai Stock Exchange Listing Rules") and Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") and seriously performed its governance obligations in line with the relevant requirements of the CSRC. The Company has also strictly complied with requirements on corporate governance under the Hong Kong Listing Rules. | |
The Company will continue to strictly comply with the requirements of the relevant regulatory bodies including the CSRC, Beijing Securities Regulatory Bureau, the Shanghai Stock Exchange and the Hong Kong Stock Exchange. The Company will continue to enhance its corporate governance measures in compliance with regulations and take initiatives to further enhance the corporate governance and internal control system of the Company. Aiming at protecting the interest of shareholders of the Company, the Company will maintain consistent, stable and sound developments and contribute to the society and its shareholders by means of its satisfactory performance results. The Company will also continue to comply with the requirements on corporate governance under the Hong Kong Listing Rules. | |
Since its incorporation, the Company has completely separated its business, staff, assets, organization and finance from its controlling shareholder. The Company has its independent and complete business and its own operations. | |
2. | ACQUISITIONS |
The Company had no material acquisition required to be disclosed in this year. | |
3. | TRUST ARRANGEMENT |
The Company had no trust arrangement required to be disclosed during the year. | |
4. | SUB-CONTRACTING |
The Company had no sub-contracting arrangement required to be disclosed during the year. |
5. | CHARGE AND PLEDGES |
As at 31 December 2016, the Group charged and pledged assets with a total amount of RMB8,271 million, including property, plant and equipment, land use rights, intangible assets, investment in an associate, and trade and notes receivables for bank loans. In the meantime, the Group also obtained certain bank borrowings by pledging its contractual rights to charge users for electricity generated and investment in a subsidiary. Details please refer to note 24 to the financial statements. | |
6. | GUARANTEES |
On 25 December 2006, Chalco Ningxia Energy Group Co., Ltd.(中鋁寧夏能源集團有限公司) (hereinafter referred to as "Ningxia Energy") entered into a guarantee contract with China Construction Bank – Yinchuan Xicheng Branch, providing a third-party joint and several liability for RMB35 million out of RMB70 million, the aggregate amount of project loan of Ningxia Tian Jing Shen Zhou Wind Power Co., Ltd. (寧夏天淨神州風力發電有限公司) (50% of its equity interest was then held by Ningxia Energy, which was fully transferred in 2014 to Ningxia Yinxing Energy Co., Ltd. (寧夏銀星能源股份有限公司), a controlling subsidiary of Ningxia Energy) with a loan term of 14 years. As of 31 December 2016, the balance of the guarantee provided by Ningxia Energy in proportion to its shareholding amounted to RMB24 million. | |
On 20 January 2012, Ningxia Energy and China Development Bank entered into a contract of pledge for accounts receivable under RMB-denominated loan (《人民幣資金貸款應收賬款質押合同》), which offered a pledge guarantee of charging rights in respect of a project loan of RMB30 million in total for Ningxia Power Investment Corporation (a shareholder of Ningxia Energy) with a loan term of 12 years. As of 31 December 2016, both of the balances of the loan and the guarantee amounted to RMB8 million. | |
As of 31 December 2016, the balance of the guarantee mutually provided between Ningxia Energy (a non-wholly owned subsidiary of the Company) and its subsidiaries amounted to RMB1,832 million. |
In October 2013 and April 2014, Chalco Hong Kong Ltd. (hereinafter referred to as "Chalco Hong Kong") and its certain subsidiaries provided guarantee for USD350 million senior perpetual bonds and USD400 million senior perpetual bonds issued by Chalco Hong Kong Investment Company Limited. In October 2016, Chalco Hong Kong provided guarantee for USD500 million senior perpetual bonds issued by Chalco Hong Kong Investment Company Limited. As of 31 December 2016, Chalco Hong Kong Investment Company Limited had issued USD1,250 million senior perpetual bonds, and the balance of the guarantee provided by Chalco Hong Kong and its certain subsidiaries amounted to USD1,250 million (equivalent to approximately RMB8,671 million). | |
In February 2015, the Company entered into a guarantee contract with the Kunming Branch of Ping An Bank, pursuant to which the Company would provide guarantee in respect of a loan of up to RMB1,000 million in total in proportion to its 60% shareholding for Guizhou Huajin Aluminum Co., Ltd. (貴州華錦鋁業有限公司) (hereinafter referred to as "Guizhou Huajin"), a controlling subsidiary of the Company. The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Guizhou Huajin drew down a loan of RMB627 million under the principal contract, and the balance of guarantee provided for Guizhou Huajin by the Company in proportion to its shareholding amounted to RMB376 million. | |
In April 2015, the Company entered into a guarantee contract with the JIC Leasing (Shanghai) Co., Ltd., pursuant to which the Company would provide guarantee in respect of finance lease of up to RMB500 million in total in proportion to its 60% shareholding for Guizhou Huajin. The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Guizhou Huajin dealt with finance lease of RMB500 million under the principal contract, and the balance of guarantee provided to Guizhou Huajin by the Company in proportion to its shareholding amounted to RMB300 million. | |
In April 2015, the Company entered into a maximum amount guarantee agreement (《最高額保證合同》) with the Guiyang Branch of Industrial Bank, pursuant to which the Company would provide a guarantee in respect of banking facilities up to RMB300 million in total in proportion to its 60% shareholding for Guizhou Huajin. The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Guizhou Huajin had taken out loans of RMB44 million under the principal contract, and the balance of guarantee provided by the Company in proportion to its shareholding amounted to RMB26 million. |
In April 2016, the Company entered into a maximum amount guarantee agreement (《最高額保證合同》) with the Jiaozuo Branch of China Construction Bank, pursuant to which the Company would provide a guarantee in respect of banking facilities up to RMB300 million in total for Chalco Zhongzhou Aluminum Co., Ltd. (a wholly-owned subsidiary, hereinafter referred to as "Chalco Zhongzhou"). The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Chalco Zhongzhou had taken out loans of RMB240 million under the principal contract, and the balance of guarantee provided by the Company amounted to RMB240 million. | |
In August 2016, Chalco Shandong Co., Ltd. (hereinafter referred to as "Chalco Shandong") entered into a maximum amount guarantee agreement (《最高額保證合同》) with the Zibo Branch of China Construction Bank and the Zibo Branch of China CITIC Bank, pursuant to which the Company would provide a guarantee in respect of banking facilities up to RMB200 million in total for Chalco Shandong Engineering Technology Co., Ltd.(中鋁山東工程技術有限公司) (hereinafter referred to as "Chalco Engineering" (山東工程)). The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Shangdong Engineering had taken out loans of RMB200 million under the principal contract, and the balance of guarantee provided by the Company amounted to RMB200 million. | |
In December 2016, the Company entered into a maximum amount guarantee agreement (《最高額保證合同》) with the Taiyuan Branch of Ping An Bank, pursuant to which the Company would provide a guarantee in respect of banking facilities up to RMB300 million in total in proportion to its 60% shareholding for Shanxi Huaze Aluminum & Power Co., Ltd. (a non-wholly owned subsidiary, hereinafter referred to as "Shanxi Huaze"). The guarantee period was two years from the date of expiry of the term for repayment of each loan under the principal contract. As of 31 December 2016, Shanxi Huaze had taken out loans of RMB300 million under the principal contract, and the balance of guarantee provided by the Company in proportion to its shareholding amounted to RMB180 million. | |
7. | ENTRUSTED ASSET MANAGEMENT AND SHORT-TERM INVESTMENTS |
Details of significant short-term investments of the Group for the year subject to disclosure are set out in note 15 to the financial statements. |
8. | PERFORMANCE OF UNDERTAKINGS |
When the Company offered its A shares in 2007, for avoidance of non-competition, Chinalco made the following undertakings: the Company will acquire the pseudo-boehmite business from Chinalco within a certain period of time following the listing of the Company's A shares. If the Company proposes to acquire the pseudo-boehmite business from Chinalco, Chinalco shall dispose the aforesaid business, in accordance with fair and reasonable principles, to the Company at a fair price. | |
On 28 June 2016, the Company held the first meeting of the sixth session of the Board to consider the approve the acquisition of certain assets including pseudo-boehmite production line of Shanxi Aluminum Plant, the wholly-owned subsidiary of Chinalco, by Shanxi Branch of the Company. Up till now, the Company has entirely resolved the problem of horizontal competition on pseudo-boehmite business with Chinalco. | |
9. | PUNISHMENTS AND RECTIFICATIONS INVOLVED BY LISTED COMPANIES AND THEIR DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, SHAREHOLDERS, AND DE FACTO CONTROLLERS |
During the year, the Company and its Directors, Supervisors, senior management, shareholders, and de facto controller were not under any investigation, administrative punishment, public criticism from CSRC and public censures from stock exchanges. |
10. | EXPLANATION OF OTHER SIGNIFICANT EVENTS |
Listing and Trading of Shares Subject to Trading Moratorium Issued under Non-public Issuance | |
On 24 April 2015, the Company received the Approval in Relation to the Non-public Issuance of Shares by Aluminum Corporation of China Limited (Zheng Jian Xu Ke (2015) No. 684) (《關於核准中國鋁業股份有限公司非公開發行股票的批覆》) issued by the China Securities Regulatory Commission approving the non-public issuance of no more than 1,450 million new shares by the Company. On 15 June 2015, the Company completed the non-public issuance of 1,379,310,344 A shares. Target subscribers, including Truvalue Asset Management Co., Ltd.* (創金合信基金管理有限公司), SWS MU (Shanghai) Asset Management Co., Ltd.* (申萬菱信(上海)資產管理有限公司), Caitong Fund Management Co., Ltd.* (財通基金管理有限公司), Tian An Property Insurance Co., Ltd.* (天安財產保險股份有限公司), Huaxia Life Insurance Co., Ltd.* (華夏人壽保險股份有限公司), Shangyin Ruijin Capital Management Co., Ltd.* (上銀瑞金資本管理有限公司), Bosera Fund Management Co., Ltd.* (博時基金管理有限公司) and Ping An UOB Fund Management Company Ltd.* (平安大華基金管理有限公司), undertook not to transfer such shares subscribed by each of them within 12 months from the completion of the issuance. On 14 June 2016, the Company published the Announcement on the Listing and Trading of Shares Subject to Trading Moratorium Issued under Non-public Issuance by Aluminum Corporation of China Limited. Following the expiry of the period of trading moratorium for the above target subscribers, the shares were officially listed and traded on 20 June 2016. | |
For details of the aforesaid matters please refer to the announcement of the Company published on 14 June 2016. | |
Extension of the Period of On-going Supervision for the Non-public Issuance | |
The Company completed the non-public issuance of A Share in June 2015 by engaging Ping An Securities Company Limited, (hereinafter referred to as "Ping An Securities"). as the sponsor thereof. Pursuant to relevant regulations under the Measures for the Administration of the Sponsorship of the Offering and Listing of Securities stipulated by CSRC, sponsors are obliged to exercise on-going supervision over issuers for a period including the remaining time span of the year of listing and the entire subsequent financial year. According to the aforesaid regulations, the period of on-going supervision by Ping An Securities over the Company should expired on 31 December 2016. Due to the remaining balance of the interest in the special account for proceeds of the Company, Ping An Securities will continue to perform its obligation of supervision until the proceeds in the special account for proceeds are fully used. |
Disposal of the Environmental Protection Business | |
On 30 May 2016, the transfer of the environmental protection assets in relation to the desulfurization, denitration and dedusting of the coal-fired generating units of five entities, namely Lanzhou Branch, Baotou Aluminum Co., Ltd., Shandong Huayu Alloy Materials Co., Ltd., Maliantai Power Station and Liupanshan Power Station of Chalco Ningxia Energy Group Co., Ltd., by way of public listing was considered and approved at the 34th meeting of the fifth session of the Board. On 29 June 2016, Beijing Aluminum SPC Environment Protection Tech Co., Ltd.* (北京鋁能清新環境技術有限公司) won the bid for the acquisition of the aforesaid environmental protection assets and entered into the Physical Assets Transaction Contract on the same day. | |
For details of the aforesaid matters please refer to the announcements of the Company published on 30 May 2016 and 29 June 2016, respectively. | |
Issuance of Overseas Senior Perpetual Securities | |
On 7 November 2016, Chalco Hong Kong Investment Company Limited, a subsidiary of the Company, successfully issued USD500,000,000 senior perpetual securities at a rate of 4.25% at the Hong Kong Stock Exchange. | |
For details of the aforesaid matters please refer to the announcements of the Company published on 1 November 2016 and 7 November 2016. | |
Transfer of Equity Interests in Jiaozuo Wanfang | |
During the period from 8 July 2016 to 27 September 2016, the Company reduced its shareholding by an aggregate of 16,628,098 shares of Jiaozuo Wanfang Aluminum Manufacturing Co., Ltd.* (焦作萬方鋁業股份有限公司) ("Jiaozuo Wanfang") via the Shenzhen Stock Exchange centralized bidding trading system, representing approximately 1.39% of the total share capital of Jiaozuo Wanfang. The average price of this disposal was approximately RMB8.73 per share. After the disposal, the Company remained holding 12,953,959 shares of Jiaozuo Wanfang, representing approximately 1.09% of its total share capital. |
During the period from 29 September 2016 to 26 January 2017, the Company reduced its shareholding by an aggregate of 12,953,959 shares of Jiaozuo Wanfang via the Shenzhen Stock Exchange centralized bidding trading system, representing approximately 1.09% of the total share capital of Jiaozuo Wanfang. The average price of this disposal was approximately RMB10.19 per share. After the disposal, the Company no longer holds any shares of Jiaozuo Wanfang. | |
For details of the aforesaid matters please refer to the announcements of the Company published on 27 September 2016 and 26 January 2017. | |
Development of Gold Leasing Financing | |
At the 34th meeting of the fifth session of the Board of the Company convened on 30 May 2016, the Company was approved to develop gold leasing for working capital financing purpose. On 6 June 2016, the Company and Beijing Branch of Bank of Communications Co., Ltd. developed working capital financing business via gold leasing with proceeds from financing amounting to RMB3 billion and the term of financing of 12 months. The proceeds from financing are used for replenishing the working capital for production and operation of the Company. | |
For details of the aforesaid matters please refer to the announcements of the Company published on 30 May 2016 and 6 June 2016. | |
11. | SIGNIFICANT SUBSEQUENT EVENTS |
For other significant events after the reporting period, please refer to relevant disclosures made in note 43 to the financial statements. |
Aggregated consideration (for the year ended 31 December 2016) | Percentage of turnover (for the year ended 31 December 2016) | Annual cap for the year 2016 | |||||
(in RMB million) | (in RMB million) | ||||||
Purchases of goods or services: | |||||||
(A) | Comprehensive Social and Logistics Services Agreement (Counterparty: Aluminum Corporation of China) | 307 | 0.21% | 550 | |||
(B) | General Agreement on Mutual Provision of Production Supplies and Ancillary Services (Counterparty: Aluminum Corporation of China) | 2,223 | 1.54% | 5,900 | |||
(C) | Mineral Supply Agreement (Counterparty: Aluminum Corporation of China) | 66 | 0.05% | 360 | |||
(D) | Provision of Engineering, Construction and Supervisory Services Agreement (Counterparty: Aluminum Corporation of China) | 1,525 | 1.06% | 6,500 | |||
(E) | Land Use Rights Leasing Agreement (Counterparty: Aluminum Corporation of China) | 435 | 0.30% | 1,200 |
Aggregated consideration (for the year ended 31 December 2016) | Percentage of turnover (for the year ended 31 December 2016) | Annual cap for the year 2016 | |||||
(in RMB million) | (in RMB million) | ||||||
Purchases of goods or services: (Continued) | |||||||
(F) | Fixed Assets Leases Framework Contract (Counterparty: Aluminum Corporation of China) | 75 | 0.05% | 110 | |||
(G) | Financial Services Agreement (Counterparty: Chinalco Finance Co., Ltd.) | ||||||
Daily cap of deposit balance (including accrued interests) | 7,565 | 5.25% | Daily cap of deposit balance 8,000 | ||||
Other financial services | 2 | 0% | 50 | ||||
(H) | Finance Lease Agreement (Counterparty: Chinalco Finance Lease Co., Ltd.) | 1,730 | 1.27% | 10,000 | |||
Sales of goods or services: | |||||||
(B) | General Agreement on Mutual Provision of Production Supplies and Ancillary Services (Counterparty: Aluminum Corporation of China) | 10,938 | 7.59% | 14,100 | |||
(F) | Fixed Assets Leases Framework Agreement (Counterparty: Aluminum Corporation of China) | 33 | 0.02% | 100 | |||
(I) | Labor Services and Engineering Services Agreement (Counterparty: Aluminum Corporation of China) | 97 | 0.07% | 300 |
* | |
1. | The Company has adopted effective internal control policies to closely monitor the continuing connected transactions of the Group. The Audit Committee of the Company continuously conducts strict review on the continuing connected transactions to ensure the completeness and effectiveness of the internal control measures regarding the continuing connected transactions. The Independent Non-executive Directors of the Company have reviewed the above transactions and confirmed: |
(i) | the transactions have been entered into in the ordinary and usual course of business of the Company; | |
(ii) | the terms of the transactions are fair and reasonable, and are in the interest of the Company's shareholders; | |
(iii) | the transactions have been entered into on normal commercial terms or, where there are not sufficient comparable transactions to judge whether they are on normal commercial terms, they are on terms no less favourable than those available from or offered to independent third parties; and | |
(iv) | the transactions have been undertaken in accordance with the terms of relevant agreements governing such transactions. |
2. | Pursuant to Rule 14A.56 of the Hong Kong Listing Rules, the Board engaged the auditor of the Company to conduct a limited assurance engagement on the above continuing connected transactions in accordance with Hong Kong Standard on Assurance Engagements 3000 "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information" and with reference to Practice Note 740 "Auditor's Letter on Continuing Connected Transactions under the Hong Kong Listing Rules" issued by the Hong Kong Institute of Certified Public Accountants. The auditor has reported the results of their procedures to the Board stating that: |
a. | nothing has come to the auditor's attention that causes the auditor to believe that the disclosed continuing connected transactions have not been approved by the Company's board of directors. | |
b. | for transactions involving the provision of goods or services by the Group, nothing has come to the auditor's attention that causes the auditor to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Company. | |
c. | nothing has come to the auditor's attention that causes the auditor to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions. | |
d. | with respect to the aggregate amount of each of the continuing connected transactions set out above, nothing has come to the auditor's attention that causes the auditor to believe that such continuing connected transactions have exceeded the maximum aggregate annual cap made by the Company in respect of each of the disclosed continuing connected transactions. |
1. | Continuing Connected Transactions |
(A) | Comprehensive Social and Logistics Services Agreement |
Date of initial agreement: | 5 November 2001 | |||
Date of supplemental agreement: | 28 April 2015 | |||
Parties: | Aluminum Corporation of China as provider (for itself and on behalf of its subsidiaries) | |||
The Company as recipient (for itself and on behalf of its subsidiaries) | ||||
Term: | Three years from 1 January 2016 to 31 December 2018 | |||
Nature of Transaction: | (i) | Social services: public security and firefighting services, education and training, schools, hospitals and health facilities, cultural and sports undertakings, newspapers and magazines, broadcasting, printing and other relevant or similar services; | ||
(ii) | Logistics services: property management, environmental and hygiene service, greenery, nurseries, kindergartens, sanatoriums, canteens, hotels, hostels, offices, public transportation, retirement management and other relevant or similar services | |||
Price determination: | The prices in respect of services are determined with reference to comparable local market prices. The comparable local market prices refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions around that time. | |||
Payment term: | Monthly payment |
(B) | General Agreement on Mutual Provision of Production Supplies and Ancillary Services |
Date of initial agreement: | 5 November 2001 | ||||
Date of supplemental agreement: | 28 April 2015 | ||||
Parties: | Aluminum Corporation of China as both provider and recipient (for itself and on behalf of its subsidiaries) | ||||
The Company as both provider and recipient (for itself and on behalf of its subsidiaries) | |||||
Term: | Three years from 1 January 2016 to 31 December 2018 | ||||
Nature of Transaction: | |||||
(a) | Supplies and Ancillary Services Provided by Aluminum Corporation of China to the Company | ||||
(i) | Supplies: carbon ring, carbon products, cement, coal, oxygen, bottled water, steam, fire brick, aluminum fluoride, cryolite, lubricant, resin, clinker, aluminum profiles and other relevant or similar supplies and services; | ||||
(ii) | Storage and transportation services: vehicle transportation, loading, railway transportation and other relevant or similar services; | ||||
(iii) | Ancillary production services: communications, testing, processing and fabrication, engineering design, repair, environmental protection, road maintenance and other relevant or similar services |
(b) | Supplies and Ancillary Services Provided by the Company to Aluminum Corporation of China | ||||
(i) | Products: aluminum products (aluminum ingots) and alumina products, primary aluminum, slag, petroleum coke other relevant or similar supplies; | ||||
(ii) | Supporting services and ancillary production services: water, electricity, gas and heat supply, measurement, spare parts, repair, testing, transportation, steam and other relevant or similar services | ||||
Price determination: | (1) | Provision of products and ancillary services to the Company by Aluminum Corporation of China: | |||
(a) | Supplies: the price is determined with reference to the comparable local market prices. The comparable local market prices refer to the reference made to the prices charged or quoted by at least two independent third parties providing products or services with comparable scale in areas where such products or services were provided under normal trading conditions; | ||||
(b) | Storage and transportation services: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries; | ||||
(c) | Ancillary production services: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries. |
(2) | Provision of products and ancillary services to Aluminum Corporation of China by the Company: | |||||
(a) | Products: | |||||
(i) | Alumina products: the selling price is determined according to a method where both the alumina spot market price and the weighted average price of settlement price for three-month aluminum ingot futures on the Shanghai Futures Exchange weighted in proportion. The Company will consider the geographical location of the customers, the seasonality demands, the transportation costs, and other relevant factors to determine the proportion of weight to be allocated to the aforementioned alumina spot market price and the weighted average price of settlement price for three-month aluminum ingot futures on the Shanghai Futures Exchange; | |||||
(ii) | Aluminum products (aluminum ingots): the trading price is determined according to the prices of futures in the current month, the weekly or monthly average spot market prices quoted on the Shanghai Futures Exchange; | |||||
(iii) | Other products: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of products. Such price is equivalent to reasonable costs incurred in providing such products plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries. |
(b) | Supporting services and ancillary production services: | |||||
(i) | Electricity supply: the price is determined with reference to the government-prescribed price, which refers to the on-grid electricity prices and electricity sales prices proposed to be executed by enterprises set out in the notices issued by the bureau of commodity price in each province published on their websites from time to time; | |||||
(ii) | Gas, heat and water supply, measurement, spare parts, repair, testing, transportation, steam: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries; | |||||
(iii) | Other services: the price is determined with reference to the comparable local market prices, which refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions. | |||||
Payment term: | Cash on delivery | |||||
For more detailed information on this continuing connected transaction, please refer to the announcements dated 28 April 2015 and 8 May 2015 and the circular dated 2 June 2015 of the Company. |
(C) | Mineral Supply Agreement |
Date of initial agreement: | 5 November 2001 | |||
Date of supplemental agreement: | 28 April 2015 | |||
Parties: | Aluminum Corporation of China as supplier (for itself and on behalf of its subsidiaries) | |||
The Company as recipient (for itself and on behalf of its subsidiaries) | ||||
Term: | Three years from 1 January 2016 to 31 December 2018 | |||
Nature of Transaction: | Supply of bauxite and limestone to the Company by Aluminum Corporation of China; before meeting the Company's bauxite and limestone requirements, Aluminum Corporation of China is not entitled to provide bauxite and limestone to any third parties | |||
Price determination: | (1) | For the supplies of bauxite and limestone from Aluminum Corporation of China own mining operations, at reasonable costs incurred in providing the same, plus not more than 5% of such reasonable costs (a buffer for surges in the price level and labor costs); and | ||
(2) | For the supplies of bauxite and limestone from jointly operated mines, at contractual price paid by Aluminum Corporation of China to such third parties | |||
Payment term: | Cash on delivery | |||
For more detailed information on this continuing connected transaction, please refer to the announcement of the Company dated 28 April 2015. |
(D) | Provision of Engineering, Construction and Supervisory Services Agreement |
Date of initial agreement: | 5 November 2001 | ||
Date of supplemental agreement: | 28 April 2015 | ||
Parties: | Aluminum Corporation of China as provider and recipient (for itself and on behalf of its subsidiaries) | ||
The Company as recipient and provider (for itself and on behalf of its subsidiaries) | |||
Term: | Three years from 1 January 2016 to 31 December 2018 | ||
Nature of Transaction: | Services provided by Aluminum Corporation of China to the Company include engineering design, construction and supervisory services as well as relevant research and development operations. Services provided by the Company to Aluminum Corporation of China include engineering design services | ||
Price determination: | Services are provided according to government guidance price; and if there is none, the Market Price | ||
Payment term: | 10 to 20% before service; a maximum of 70% during provision of service; and 10 to 20% upon successful provision of service | ||
For more detailed information on this continuing connected transaction, please refer to the announcement of the Company dated 28 April 2015 and the circular dated 2 June 2015. |
(E) | Land Use Rights Leasing Agreement |
Date of initial agreement: | 5 November 2001 | ||
Parties: | Aluminum Corporation of China as landlord (for itself and on behalf of its subsidiaries) | ||
The Company as tenant (for itself and on behalf of its subsidiaries) | |||
Term: | 50 years expiring on 30 June 2051 | ||
As previously disclosed in the letter dated 27 December 2006 from Taifook Capital Limited ("Taifook Letter"), the then independent financial adviser to the Independent Board Committee and independent shareholders in relation to certain continuing connected transactions, it is in the interests of the Company and the independent shareholders to have a longer lease term of the land to minimize the disruption of the Group's production and business operations arising from relocation. Given that (i) the size of the leased land and the facilities erected thereon; and (ii) the consideration resources to be expended in establishing new production plants and related facilities, such relocation may be deemed difficult and infeasible. The Directors are of the view that it is normal business practice for contracts of this type to be of such duration. | |||
Properties: | 470 pieces or parcels of land covering an aggregate area of approximately 61.22 million square meters, all of which are located in the PRC | ||
Price determination: | The rent shall be negotiated every three years at a rate not higher than prevailing market rent as confirmed by an independent valuer | ||
Payment term: | monthly payment | ||
For more detailed information on this continuing connected transaction, please refer to the announcement of the Company dated 28 April 2015. |
(F) | Fixed Assets Lease Framework Agreement |
Date of initial agreement: | 28 April 2015 | ||
Parties: | Aluminum Corporation of China as landlord and tenant (for itself and on behalf of its subsidiaries) | ||
The Company as landlord and tenant (for itself and on behalf of its subsidiaries) | |||
Term: | Three years from 1 January 2016 to 31 December 2018 | ||
Fixed assets: | Buildings, constructions, machinery, apparatus, transportation facilities as well as equipment, appliance or tools and other fixed assets owned by either party in relation to the production and operation | ||
Price determination: | The rent shall be adjusted every two years and shall not be higher than prevailing market rent as confirmed by an independent valuer | ||
Payment term: | Monthly payment | ||
For more detailed information on this continuing connected transaction, please refer to the announcement of the Company dated 28 April 2015. |
(G) | Financial Services Agreement |
Date of initial agreement: | 26 August 2011 | ||
Date of renewed agreement: | 28 April 2015 | ||
Parties: | The Company as the recipient | ||
Chinalco Finance Co., Ltd. ("Chinalco Finance") as the provider | |||
Term: | Three years from 26 August 2015 to 25 August 2018 | ||
Nature of Transaction: | Chinalco Finance agreed to provide deposit services, settlement services, credit services and miscellaneous financial services in accordance with the provisions and conditions set out in the renewed financial services agreement. Within the validity period of the renewed financial services agreement, the maximum daily deposit balance (including accrued interests) of the Group on the settlement account in Chinalco Finance shall not exceed RMB8 billion; The maximum daily loan balance (including accrued interests) provided by Chinalco Finance to the Group shall not exceed RMB10 billion; the annual service fees charged by Chinalco Finance for miscellaneous financial services provided to the Group shall not exceed RMB50 million and Chinalco Finance will provide the Company with settlement services for free | ||
For more detailed information on this continuing connected transaction, please refer to the announcement dated 28 April 2015 and the circular dated 2 June 2015 of the Company. |
(H) | Finance Lease Agreement |
Date of initial agreement: | 27 August 2015 | ||
Date of renewed agreement: | 13 November 2015 | ||
Parties: | The Company as the lessee (for itself and on behalf of its subsidiaries) | ||
Chinalco Finance Lease Co., Ltd.*(中鋁融資租賃有限公司) as the lessor (for itself and on behalf of its subsidiaries) | |||
Term: | Three years from 1 January 2016 to 31 December 2018 | ||
Nature of Transaction: | Pursuant to the finance lease framework agreement, Chinalco Lease will provide finance lease services to the Group, and at any time within the period from 1 January 2016 to 13 December 2018, the financing balance acquired by the Group from Chinalco Lease shall not exceed RMB10 billion | ||
For more detailed information on this continuing connected transaction, please refer to the announcements of the Company dated 27 August 2015, 8 September 2015 and 13 November 2015 and the circular of the Company dated 14 December 2015, respectively. |
(I) | Labor Services and Engineering Services Agreement |
Date of initial agreement: | 13 November 2015 | ||
Date of renewed agreement: | 28 June 2016 | ||
Parties: | The Company, as provider (for itself and on behalf of its subsidiaries); and | ||
Aluminum Corporation of China, as recipient (for itself and on behalf of its subsidiaries) | |||
Term: | Three years from 1 January 2016 to 31 December 2018 | ||
Nature of Transaction: | The Company provided engineering services such as engineering design, engineering construction, and laboring services such as equipment repairs, logistics management services, etc. to Aluminum Corporation of China | ||
Pricing: | The price is determined with reference to the comparable local market prices, which refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions | ||
Payment: | Aluminum Corporation of China shall make payment within three months upon the rendering of services by the Company and the settlement thereof | ||
For more detailed information on this continuing connected transaction, please refer to the announcement of the Company dated 28 June 2016. |
(Established in the People's Republic of China with limited liability)
Key audit matter | How our audit addressed the key audit matter | |
Recognition of deferred tax assets | ||
As at 31 December 2016, the Group had recorded net deferred tax assets of RMB1,427 million in the financial statements resulting from temporary differences and tax losses carried forward. The Group recognizes these deferred tax assets to the extent that it is probable that future taxable profits will allow the deferred tax assets to be recovered. The probability of recovery is impacted by uncertainties regarding the likely timing and level of future taxable profits together with tax planning strategies and the expiration dates of the losses. Due to the inherent uncertainty involved in determining the recoverability of the deferred tax assets, this is an area of focus for our audit. The Group's accounting policies and estimations on deferred tax assets are disclosed in notes 2.25 and 3, and details of deferred tax assets are disclosed in note 11 to the financial statements. | Our audit procedures included, amongst others, evaluating the assumptions and methodologies used by the Group in estimating future taxable profits. We evaluated management's assumptions in determining the future available taxable profits, specifically the future price of aluminum, and compared this with published forecasts issued by external industry analysts. We involved our tax specialists to assist us in evaluating the technical merits from a tax perspective of management's analysis. We tested the design and operation of internal control over the recognition process of deferred tax. We also focused on the adequacy of the disclosures included in note 11 to the financial statements regarding deferred tax assets. |
Key audit matter | How our audit addressed the key audit matter | |
Impairment of property, plant and equipment | ||
The Group's property, plant and equipment ("PPE") amounting to RMB90,526 million as at 31 December 2016, comprised the largest portion of assets representing 47.63% of the Group's total assets and 85.64% of the long-lived assets. Management assessed impairment indicators for these items of PPE. For those with Impairment Indicators identified, management performed impairment testing by determining the recoverable amounts of the cash generating units ("CGUs") that the PPE belong to. The estimation of the recoverable amounts involved estimation of the discounted future cash flows which required significant judgement and estimation, specifically the future price of aluminum, production costs, operating expenses, discount rate and etc. Due to the inherent uncertainty involved in forecasting and discounting the future cash flows, which is the basis of the recoverable amounts, this is one of the key judgemental areas that our audit was focused on. The Group's accounting policies and estimations of impairment of property, plant and equipment are disclosed in notes 2.12 and 3, and details of the Group's impairment tests of property, plant and equipment are disclosed in note 6 to the financial statements. | Our audit procedures included, amongst others, an evaluation of the Group's assumptions used by management in determining the recoverable amounts for impairment testing purposes. We evaluated management's assumptions in determining the recoverable amounts of the CGUs that the PPE belong to, specifically the future price of aluminum by considering the forecast aluminum price and market trend as provided by external industry analysts. We also evaluated and challenged other key assumptions such as production volume, production costs and operating expenses by comparing the key assumptions to historical data, existing supporting documentation, evidence obtained subsequent to year-end, and industry forecasts. We involved our internal valuation specialists to assist us in evaluating the methodology and discount rate used in the calculation of value in use. In addition, we tested the design and operation of internal controls in place over the asset impairment testing. We also assessed the adequacy of the Group's disclosures included in note 6 to the financial statements regarding the key assumptions on impairment assessment. |
Key audit matter | How our audit addressed the key audit matter | |
Impairment of goodwill | ||
The Group had goodwill amounting to RMB2,347 million as at 31 December 2016. Management performs goodwill impairment testing annually or more frequently if events or changes of circumstances indicate a potential impairment. The impairment testing was performed by comparing the recoverable amount of the CGU that goodwill is allocated to and the carrying value of goodwill. The determination of the recoverable amount involves estimation of the CGU's discounted future cash flows which requires significant judgement and estimation, specifically the future price of aluminum, production costs, operating expenses, discount rate, growth rate and etc. The annual impairment test is significant to our audit because the assessment process is complex and requires significant judgement. The Group's accounting policies and estimation of goodwill impairment are disclosed in notes 2.12 and 3, and details the Group's goodwill are disclosed in note 5 to the financial statements. | Our audit procedures included, amongst others, an evaluation of the Group's key assumptions adopted by management in determining the recoverable amount for goodwill impairment purposes. We evaluated management's assumptions of the CGU, including the future price of aluminum and the growth rate by considering the forecast aluminum price and market trend as provided by external industry analysts. We also evaluated and challenged other key assumptions, such as production volume, production costs, operating expenses, discount rate and etc. We involved our internal valuation specialists to assist us in evaluating the technique and discount rate used in the calculation of value in use. In addition, we tested the design and operation of internal controls in place over the goodwill impairment testing. We also assessed the adequacy of the Group's disclosures included in note 5 to the financial statements regarding the key assumptions of impairment assessment. |
• | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. |
• | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
• | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern. |
• | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
• | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
Certified Public Accountants
Hong Kong
Consolidated Statement of Financial Position | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
Notes | 31 December 2016 | 31 December 2015 | ||||
(restated) | ||||||
ASSETS | ||||||
Non-current assets | ||||||
Intangible assets | 5 | 10,608,791 | 10,439,015 | |||
Property, plant and equipment | 6 | 90,525,652 | 91,626,428 | |||
Investment properties | 7 | 1,245,033 | – | |||
Land use rights | 8 | 3,325,286 | 3,450,355 | |||
Investments in joint ventures | 9(a) | 6,240,200 | 5,150,887 | |||
Investments in associates | 9(b) | 5,926,533 | 5,602,701 | |||
Available-for-sale financial investments | 10 | 164,393 | 130,440 | |||
Deferred tax assets | 11 | 1,426,707 | 1,362,995 | |||
Other non-current assets | 12 | 4,188,121 | 9,833,179 | |||
Total non-current assets | 123,650,716 | 127,596,000 | ||||
Current assets | ||||||
Inventories | 13 | 17,903,986 | 20,341,312 | |||
Trade and notes receivables | 14 | 7,327,181 | 5,143,486 | |||
Other current assets | 15 | 15,244,812 | 15,914,262 | |||
Financial assets at fair value through profit or loss | 36.1/36.2 | 54,756 | 2,058 | |||
Available-for-sale financial investments | 10 | – | 224,820 | |||
Restricted cash and time deposits | 16 | 2,087,447 | 1,801,239 | |||
Cash and cash equivalents | 16 | 23,808,048 | 20,756,202 | |||
66,426,230 | 64,183,379 | |||||
Assets of a disposal group classified as held for sale | – | 200,187 | ||||
Non-current assets held for sale | – | 78,838 | ||||
Total current assets | 66,426,230 | 64,462,404 | ||||
Total assets | 190,076,946 | 192,058,404 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Consolidated Statement of Financial Position (Continued) |
Notes | 31 December 2016 | 31 December 2015 | ||||
(restated) | ||||||
EQUITY AND LIABILITIES | ||||||
EQUITY | ||||||
Equity attributable to owners of the parent | ||||||
Share capital | 17 | 14,903,798 | 14,903,798 | |||
Other reserves | 18 | 27,692,441 | 29,833,178 | |||
Accumulated losses | ||||||
– proposed final dividend for the year | 33 | – | – | |||
– others | (4,488,590 | ) | (4,781,084 | ) | ||
38,107,649 | 39,955,892 | |||||
Non-controlling interests | 17,479,840 | 11,937,634 | ||||
Total equity | 55,587,489 | 51,893,526 | ||||
LIABILITIES | ||||||
Non-current liabilities | ||||||
Interest-bearing loans and borrowings | 19 | 47,322,748 | 54,000,874 | |||
Other non-current liabilities | 21 | 3,237,741 | 3,350,559 | |||
Deferred tax liabilities | 11 | 984,304 | 1,006,155 | |||
Total non-current liabilities | 51,544,793 | 58,357,588 |
Consolidated Statement of Financial Position (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
Notes | 31 December 2016 | 31 December 2015 | ||||
(restated) | ||||||
EQUITY AND LIABILITIES | ||||||
LIABILITIES | ||||||
Current liabilities | ||||||
Trade and notes payables | 23 | 11,285,334 | 14,726,544 | |||
Other payables and accrued liabilities | 22 | 13,006,678 | 12,090,570 | |||
Financial liabilities at fair value through profit or loss | 36.1/36.2 | 3,575 | 161,700 | |||
Income tax payable | 356,683 | 43,356 | ||||
Interest-bearing loans and borrowings | 19 | 58,292,394 | 54,761,255 | |||
82,944,664 | 81,783,425 | |||||
Liabilities of a disposal group classified as held for sale | – | 23,865 | ||||
Total current liabilities | 82,944,664 | 81,807,290 | ||||
Total liabilities | 134,489,457 | 140,164,878 | ||||
Total equity and liabilities | 190,076,946 | 192,058,404 | ||||
Net current liabilities | 16,518,434 | 17,344,886 | ||||
Total assets less current liabilities | 107,132,282 | 110,251,114 |
Yu Dehui Director | Zhang Zhankui Chief Financial Officer |
Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Consolidated Statement of Comprehensive Income |
2016 | 2015 | |||||
Notes | (restated) | |||||
Revenue | 4 | 144,065,518 | 123,475,434 | |||
Cost of sales | (133,508,536 | ) | (120,982,778 | ) | ||
Gross profit | 10,556,982 | 2,492,656 | ||||
Selling and distribution expenses | (2,065,453 | ) | (1,784,114 | ) | ||
General and administrative expenses | (3,348,345 | ) | (2,346,565 | ) | ||
Research and development expenses | (168,862 | ) | (168,870 | ) | ||
Impairment loss on property, plant and equipment | 6 | (57,080 | ) | (10,011 | ) | |
Other income | 26 | 745,206 | 1,771,027 | |||
Other gains, net | 27 | 166,633 | 5,023,600 | |||
Finance income | 28 | 815,678 | 812,367 | |||
Finance costs | 28 | (5,004,715 | ) | (5,960,993 | ) | |
Share of profits and losses of: | ||||||
Joint ventures | 9(a) | (95,508 | ) | 23,238 | ||
Associates | 9(b) | 115,091 | 284,531 | |||
Profit before income tax | 1,659,627 | 136,866 | ||||
Income tax (expense)/benefit | 31 | (404,172 | ) | 230,147 | ||
Profit for the year | 1,255,455 | 367,013 | ||||
Profit attributable to: | ||||||
Owners of the parent | 402,494 | 148,622 | ||||
Non-controlling interests | 852,961 | 218,391 | ||||
1,255,455 | 367,013 | |||||
Basic and diluted earnings per share attributable to ordinary equity holders of the parent (expressed in RMB per share) | 32 | 0.02 | 0.01 |
Consolidated Statement of Comprehensive Income (Continued) | Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2016 | 2015 | |||||
(restated) | ||||||
Other comprehensive income, net of tax: | ||||||
Other comprehensive income to be reclassified to profit or loss in subsequent periods: | ||||||
Available-for-sale investments: | ||||||
Changes in fair value | 104,103 | 57,940 | ||||
Reclassification adjustments for gains included in profit or loss | ||||||
– Gain on disposal | (102,854 | ) | – | |||
Income tax effect | (13,288 | ) | – | |||
(Transfer out)/share of other comprehensive income of an associate | (4,658 | ) | 4,658 | |||
Exchange differences on translation of foreign operations | 657,531 | 499,837 | ||||
Net other comprehensive income to be reclassified to profit or loss in subsequent periods | 640,834 | 562,435 | ||||
Total other comprehensive income, net of tax | 640,834 | 562,435 | ||||
Total comprehensive income for the year | 1,896,289 | 929,448 | ||||
Total comprehensive income for the year attributable to: | ||||||
Owners of the parent | 1,043,328 | 711,057 | ||||
Non-controlling interests | 852,961 | 218,391 | ||||
1,896,289 | 929,448 |
Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Consolidated Statement of Changes in Equity |
Attributable to owners of the parent | ||||||||||||||||||||||||
Capital reserves | ||||||||||||||||||||||||
Share capital | Share premium | Other capital reserves | Statutory surplus reserve | Special reserve | Gain on available- for-sale financial assets | Other equity instruments | Foreign currency translation reserve | Accumulated losses | Total | Non- controlling interests | Total equity | |||||||||||||
(note 17) | ||||||||||||||||||||||||
At 1 January 2016 | 14,903,798 | 19,578,582 | 674,094 | 5,867,557 | 98,700 | 62,598 | 2,019,288 | 312,538 | (4,677,058 | ) | 38,840,097 | 11,457,339 | 50,297,436 | |||||||||||
Add: Adjustment due to business combinations under common control | – | 960,947 | 258,494 | – | 380 | – | – | – | (104,026 | ) | 1,115,795 | 480,295 | 1,596,090 | |||||||||||
At 1 January 2016 (restated) | 14,903,798 | 20,539,529 | 932,588 | 5,867,557 | 99,080 | 62,598 | 2,019,288 | 312,538 | (4,781,084 | ) | 39,955,892 | 11,937,634 | 51,893,526 | |||||||||||
Profit for the year | – | – | – | – | – | – | – | – | 402,494 | 402,494 | 852,961 | 1,255,455 | ||||||||||||
Other comprehensive income for the year | ||||||||||||||||||||||||
Changes in fair value of available-for-sale financial assets | – | – | – | – | – | 90,815 | – | – | – | 90,815 | – | 90,815 | ||||||||||||
Transfer out due to disposal of available-for-sale financial assets, net of tax | – | – | – | – | – | (102,854 | ) | – | – | – | (102,854 | ) | – | (102,854 | ) | |||||||||
Transfer out of share of other comprehensive income of an associate | – | – | – | – | – | (4,658 | ) | – | – | – | (4,658 | ) | – | (4,658 | ) | |||||||||
Exchange differences on translation of foreign operations | – | – | – | – | – | – | – | 657,531 | – | 657,531 | – | 657,531 | ||||||||||||
Total comprehensive income for the year | – | – | – | – | – | (16,697 | ) | – | 657,531 | 402,494 | 1,043,328 | 852,961 | 1,896,289 | |||||||||||
Release of deferred government subsidies | – | – | 20,290 | – | – | – | – | – | – | 20,290 | – | 20,290 | ||||||||||||
Business combinations under common control (note 38) | – | (3,010,627 | ) | – | – | – | – | – | – | – | (3,010,627 | ) | – | (3,010,627 | ) | |||||||||
Dividends distributed by subsidiaries to non-controlling shareholders | – | – | – | – | – | – | – | – | – | – | (8,941 | ) | (8,941 | ) | ||||||||||
Capital injection from non-controlling shareholders | – | 176,615 | – | – | – | – | – | – | – | 176,615 | 1,661,925 | 1,838,540 | ||||||||||||
Other appropriations | – | – | – | – | 23,182 | – | – | – | – | 23,182 | (13,375 | ) | 9,807 | |||||||||||
Share of reserves of joint ventures and associates (note 9) | – | – | – | – | 8,969 | – | – | – | – | 8,969 | – | 8,969 | ||||||||||||
Issuance of senior perpetual securities | – | – | – | – | – | – | – | – | – | – | 3,374,398 | 3,374,398 | ||||||||||||
Coupon accrued for other equity instruments | – | – | – | – | – | – | 110,000 | – | (110,000 | ) | – | – | – | |||||||||||
Other equity instruments' distribution | – | – | – | – | – | – | (110,000 | ) | – | – | (110,000 | ) | (324,762 | ) | (434,762 | ) | ||||||||
At 31 December 2016 | 14,903,798 | 17,705,517 | 952,878 | 5,867,557 | 131,231 | 45,901 | 2,019,288 | 970,069 | (4,488,590 | ) | 38,107,649 | 17,479,840 | 55,587,489 |
Consolidated Statement of Changes in Equity (Continued) | Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
Attributable to owners of the parent | ||||||||||||||||||||||||
Capital reserves | ||||||||||||||||||||||||
Share capital | Share premium | Other capital reserves | Statutory surplus reserve | Special reserve | Gain on available- for-sale financial assets | Other equity instruments | Foreign currency translation reserve | Accumulated losses | Total | Non- controlling interests | Total equity | |||||||||||||
At 1 January 2015 | 13,524,488 | 13,098,082 | 674,094 | 5,867,557 | 187,858 | – | – | (187,299 | ) | (4,864,089 | ) | 28,300,691 | 11,353,155 | 39,653,846 | ||||||||||
Add: Adjustment due to business combinations under common control | – | 960,947 | 258,494 | – | – | – | – | – | (46,329 | ) | 1,173,112 | 479,102 | 1,652,214 | |||||||||||
At 1 January 2015 (restated) | 13,524,488 | 14,059,029 | 932,588 | 5,867,557 | 187,858 | – | – | (187,299 | ) | (4,910,418 | ) | 29,473,803 | 11,832,257 | 41,306,060 | ||||||||||
Profit for the year | – | – | – | – | – | – | – | – | 148,622 | 148,622 | 218,391 | 367,013 | ||||||||||||
Other comprehensive income for the year | ||||||||||||||||||||||||
Gain on available-for-sale financial assets | – | – | – | – | – | 57,940 | – | – | – | 57,940 | – | 57,940 | ||||||||||||
Share of other comprehensive income of an associate | – | – | – | – | – | 4,658 | – | – | – | 4,658 | – | 4,658 | ||||||||||||
Exchange differences related to foreign operations | – | – | – | – | – | – | – | 499,837 | – | 499,837 | – | 499,837 | ||||||||||||
Total comprehensive income for the year | – | – | – | – | – | 62,598 | – | 499,837 | 148,622 | 711,057 | 218,391 | 929,448 | ||||||||||||
Issuance of A shares | 1,379,310 | 6,518,162 | – | – | – | – | – | – | – | 7,897,472 | – | 7,897,472 | ||||||||||||
Business combination under common control | – | (37,662 | ) | – | – | – | – | – | – | – | (37,662 | ) | – | (37,662 | ) | |||||||||
Disposal of subsidiaries | – | – | – | – | (5,405 | ) | – | – | – | – | (5,405 | ) | 5,686 | 281 | ||||||||||
Issuance of perpetual medium-term notes | – | – | – | – | – | – | 2,000,000 | – | – | 2,000,000 | – | 2,000,000 | ||||||||||||
Capital injection from non-controlling shareholders | – | – | – | – | – | – | – | – | – | – | 261,000 | 261,000 | ||||||||||||
Other appropriation | – | – | – | – | (81,302 | ) | – | – | – | – | (81,302 | ) | (16,081 | ) | (97,383 | ) | ||||||||
Share of reserves of joint ventures and associates | – | – | – | – | 11,878 | – | – | – | – | 11,878 | – | 11,878 | ||||||||||||
Partial disposal of Jiaozuo Wangfang | – | – | – | – | (13,949 | ) | – | – | – | – | (13,949 | ) | – | (13,949 | ) | |||||||||
Dividends distributed by subsidiaries to non-controlling shareholders | – | – | – | – | – | – | – | – | – | – | (65,853 | ) | (65,853 | ) | ||||||||||
Other equity instruments' distribution | – | – | – | – | – | – | 19,288 | – | (19,288 | ) | – | (297,766 | ) | (297,766 | ) | |||||||||
At 31 December 2015 | 14,903,798 | 20,539,529 | 932,588 | 5,867,557 | 99,080 | 62,598 | 2,019,288 | 312,538 | (4,781,084 | ) | 39,955,892 | 11,937,634 | 51,893,526 |
Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Consolidated Statement of Cash Flows |
2016 | 2015 | |||||
Notes | (restated) | |||||
Net cash flows from operating activities | 34 | 11,518,674 | 7,297,055 | |||
Investing activities | ||||||
Purchases of intangible assets | (286,282 | ) | (34,610 | ) | ||
Purchases of property, plant and equipment | (6,241,596 | ) | (9,198,263 | ) | ||
Purchases of land use rights | (20,963 | ) | (139,624 | ) | ||
Purchases of investment properties | (41,982 | ) | – | |||
Proceeds from disposal of property, plant and equipment | 271,609 | 805,764 | ||||
Proceeds from disposal of a joint venture and an associate | – | 1,857,993 | ||||
Proceeds from disposal of land use rights | – | 554,554 | ||||
Cash consideration paid for business combinations under common control | 38 | (2,456,512 | ) | (30,000 | ) | |
Proceeds from disposal of the environmental protection business | 39 | 1,754,365 | – | |||
Proceeds from disposal of subsidiaries and Alumina Production Line of Guizhou Branch of the Company | 1,568,914 | 1,568,950 | ||||
Interest received from unpaid disposal proceeds | 353,665 | 389,758 | ||||
Interest received from loans and borrowings to others | 31,657 | 14,639 | ||||
Proceeds from disposal of Chalco Iron Holdings Limited, net of cash disposed of | 2,877,391 | 2,680,288 | ||||
Disposal of Shanxi Huaxing Alumina Co., Ltd. ("Shanxi Huaxing"), net of cash disposed of | – | 590,650 | ||||
Disposal of Ningxia Photovoltaic subsidiaries, net of cash disposed of | – | (189 | ) | |||
Investments in joint ventures | (1,134,512 | ) | (10,263 | ) | ||
Investments in associates | (30,000 | ) | (1,365,230 | ) | ||
Prepaid equity investment | – | (150,000 | ) | |||
Proceeds from dividends and disposal of available-for-sale investments | 474,404 | 4,410,780 | ||||
Investment income from financial products | 27 | 15,905 | 38,469 | |||
Dividend received | 65,083 | 320,857 | ||||
Decrease in restricted cash | – | 8,500 | ||||
Increase in time deposits | (21,700 | ) | (51,000 | ) | ||
Cash paid for settlement of futures, options and forward foreign exchange contracts | (2,006,583 | ) | (680,685 | ) | ||
Loans to related parties | 35 | (547,957 | ) | (140,000 | ) | |
Loans repaid by related parties | 213,354 | 111,000 | ||||
Asset-related government grants received | 164,547 | 840,769 | ||||
Net cash flows (used in)/from investing activities | (4,997,193 | ) | 2,393,107 |
Consolidated Statement of Cash Flows (Continued) | Year ended 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2016 | 2015 | |||||
Notes | (restated) | |||||
Financing activities | ||||||
Proceeds from a gold leasing arrangement | 19(g) | 3,000,000 | – | |||
Payment of upfront interest of a gold leasing arrangement | 19(g) | (86,424 | ) | – | ||
Proceeds from issuance of short-term bonds and medium-term notes and private placement notes, net of issuance costs | 11,070,660 | 20,988,166 | ||||
Proceeds from issuance of perpetual securities, net of issuance costs | 40 | 3,374,398 | 2,000,000 | |||
Repayments of short-term bonds and medium-term notes and bonds | (13,500,000 | ) | (32,000,000 | ) | ||
Distribution paid for other equity instruments | (434,762 | ) | (297,766 | ) | ||
Drawdown of short-term and long-term loans | 44,497,423 | 55,810,352 | ||||
Repayments of short-term and long-term loans | (48,318,364 | ) | (59,196,790 | ) | ||
Proceeds from finance leases, net of deposit and transaction costs | 1,527,085 | 5,657,694 | ||||
Finance lease instalment paid | (1,580,986 | ) | (472,902 | ) | ||
Proceeds from issuance of A shares, net of issuance costs | – | 7,897,472 | ||||
Capital injection from non-controlling interests | 1,838,540 | 261,000 | ||||
Dividends paid by subsidiaries to non-controlling shareholders | (20,481 | ) | (20,045 | ) | ||
Interest paid | (5,028,270 | ) | (6,052,821 | ) | ||
Net cash flows used in financing activities | (3,661,181 | ) | (5,425,640 | ) | ||
Net increase in cash and cash equivalents | 2,860,300 | 4,264,522 | ||||
Cash and cash equivalents at beginning of year | 20,756,202 | 16,376,914 | ||||
Effect of foreign exchange rate changes, net | 191,546 | 114,766 | ||||
Cash and cash equivalents at 31 December | 16 | 23,808,048 | 20,756,202 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements |
1. | GENERAL INFORMATION |
Aluminum Corporation of China Limited (the "Company") (中國鋁業股份有限公司) and its subsidiaries (together the "Group") are principally engaged in the manufacture and distribution of alumina, primary aluminum and energy products. The Group is also engaged in the development of bauxite related resources, the production, fabrication and distribution of bauxite, carbon and relevant non-ferrous metal products and the trading and logistics and transport services of non-ferrous metal products and coal products. | |
The Company is a joint stock company which is domiciled and was established on 10 September 2001 in the People's Republic of China (the "PRC") with limited liability. The address of its registered office is No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC. | |
The Company's shares have been listed on the Main Board of the Hong Kong Stock Exchange and the New York Stock Exchange since 2001. The Company also listed its A shares on the Shanghai Stock Exchange in 2007. | |
In the opinion of the directors, the ultimate holding company and parent of the Company is Aluminum Corporation of China ("Chinalco") (中國鋁業公司), a company incorporated and domiciled in the PRC and wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council. | |
Information about subsidiaries | |
Particulars of the Company's principal subsidiaries are as follows: |
Name | Place of registration and business | Registered capital | Principal activities | Percentage of equity attributable to the Company | |||||||
Direct | Indirect | ||||||||||
Baotou Aluminum Co., Ltd. ("Baotou Aluminum") (包頭鋁業有限公司) | PRC/Mainland of China | 1,668,980 | Manufacture and distribution of primary aluminum, aluminum alloy and related fabricated products and carbon products | 100.00% | – | ||||||
China Aluminum International Trading Co., Ltd. ("Chalco Trading") (中鋁國際貿易有限公司) | PRC/Mainland of China | 1,731,111 | Import and export activities | 100.00% | – |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
1. | GENERAL INFORMATION (Continued) |
Information about subsidiaries (Continued) |
Name | Place of registration and business | Registered capital | Principal activities | Percentage of equity attributable to the Company | |||||||
Direct | Indirect | ||||||||||
Shanxi Huasheng Aluminum Co., Ltd. ("Shanxi Huasheng") (山西華聖鋁業有限公司) | PRC/Mainland of China | 1,000,000 | Manufacture and distribution of primary aluminum, aluminum alloy and carbon-related products | 51.00% | – | ||||||
Shanxi Huaze Aluminum and Power Co., Ltd. (山西華澤鋁電有限公司) | PRC/Mainland of China | 1,500,000 | Manufacture and distribution of primary aluminum and anode carbon products and electricity generation and supply | 60.00% | – | ||||||
Zunyi Aluminum Co., Ltd. (遵義鋁業股份有限公司) | PRC/Mainland of China | 802,620 | Manufacture and distribution of primary aluminum | 62.10% | – | ||||||
Chalco Zunyi Alumina Co., Ltd. ("Zunyi Alumina") (中國鋁業遵義氧化鋁有限公司) | PRC/Mainland of China | 1,400,000 | Manufacture and distribution of alumina | 73.28% | – | ||||||
Shandong Huayu Alloy Materials Co., Ltd. ("Shandong Huayu") (山東華宇鋁合金材料有限公司) | PRC/Mainland of China | 1,627,697 | Manufacture and distribution of aluminum alloy | 55.00% | – | ||||||
Chalco Hong Kong Ltd. ("Chalco Hong Kong") (中國鋁業香港有限公司) | Hong Kong | HKD849,940 in thousand | Overseas investments and alumina import and export activities | 100.00% | – | ||||||
Chalco Mining Co., Ltd. (中鋁礦業有限公司) | PRC/Mainland of China | 760,000 | Manufacture, acquisition and distribution of bauxite mines, limestone ore, aluminum magnesium ore and related non-ferrous metal products | 100.00% | – | ||||||
Chalco Energy Co., Ltd. (中鋁能源有限公司) | PRC/Mainland of China | 819,993 | Thermoelectric supply and investment management | 100.00% | – |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
1. | GENERAL INFORMATION (Continued) |
Information about subsidiaries (Continued) |
Name | Place of registration and business | Registered capital | Principal activities | Percentage of equity attributable to the Company | |||||||
Direct | Indirect | ||||||||||
China Aluminum Ningxia Energy Group Co.,Ltd. ("Ningxia Energy") (中鋁寧夏能源集團) | PRC/Mainland of China | 5,025,800 | Thermal power, wind power and solar power generation, coal mining, and power related equipment manufacturing | 70.82% | – | ||||||
Guizhou Huajin Aluminum Co., Ltd. ("Guizhou Huajin") (貴州華錦鋁業有限公司) | PRC/Mainland of China | 1,000,000 | Manufacture and distribution of alumina | 60.00% | – | ||||||
Chalco Zhengzhou Research Institute of Non-ferrous Metal Co., Ltd. (中國鋁業鄭州有色金屬研究院 有限公司) | PRC/Mainland of China | 214,858 | Research and development services | 100.00% | – | ||||||
Chalco Shandong Co., Ltd. ("Chalco Shandong") (中鋁山東有限公司) | PRC/Mainland of China | 2,500,000 | Manufacture and distribution of alumina | 100.00% | – | ||||||
Chalco Zhongzhou Aluminum Co., Ltd. (中鋁中州鋁業有限公司) | PRC/Mainland of China | 3,200,000 | Manufacture and distribution of alumina | 100.00% | – | ||||||
China Aluminum Logistics Group Corporation Co., Ltd. (中鋁物流集團有限公司) | PRC/Mainland of China | 50,000 | Logistic transportation | 81.87% | 18.13% | ||||||
Chinalco Shanxi Jiaokou Xinghua Techology Ltd. ("Xinghua Techology") (中鋁集團山西交口興華科技股份有限公司) | PRC/Mainland of China | 270,000 | Manufacture and distribution of alumina | 33.00% | 33.00% | ||||||
Chinalco Shanghai Company Limited ("Chinalco Shanghai") (中鋁(上海)有限公司) | PRC/Mainland of China | 968,300 | Trading and engineering project management | 60.00% | – |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. |
2.1 | Basis of preparation | |
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board (the "IASB") and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared on a historical cost basis, except for available-for-sale financial investments and financial assets and liabilities at fair value through profit or loss which have been measured at fair value. Disposal groups held for sale are stated at the lower of their carrying amounts and fair values less costs to sell. | ||
These financial statements are presented in thousands of Chinese Renminbi ("RMB") unless otherwise stated. | ||
Going concern | ||
As at 31 December 2016, the Group's current liabilities exceeded its current assets by approximately RMB16,518 million (31 December 2015: RMB17,345 million (restated)). The directors of the Company have considered the Group's available sources of funds as follows: |
• | The Group's expected net cash inflows from operating activities in 2017; | |
• | Unutilised banking facilities of approximately RMB72,255 million as at 31 December 2016, of which amounts totalling RMB67,510 million will be subject to renewal during the next 12 months. The directors of the Company are confident that these banking facilities could be renewed upon expiration based on the Group's past experience and good credit standing; and | |
• | Other available sources of financing from banks and other financial institutions given the Group's credit history. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Going concern (Continued) | ||
The directors of the Company believe that the Group has adequate resources to continue operations for the foreseeable future of not less than 12 months from the approval date of these financial statements. The directors of the Company therefore are of the opinion that it is appropriate to adopt the going concern basis in preparing the consolidated financial statements. | ||
Consolidation | ||
The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries for the year ended 31 December 2016. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has: |
• | Power over the investee (i.e, existing rights that give it the current ability to direct the relevant activities of the investee); | |
• | Exposure, or rights, to variable returns from its involvement with the investee; and | |
• | The ability to use its power over the investee to affect its returns. | |
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: | ||
• | The contractual arrangement with the other vote holders of the investee; | |
• | Rights arising from other contractual arrangements; and | |
• | The Group's voting rights and potential voting rights. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Consolidation (Continued) | ||
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. | ||
Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. | ||
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it: |
• | Derecognises the assets (including goodwill) and liabilities of the subsidiary; | |
• | Derecognises the carrying amount of any non-controlling interests; | |
• | Derecognises the cumulative translation differences recorded in equity; | |
• | Recognises the fair value of the consideration received; | |
• | Recognises the fair value of any investment retained; | |
• | Recognises any surplus or deficit in profit or loss; and | |
• | Reclassifies the parent's share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Consolidation (Continued) |
(a) | Merger accounting for business combinations under common control | |
The consolidated financial statements incorporate the financial statements of the combining entities or businesses in business combination under common control as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party. | ||
The net assets of the combining entities or businesses are combined using the existing book values from the controlling parties' perspective. No amount is recognised in consideration for goodwill or excess of the acquirers' interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination, to the extent of the continuation of the controlling party's interest. | ||
The consolidated statement of comprehensive income includes the results of each of the combining entities or businesses from the earliest date presented or since the date when the combining entities or businesses first came under common control, where this is a shorter period, regardless of the date of the common control combination. | ||
The comparative financial data have been restated to reflect the business combinations under common control occurred during this year as disclosed in note 38. | ||
Transaction costs, including professional fees, registration fees, costs of furnishing information to shareholders, costs or losses incurred in combining operations of the previously separate businesses and etc., incurred in relation to the common control combination that is to be accounted for by using the merger accounting method are recognised as expenses in the period in which they are incurred. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Consolidation (Continued) |
(b) | Acquisition method of accounting for other business combinations | |
The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group, other than common control combinations. The considerations transferred for the acquisition of a subsidiary are the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets. The excess of the consideration transferred, the amount recognised for non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Consolidation (Continued) |
(c) | Subsidiaries | |
A subsidiary is an entity, directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee). | ||
When the Company has, directly or indirectly, less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: |
(a) | the contractual arrangement with the other vote holders of the investee; | |
(b) | rights arising from other contractual arrangements; and | |
(c) | the Group's voting rights and potential voting rights. | |
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. | ||
Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Amounts reported by subsidiaries have been adjusted where necessary in the consolidated financial statements to conform with the policies adopted by the Group. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.1 | Basis of preparation (Continued) | |
Consolidation (Continued) |
(c) | Subsidiaries (Continued) | |
In the Company's statement of financial position, as permitted under IFRS 1, the investments in subsidiaries acquired prior to 1 January 2008, being the date of transition to IFRS, are stated at deemed cost as required under the previously adopted accounting standards. Subsidiaries acquired after that date that are not classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are stated at cost less provision for impairment losses. The results of subsidiaries are accounted for by the Company on the basis of dividends received and receivable. |
2.2 | Changes in accounting policies and disclosures | |
The Group has adopted the following new and revised IFRSs (which include International Financial Reporting Standards, International Accounting Standards, and Interpretations and amendments) for the first time for the current year's financial statements. |
Amendments to IFRS 10, IFRS 12 and IAS 28 (2011) | Investment Entities: Applying the Consolidation Exception | ||
Amendments to IFRS 11 | Accounting for Acquisitions of Interests in Joint Operations | ||
Amendments to IAS 1 | Disclosure Initiative | ||
Amendments to IAS 16 and IAS 38 | Clarification of Acceptable Methods of Depreciation and Amortisation | ||
Amendments to IAS 27 (2011) | Equity Method in Separate Financial Statements | ||
Annual Improvements 2012–2014 Cycle | Amendments to a number of IFRSs |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.2 | Changes in accounting policies and disclosures (Continued) | |
Except for the amendments to IFRS 10, IFRS 12 and IAS 28 (2011), and certain amendments included in the Annual Improvements 2012–2014 Cycle, which are not relevant to the preparation of the Group's financial statements, the principal effects of adopting these new and revised IFRSs are as follows: | ||
Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations | ||
Amendments to IFRS 11 require that an acquirer of an interest in a joint operation in which the activity of the joint operation constitutes a business must apply the relevant principles for business combinations in IFRS 3. | ||
The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation. The amendments have had no impact on the Group as there has been no interest acquired in a joint operation during the year. | ||
Amendments to IAS 1 Disclosure Initiative | ||
Amendments to IAS 1 include narrow-focus improvements in respect of the presentation and disclosure in financial statements. The amendments clarify: |
(i) | the materiality requirements in IAS 1; | |
(ii) | that specific line items in the statement of comprehensive income and the statement of financial position may be disaggregated; | |
(iii) | that entities have flexibility as to the order in which they present the notes to financial statements; and | |
(iv) | that the share of other comprehensive income of associates and joint ventures accounted for using the equity method must be presented in aggregate as a single line item, and classified between those items that will or will not be subsequently reclassified to profit or loss. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.2 | Changes in accounting policies and disclosures (Continued) | |
Amendments to IAS 1 Disclosure Initiative (Continued) | ||
Furthermore, the amendments clarify the requirements that apply when additional subtotals are presented in the statement of financial position and the statement of comprehensive income. The amendments have had no significant impact on the Group's financial statements. | ||
Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation | ||
Amendments to IAS 16 and IAS 38 clarify the principle in IAS 16 and IAS 38 that revenue reflects a pattern of economic benefits that are generated from operating a business (of which the asset is part) rather than the economic benefits that are consumed through the use of the asset. As a result, a revenue-based method cannot be used to depreciate property, plant and equipment and may only be used in very limited circumstances to amortise intangible assets. The amendments are applied prospectively. The amendments have had no impact on the financial position or performance of the Group as the Group has not used a revenue-based method for the calculation of depreciation of its non-current assets. | ||
Amendments to IAS 27 (2011) Equity Method in Separate Financial Statements | ||
The IAS 27 (2011) Amendments allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. Entities already applying IFRSs and electing to change to the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements are required to apply the change retrospectively. The amendments have had no significant impact on the Group, and the Company has not elected to change to equity method in its separate financial statement. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.2 | Changes in accounting policies and disclosures (Continued) | |
Annual Improvements to IFRSs 2012–2014 Cycle | ||
Annual Improvements to IFRSs 2012–2014 Cycle issued in September 2014 sets out amendments to a number of IFRSs. Details of the amendments are as follows: | ||
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations: Clarifies that changes to a plan of sale or a plan of distribution to owners should not be considered to be a new plan of disposal, rather it is a continuation of the original plan. Accordingly, there is no change in the application of the requirements in IFRS 5. The amendments also clarify that changing the disposal method does not change the date of classification of the non-current assets or disposal group held for sale. | ||
The amendments are applied prospectively. The amendments have had no impact on the Group as the Group did not have any disposal group held for sale at the end of the year. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards | |
The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective, in these financial statements. |
Amendments to IFRS 2 | Classification and Measurement of Share-based Payment Transactions2 | ||
Amendments to IFRS 4 | Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts2 | ||
IFRS 9 | Financial Instruments2 | ||
Amendments to IFRS 10 and IAS 28 (2011) | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture4 | ||
IFRS 15 | Revenue from Contracts with Customers2 | ||
Amendments to IFRS 15 | Clarifications to IFRS 15 Revenue from Contracts with Customers2 | ||
IFRS 16 | Leases3 | ||
Amendments to IAS 7 | Disclosure Initiative1 | ||
Amendments to IAS 12 | Recognition of Deferred Tax Assets for Unrealised Losses1 | ||
Amendments to IAS 40 | Transfers of Investment Property2 | ||
IFRIC Interpretation 22 | Foreign Currency Transactions and Advance Consideration2 | ||
Annual Improvements to IFRSs 2014–2016 Cycle | Amendments to a number of IFRSs1/2 |
1 | Effective for annual periods beginning on or after 1 January 2017 | |
2 | Effective for annual periods beginning on or after 1 January 2018 | |
3 | Effective for annual periods beginning on or after 1 January 2019 | |
4 | No mandatory effective date yet determined but available for adoption |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
Further information about those IFRSs that are expected to be applicable to the Group is as follows: | ||
Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions | ||
The IASB issued amendments to IFRS 2 in June 2016 that address three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding a certain amount in order to meet the employee's tax obligation associated with the share-based payment; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash-settled to equity-settled. The amendments clarify that the approach used to account for vesting conditions when measuring equity-settled share-based payments also applies to cash-settled share-based payments. The amendments introduce an exception so that a share-based payment transaction with net share settlement features for withholding a certain amount in order to meet the employee's tax obligation is classified in its entirety as an equity-settled share-based payment transaction when certain conditions are met. Furthermore, the amendments clarify that if the terms and conditions of a cash-settled share-based payment transaction are modified, with the result that it becomes an equity-settled share-based payment transaction, the transaction is accounted for as an equity-settled transaction from the date of the modification. The Group expects to adopt the amendments from 1 January 2018. The amendments are not expected to have any significant impact on the Group's financial statements. | ||
IFRS 9 Financial Instruments | ||
In July 2014, the IASB issued the final version of IFRS 9, bringing together all phases of the financial instruments project to replace IAS 39 and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement, impairment and hedge accounting. The Group expects to adopt IFRS 9 from 1 January 2018. The Group is currently assessing the impact of the standard. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
Amendments to IFRS 10 and IAS 28(2011) Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | ||
Amendments to IFRS 10 and IAS 28 (2011) address an inconsistency between the requirements in IFRS 10 and in IAS 28 (2011) in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The amendments require a full recognition of a gain or loss when the sale or contribution of assets between an investor and its associate or joint venture constitutes a business. For a transaction involving assets that do not constitute a business, a gain or loss resulting from the transaction is recognised in the investor's profit or loss only to the extent of the unrelated investor's interest in that associate or joint venture. The amendments are to be applied prospectively. The previous mandatory effective date of amendments to IFRS 10 and IAS 28 (2011) was removed by the IASB in January 2016 and a new mandatory effective date will be determined after the completion of a broader review of accounting for associates and joint ventures. However, the amendments are available for adoption now. | ||
Amendments to IFRS 15 Clarifications to IFRS 15 Revenue from Contracts with Customers | ||
IFRS 15 establishes a new five-step model to account for revenue arising from contracts with customers. Under IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in IFRS 15 provide a more structured approach for measuring and recognising revenue. The standard also introduces extensive qualitative and quantitative disclosure requirements, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates. The standard will supersede all current revenue recognition requirements under IFRSs. In June 2016, the IASB issued amendments to IFRS 15 to address the implementation issues on identifying performance obligations, application guidance on principal versus agent and licences of intellectual property, and transition. The amendments are also intended to help ensure a more consistent application when entities adopt IFRS 15 and decrease the cost and complexity of applying the standard. Either a full retrospective application or a modified retrospective application is required for annual periods beginning on or after 1 January 2018. Early adoption is permitted. During the year ended 31 December 2016, the Group performed a preliminary assessment on the impact of the adoption of IFRS 15, which is subject to changes arising from a more detailed ongoing analysis. Furthermore, the Group is considering the clarifications issued by the IASB in 2016 and will monitor any further developments. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
Amendments to IFRS 15 Clarifications to IFRS 15 Revenue from Contracts with Customers (Continued) | ||
The Group's principal activities consist of the manufacture and sale of alumina, the manufacture and sale of primary aluminium and aluminum alloy products, trading and logistics of non-ferrous metal products, coal, electric power and other energy businesses. Upon initial evaluation, the Group expects to adopt IFRS 15 on 1 January 2018 using the modified retrospective method and the effect of adoption on the Group's financial statements is not expected to be material. | ||
IFRS 16 Leases | ||
IFRS 16 replaces IAS 17 Leases, IFRIC-4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise assets and liabilities for most leases. The standard includes two recognition exemptions for lessees – leases of low-value assets and short-term leases. At the commencement date of a lease, a lessee will recognise a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term. The right-of-use asset is subsequently measured at cost less accumulated depreciation and any impairment losses unless the right-of-use asset meets the definition of investment property in IAS 40. The lease liability is subsequently increased to reflect the interest on the lease liability and reduced for the lease payments. Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will also be required to remeasure the lease liability upon the occurrence of certain events, such as change in the lease term and change in future lease payments resulting from a change in an index or rate used to determine those payments. Lessees will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting under IFRS 16 is substantially unchanged from the accounting under IAS 17. Lessors will continue to classify all leases using the same classification principle as in IAS 17 and distinguish between operating leases and finance leases. The Group expects to adopt IFRS 16 on 1 January 2019 and is currently assessing the impact of IFRS 16 upon adoption. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
Amendments to IAS 7 Disclosure Initiative | ||
Amendments to IAS 7 require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes. The amendments will result in additional disclosure to be provided in the financial statements. The Group expects to adopt the amendments from 1 January 2017. | ||
Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses | ||
Amendments to IAS 12 were issued with the purpose of addressing the recognition of deferred tax assets for unrealised losses related to debt instruments measured at fair value, although they also have a broader application for other situations. The amendments clarify that an entity, when assessing whether taxable profits will be available against which it can utilise a deductible temporary difference, needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount. The Group expects to adopt the amendments from 1 January 2017. | ||
Amendments to IAS 40 Transfers of Investment Property | ||
The amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. A mere change in management's intentions for the use of a property does not provide evidence of a change in use. The amendments are effective for annual periods beginning on or after 1 January 2018. Early application of the amendments is permitted and must be disclosed. The Group expects to adopt the amendments from 1 January 2018. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
IFRIC Interpretation 22 Foreign Currency Transactions and Advance Consideration | ||
The interpretation clarifies that in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity initially recognises the nonmonetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine a date of the transactions for each payment or receipt of advance consideration. The interpretation is effective for annual periods beginning on or after 1 January 2018. Early application of the amendments is permitted and must be disclosed. The Group expects to adopt the amendments from 1 January 2018. | ||
Annual Improvements to IFRSs 2014–2016 Cycle | ||
Annual Improvements to IFRSs 2014–2016 Cycle issued in December 2016 sets out amendments to a number of IFRSs. Details of the amendments are as follows: | ||
IFRS 1 First-time Adoption of International Financial Reporting Standards | ||
Short-term exemptions in paragraphs E3–E7 of IFRS 1 were deleted because they have now served their intended purpose. The amendment is effective from 1 January 2018. The amendments have had no impact on the Group as the Group has already adopted International Financial Reporting Standards. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
IAS 28 Investments in Associates and Joint Ventures | ||
The amendments clarifies that: |
• | An entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognition on an investment-by-investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. | |
• | If an entity that is not itself an investment entity has an interest in an associate or joint venture that is an investment entity, the entity may, when applying the equity method, elect to retain the fair value measurement applied by that investment entity associate or joint venture to the investment entity associate's or joint venture's interests in subsidiaries. This election is made separately for each investment entity associate or joint venture, at the later of the date on which (a) the investment entity associate or joint venture is initially recognised; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first becomes a parent. |
The amendments should be applied retrospectively and are effective from 1 January 2018, with earlier application permitted. If an entity applies those amendments for an earlier period, it must disclose that fact. The Group expects to adopt the amendments from 1 January 2018. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.3 | Issued but not yet effective International Financial Reporting Standards (Continued) | |
IFRS 12 Disclosure of Interests in Other Entities | ||
The amendments clarify that the disclosure requirements in IFRS 12, other than those in paragraphs B10–B16, apply to an entity's interest in a subsidiary, a joint venture or an associate (or a portion of its interest in a joint venture or an associate) that is classified (or included in a disposal group that is classified) as held for sale. The amendments are effective from 1 January 2017 and must be applied retrospectively. The Group expects to adopt the amendments from 1 January 2017. | ||
2.4 | Investments in joint ventures and associates | |
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. | ||
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies. | ||
The Group's investments in associates and joint ventures are accounted for using the equity method. | ||
Under the equity method, the investment in an associate or a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate or joint venture since the acquisition date. Goodwill relating to the associate or joint venture is included in the carrying amount of the investment, and tested for impairment each year end. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.4 | Investments in joint ventures and associates (Continued) | |
The consolidated statement of comprehensive income reflects the Group's share of the results of operations of the associate or joint venture. Any change in OCI of those investees is presented as part of the Group's OCI. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and the associate or joint venture are eliminated to the extent of the interest in the associate or joint venture. | ||
The aggregate of the Group's share of profit or loss of an associate and a joint venture is shown on the face of the consolidated statement of comprehensive income outside operating profit and represents profit or loss after tax and non-controlling interests in the subsidiaries of the associate or joint venture. | ||
The financial statements of the associate or joint venture are prepared for the same reporting period as the Group. When necessary, adjustments are made to bring the accounting policies in line with those of the Group. | ||
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its investment in its associate or joint venture. At each reporting date, the Group determines whether there is objective evidence that the investment in the associate or joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value, then recognises the loss in profit or loss. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.4 | Investments in joint ventures and associates (Continued) | |
If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest is not remeasured. Instead, the investment continues to be accounted for under the equity method. In all other cases, upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and the proceeds from disposal is recognised in profit or loss. | ||
The Group's investments in associates and joint ventures are classified as non-current assets and are stated at cost less any impairment losses. The results of associates and joint ventures are included in the Group's profit or loss to the extent of dividends received and receivable. | ||
When an investment in an associate or a joint venture is classified as held for sale, it is accounted for in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. | ||
2.5 | Segment reporting | |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-makers, who are responsible for allocating resources and assessing the performance of the operating segments, have been identified as the presidents of the Company that make strategic decisions. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.6 | Related parties | |
A party is considered to be related to the Group if: |
(a) | the party is a person or a close member of that person's family and that person: | ||
(i) | has control or joint control over the Group; | ||
(ii) | has a significant influence over the Group; or | ||
(iii) | is a member of the key management personnel of the Group or of a parent of the Group; | ||
or |
(b) | the party is an entity where any of the following conditions applies: | ||
(i) | the entity and the Group are members of the same group; | ||
(ii) | one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity); | ||
(iii) | the entity and the Group are joint ventures of the same third party; | ||
(iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity; | ||
(v) | the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group; | ||
(vi) | the entity is controlled or jointly controlled by a person identified in (a); | ||
(vii) | a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and | ||
(viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.7 | Fair value measurement | |
The Group measures its derivative financial instruments and available-for-sale financial investments at fair value at the end of each reporting period. Also, the fair values of financial instruments measured at amortised cost are disclosed in note 36. | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: |
• | In the principal market for the asset or liability; or | |
• | In the absence of a principal market, in the most advantageous market for the asset or liability. |
The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. | |
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. | |
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.7 | Fair value measurement (Continued) | |
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: |
Level 1 | – | Based on quoted (unadjusted) market prices in active markets for identical assets or liabilities | |
Level 2 | – | Based on valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable | |
Level 3 | – | Based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable |
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. | ||
2.8 | Foreign currency translation |
(a) | Functional and presentation currency | |
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in RMB, which is the Company's functional currency and the Group's presentation currency. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.8 | Foreign currency translation (Continued) |
(b) | Transactions and balances | |
Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognised in profit or loss. | ||
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item. | ||
(c) | Group companies | |
The results and financial positions of all the group entities (none of which has the currency of a hyper-inflationary economy) that has a functional currency different from the presentation currency are translated into the presentation currency as follows: |
(i) | assets and liabilities in each statement of financial position presented are translated at the closing rates at the end of the reporting period; | |
(ii) | income and expenses in each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rates at the dates of the transactions); and | |
(iii) | all resulting exchange differences are recognised in other comprehensive income. Upon disposal of a foreign operation, the other comprehensive income related to the foreign operation is reclassified to profit or loss. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.8 | Foreign currency translation (Continued) |
(c) | Group companies (Continued) | |
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. |
2.9 | Property, plant and equipment | |
Property, plant and equipment, other than construction in progress, are stated at cost less accumulated depreciation and any impairment losses. When an item of property, plant and equipment is classified as held for sale or when it is part of a disposal group classified as held for sale, it is not depreciated and is accounted for in accordance with IFRS 5. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. | ||
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.9 | Property, plant and equipment (Continued) | |
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as follows: |
Buildings | 8–45 years | |
Machinery | 3–30 years | |
Transportation facilities | 6–10 years | |
Office and other equipment | 3–10 years |
The assets' depreciation method, residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset. | |
Construction in progress ("CIP") represents buildings under construction, and plant and equipment pending for installation, and is stated at cost less any impairment losses. Cost comprises construction expenditures, other expenditures necessary for the purpose of preparing the CIP for its intended use and those borrowing costs incurred before the asset is ready for its intended use that is eligible for capitalisation. CIP is transferred to property, plant and equipment when the CIP is ready for its intended use. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.10 | Intangible assets |
(a) | Goodwill | |
Goodwill arises on the acquisition of subsidiaries, associates and joint ventures and represents the excess of the consideration transferred over the fair value of the Group's share of the net identifiable assets of the acquiree at the date of acquisition. | ||
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level. | ||
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed. | ||
(b) | Mining rights and mineral exploration rights | |
The Group's mineral exploration rights and mining rights relate to coal, bauxite and other mines. |
(i) | Recognition | |
Mineral exploration rights and mining rights are initially recorded at cost which includes the acquisition consideration, qualifying exploration and other direct costs. The mineral exploration rights are stated at cost less any impairment, and the mining rights are stated at cost less any amortisation and impairment. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.10 | Intangible assets (Continued) |
(b) | Mining rights and mineral exploration rights (Continued) |
(ii) | Reclassification | |
Mineral exploration rights are converted to mining rights when technical feasibility and commercial viability of extracting a mineral resource are demonstrable, and are subject to amortisation when commercial production has commenced. | ||
The Group assesses the stage of each mine under construction to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction project. The Group considers various relevant criteria, such as completion of a reasonable period of testing of the mine and equipment, ability to produce in saleable form (within specifications) and ability to sustain ongoing production to assess when a mine is substantially complete and ready for its intended use. | ||
(iii) | Amortisation | |
Amortisation of bauxite and other mining rights (except for coal mining rights) is provided on a straight-line basis according to the shorter of the expiration date of the mining certificate and the mineable period of natural resources. Estimated mineable periods of the majority of the mining rights range from 3 to 30 years. | ||
Coal mining rights are amortised on a unit-of-production basis over the economically recoverable reserves evaluated based on the reserves estimated in accordance with the standards in the Solid Mineral Resource/Reserve Classification of the PRC (GB/T17766-1999) of the mine concerned. | ||
(iv) | Impairment | |
An impairment review is performed when there are indicators that the carrying amount of the mineral exploration rights and mining rights may exceed their recoverable amounts. To the extent that this occurs, the excess is fully provided as an impairment loss. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.10 | Intangible assets (Continued) |
(c) | Computer software | |
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives, which do not exceed 10 years. Costs associated with maintaining computer software programmes are recognised as an expense as incurred. | ||
(d) | Other intangible assets | |
Other intangible assets mainly include profit sharing right of Maochang mine, which are initially recorded at costs incurred to acquire the specific right. Amortisation is calculated on the straight-line basis over its estimated useful life. The estimated useful live of profit sharing right of Maochang mine is 22.5 years. | ||
(e) | Periodic review of the useful lives and amortisation method | |
For intangible assets with finite useful lives, the estimated useful lives and amortisation method are reviewed annually at the end of each reporting period and adjusted when necessary. |
2.11 | Research and development costs | |
Research and development expenditures are classified as research expenditures and development expenditures according to the nature of the expenditures and whether there is significant uncertainty of development activities transforming to assets. | ||
Research expenditures are recognised in profit or loss for the current period. Development expenditures are recognised as assets when all of the following criteria are met: |
(i) | it is technically feasible to complete the asset so that it will be available for use or sale; |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.11 | Research and development costs (Continued) |
(ii) | management intends to complete the asset and intends and has the ability to use or sell it; | |
(iii) | it can be demonstrated that the asset will generate probable future economic benefits; | |
(iv) | there are adequate technical, financial and other resources to complete the development of the asset and management has the ability to use or sell the asset; and | |
(v) | the expenditure attributable to the asset during its development phase can be reliably measured. |
Development expenditures that do not meet the criteria above are recorded in profit or loss for the current period as incurred. Development expenditures that have been recorded in profit or loss in previous periods will be not recognized as assets in subsequent periods. Capitalized development expenditures are included in property, plant and equipment and intangible assets as appropriate according to their natures. | ||
2.12 | Impairment of non-financial assets | |
Where an indication of impairment exists, or when annual impairment testing for an asset is required (for example goodwill or intangible assets with indefinite useful life), the asset's recoverable amount is estimated. An asset's recoverable amount is the higher of the asset's or cash-generating unit's value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs. | ||
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.12 | Impairment of non-financial assets (Continued) | |
An assessment is made at the end of each reporting period as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to profit or loss in the period in which it arises. | ||
2.13 | Investment properties | |
Investment properties are interests in land and buildings (including the leasehold interest under an operating lease for a property which would otherwise meet the definition of an investment property) held to earn rental income and/or for capital appreciation, rather than for use in the production or supply of goods or services or for administrative purposes; or for sale in the ordinary course of business. Such properties are measured initially at cost, including transaction costs. After initial recognition, the Group uses the cost model to measure all of its investment properties. | ||
Depreciation is calculated on the straight-line basis to write off the cost to investment property's residual value over its estimated useful life. The estimated useful lives are as follows: |
Buildings | 50 years | |
Land use right | 40–70 years |
The carrying amounts of investment properties measured using the cost method are reviewed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable. | |
Any gains or losses on the retirement or disposal of an investment property are recognised in profit or loss in the year of the retirement or disposal. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.14 | Non-current assets and disposal groups held for sale | |
Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sales transaction rather than through continuing use. For this to be the case, the asset or disposal group must be available for immediate sale in its present condition subject only to terms that are usual and customary for the sale of such assets or disposal groups and its sale must be highly probable. All assets and liabilities of a subsidiary classified as a disposal group are reclassified as held for sale regardless of whether the Group retains a non-controlling interest in its former subsidiary after the sale. | ||
Non-current assets and disposal groups (other than financial assets) classified as held for sale are measured at the lower of their carrying amounts and fair values less costs to sell. Property, plant and equipment and intangible assets classified as held for sale are not depreciated or amortised. | ||
2.15 | Financial assets |
(a) | Classification | |
The Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables and available-for-sale financial investments. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. |
(i) | Financial assets at fair value through profit or loss | |
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of sale in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments as defined by IAS 39. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(a) | Classification (Continued) |
(i) | Financial assets at fair value through profit or loss (Continued) | |
Financial assets at fair value through profit or loss are carried in the consolidated statement of financial position at fair value with positive net changes in fair value presented as other income and gains and negative net changes in fair value presented as finance costs. These net fair value changes do not include any dividends or interest earned on these financial assets, which are recognised in accordance with the policies set out for "Revenue recognition" below. | ||
Financial assets designated upon initial recognition as at fair value through profit or loss are designated at the date of initial recognition and only if the criteria in IAS 39 are satisfied. | ||
Derivatives embedded in host contracts are accounted for as separate derivatives and recorded at fair value if their economic characteristics and risks are not closely related to those of the host contracts and the host contracts are not held for trading or designated as at fair value through profit or loss. These embedded derivatives are measured at fair value with changes in fair value recognised in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(a) | Classification (Continued) |
(ii) | Loans and receivables | |
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial measurement, such assets are subsequently measured at amortised cost using the effective interest rate method less any allowance for impairment. Amortised cost is calculated by taking into account any discount or premium on acquisition and includes fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in other income and gains in profit or loss. The loss arising from impairment is recognised in profit or loss in finance costs for loans and in other expenses for receivables. | ||
(iii) | Available-for-sale financial investments | |
Available-for-sale financial investments are non-derivative financial assets in listed and unlisted equity investments and debt securities. Equity investments classified as available for sale are those which are neither classified as held for trading nor designated as at fair value through profit or loss. Debt securities in this category are those which are intended to be held for an indefinite period of time and which may be sold in response to needs for liquidity or in response to changes in market conditions. | ||
After initial recognition, available-for-sale financial investments are subsequently measured at fair value, with unrealised gains or losses recognised as other comprehensive income in the available-for-sale investment revaluation reserve until the investment is derecognised, at which time the cumulative gain or loss is recognised in profit or loss in other income, or until the investment is determined to be impaired, when the cumulative gain or loss is reclassified from the available-for-sale investment revaluation reserve to profit or loss in other gains or losses. Interest and dividends earned whilst holding the available-for-sale financial investments are reported as interest income and dividend income, respectively and are recognised in profit or loss as other income in accordance with the policies set out for "Interest income" and "Dividend income" below. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(a) | Classification (Continued) |
(iii) | Available-for-sale financial investments (Continued) | |
When the fair value of unlisted equity investments cannot be reliably measured because (a) the variability in the range of reasonable fair value estimates is significant for that investment or (b) the probabilities of the various estimates within the range cannot be reasonably assessed and used in estimating fair value, such investments are stated at cost less any impairment losses. | ||
The Group evaluates whether the ability and intention to sell its available-for-sale financial assets in the near term are still appropriate. When, in rare circumstances, the Group is unable to trade these financial assets due to inactive markets, the Group may elect to reclassify these financial assets if management has the ability and intention to hold the assets for the foreseeable future or until maturity. | ||
For a financial asset reclassified from the available-for-sale category, the fair value carrying amount at the date of reclassification becomes its new amortised cost and any previous gain or loss on that asset that has been recognised in equity is amortised to profit or loss over the remaining life of the investment using the effective interest rate. Any difference between the new amortised cost and the maturity amount is also amortised over the remaining life of the asset using the effective interest rate. If the asset is subsequently determined to be impaired, then the amount recorded in equity is reclassified to profit or loss. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(b) | Recognition and measurement | |
All regular purchases and sales of financial assets are recognised on the trade date, that is the date that the Group commits to purchase or sell the asset. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace. Investments are initially recognised at fair value plus transaction costs, except in the case of financial assets recorded at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available-for-sale financial investments and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are subsequently carried at amortised cost using the effective interest method. | ||
(c) | Derecognition of financial assets | |
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Group's consolidated statement of financial position) when: |
• | the rights to receive cash flows from the asset have expired; or | |
• | the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(c) | Derecognition of financial assets (Continued) | |
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group's continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. | ||
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. | ||
(d) | Impairment of financial assets | |
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that occurred after the initial recognition of the asset have an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that a debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(d) | Impairment of financial assets (Continued) | |
Financial assets carried at amortised cost | ||
For financial assets carried at amortised cost, the Group first assesses whether impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognised are not included in a collective assessment of impairment. | ||
The amount of any impairment loss identified is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial asset's original effective interest rate (i.e., the effective interest rate computed at initial recognition). | ||
The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognised in profit or loss. Interest income continues to be accrued on the reduced carrying amount using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans and receivables together with any associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Group. | ||
If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognised, the previously recognised impairment loss is increased or reduced by adjusting the allowance account. If a write-off is later recovered, the recovery is credited to other expenses in profit or loss. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(d) | Impairment of financial assets (Continued) | |
Available-for-sale financial investments | ||
For available-for-sale financial investments, the Group assesses at the end of each reporting period whether there is objective evidence that an investment or a group of investments is impaired. | ||
If an available-for-sale asset is impaired, an amount comprising the difference between its cost (net of any principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in profit or loss, is removed from other comprehensive income and recognised in profit or loss. | ||
In the case of equity investments classified as available-for-sale financial investments, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial investments, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the statement of comprehensive income – is removed from other comprehensive income and recognised in profit or loss. Impairment losses recognised in profit or loss on equity instruments are not reversed through profit or loss. | ||
The determination of what is "significant" or "prolonged" requires judgement. In making this judgement, the Group evaluates, among other factors, the duration or extent to which the fair value of an investment is less than its cost. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.15 | Financial assets (Continued) |
(d) | Impairment of financial assets (Continued) | |
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Available-for-sale financial investments (Continued) | ||
In the case of debt instruments classified as available for sale, impairment is assessed based on the same criteria as financial assets carried at amortised cost. However, the amount recorded for impairment is the cumulative loss measured as the difference between the amortised cost and the current fair value, less any impairment loss on that investment previously recognised in profit or loss. Future interest income continues to be accrued based on the reduced carrying amount of the asset and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. The interest income is recorded as part of finance income. Impairment losses on debt instruments are reversed through profit or loss if the subsequent increase in fair value of the instruments can be objectively related to an event occurring after the impairment loss was recognised in profit or loss. |
2.16 | Financial liabilities |
(a) | Initial recognition and measurement | |
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. | ||
All financial liabilities are recognised initially at fair value plus, in the case of loans and borrowings, directly attributable transaction costs. | ||
The Group's financial liabilities include financial liabilities at fair value through profit or loss and loans and borrowings. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.16 | Financial liabilities (Continued) |
(b) | Subsequent measurement | |
The subsequent measurement of financial liabilities depends on their classification as follows: | ||
Loans and borrowings | ||
After initial recognition, loans and borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process. | ||
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in finance costs in profit or loss. | ||
Financial liabilities at fair value through profit or loss | ||
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. | ||
Financial liabilities are classified as held for trading if they are acquired for the purpose of repurchasing in the near term. This category includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IAS 39. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in profit or loss. The net fair value gain or loss recognised in profit or loss does not include any interest charged on these financial liabilities. | ||
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the date of initial recognition and only if the criteria of IAS 39 are satisfied. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.16 | Financial liabilities (Continued) |
(b) | Subsequent measurement (Continued) | |
Financial guarantee contracts | ||
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. A financial guarantee contract is recognised initially as a liability at its fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequent to initial recognition, the Group measures the financial guarantee contract at the higher of: (i) the amount of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period; and (ii) the amount initially recognised less, when appropriate, cumulative amortisation. | ||
(c) | Derecognition of financial liabilities | |
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires. | ||
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in profit or loss. |
2.17 | Offsetting financial instruments | |
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.18 | Derivative financial instruments | |
Initial recognition and subsequent measurement | ||
The Group uses derivative financial instruments, such as forward currency contracts and interest rate swaps, to hedge its foreign currency risk and interest rate risk, respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. | ||
Any gains or losses arising from changes in fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in other comprehensive income and later reclassified to profit or loss when the hedged item affects profit or loss. | ||
2.19 | Inventories | |
Inventories comprise raw materials, work-in-progress, finished goods, spare parts and packaging materials and others, and are stated at the lower of cost and net recoverable amount. Cost is determined using the weighted average method. Work-in-progress and finished goods comprise materials, direct labour and an appropriate proportion of all production overhead expenditure (based on the normal operating capacity). Borrowing costs are excluded. | ||
Provision for impairment of inventories is usually determined by the excess of cost over net recoverable amount and recorded in profit or loss. Net recoverable amounts are determined based on the estimated selling price less estimated conversion costs, selling expenses and related taxes in the ordinary course of business. Provision for or reversal of provision for impairment of inventories is recognised within "cost of sales" in profit or loss. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.20 | Trade and notes receivables and other receivables | |
Trade and notes receivables and other receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of these receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. | ||
Trade and notes receivables and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. | ||
2.21 | 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. | ||
2.22 | Other income | |
Other income mainly includes government grants, which are recognised 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 recognised 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 recognises 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. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.22 | Other income (Continued) | |
Asset-related government grants are recognised as deferred income and are amortised 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 recognised as deferred income and recorded in profit or loss when the related expenses or losses are incurred. When the grants are used to compensate expenses or losses that were already incurred, they are directly recognised in profit or loss for the current period. | ||
2.23 | 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). | ||
2.24 | Employee benefits | |
Employee benefits mainly include salaries, bonuses, allowances and subsidies, pension insurance, social insurance and housing funds, labour union fees, employees' education fees and other expenses related to the employees for their services. The Group recognises employee benefits as liabilities during the accounting period when employees rendered the services and allocates the related cost of assets and expenses based on different beneficiaries. |
(a) | Bonus plans | |
The expected cost of bonus plans is recognised as a liability when the Group has a present legal or constructive obligation as a result of services rendered by employees and a reliable estimate of the obligation can be made. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.24 | Employee benefits (Continued) |
(b) | Retirement benefit obligations | |
The Group primarily pays contributions on a monthly basis to participate in a pension plan organised by the relevant municipal and provincial governments in the PRC. In 2016, the Group made monthly contributions at the rate of 20% (2015: 20%) of the qualified employees' salaries. The municipal and provincial governments undertake to assume the retirement benefit obligations of all existing and future retired employees payable under these plans. The Group has no legal or constructive obligations for further contributions if the fund does not hold sufficient assets to pay all employees the benefit relating to their current and past services. | ||
(c) | Other social insurance and housing funds | |
The Group provides other social insurance and housing funds to the qualified employees in the PRC based on certain percentages of their salaries. These percentages are not to exceed the upper limits of the percentages prescribed by the Ministry of Human Resources and Social Security of the PRC. These benefits are paid to social security organisations and the amounts are expensed as incurred. The Group has no legal or constructive obligations for further contributions if the fund does not hold sufficient assets to pay all employees the benefit relating to their current and past services. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) |
2.24 | Employee benefits (Continued) |
(d) | Termination benefit obligations and early retirement benefit obligations | |
Termination and early retirement benefit obligations are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy and/or early retirement in exchange for these benefits. The Group recognises termination and early retirement benefit obligations when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy and/or early retirement. The specific terms vary among the terminated and early retired employees depending on various factors including position, length of service and district of the employees concerned. Benefits falling due for more than 12 months after the end of the reporting period are discounted to their present values. |
2.25 | Current and deferred income tax | |
The income tax expense for the period comprises current and deferred tax. Share of income tax expense of joint ventures and associates are included in "share of profits and loss of joint ventures and associates". Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. | ||
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) | |
2.25 | Current and deferred income tax (Continued) | |
Deferred income tax is provided using the liability method on all temporary differences at the end of reporting period between tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; the deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. | ||
Deferred tax assets are recognised for all deductible temporary differences, the carrying forward of unused tax losses and tax credits. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences and the carry forward of unused tax losses and unused tax credits can be utilised. | ||
Deferred tax liability is provided for all taxable temporary differences arising on investments in subsidiaries, joint ventures and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. | ||
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. | ||
2.26 | Perpetual securities | |
Perpetual securities are classified as equity if they are non-redeemable, or redeemable only at the issuer's option, and any interests and distributions are discretionary. Interests and distributions on perpetual securities classified as equity are recognized as distributions within equity. | ||
The perpetual securities issued by the Company are recognized as other equity instruments, and the perpetual securities issued by subsidiary of the Company are recognized as non-controlling interests. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) | ||
2.27 | Revenue recognition | ||
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and when specific criteria have been met for each of the Group's activities (see descriptions below). | |||
(a) | Sales of goods | ||
Revenue from the sales of goods is recognised when the Group has already transferred the significant risks and rewards of ownership of the goods to the buyers, the Group has retained neither continuing managerial involvement nor control over the goods, it is probable that the economic benefits related to the transaction will flow into the Group, and the revenue and related costs incurred can be measured reliably. | |||
If the Group is acting solely as an agent, amounts billed to customers are offset against the relevant costs, and the related revenue is reported on a net basis. | |||
(b) | Rendering of services | ||
The Group provides machinery processing, transportation and packaging services and other services to third party customers. These services are recognised in the period when the related services are provided. | |||
2.28 | Interest income | ||
Interest income is recognised using the effective interest method. When a loan or receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flows discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognised using the original effective interest rate. | |||
2.29 | Dividend income | ||
Dividend income is recognised when the right to receive payment is established. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) | |
2.30 | Leases | |
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is assessed for whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. | ||
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. | ||
The Group leases certain land use right and property, plant and equipment. Land use right and property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's commencement at the lower of the fair value of the land use right and the present value of the minimum lease payments. | ||
Each lease payment is allocated between the liability and finance charges. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the finance costs is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset and the lease term. | ||
Regarding the sale and leaseback agreements, the Group treats the sale and leaseback transactions as finance leases, the difference between the carrying amount and the consideration will be deferred and recognized in profit or loss during the useful lives of relevant assets as an adjustment of depreciation expense. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued) | |
2.31 | Borrowing costs | |
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. | ||
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. | ||
All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. | ||
2.32 | Dividend distribution | |
Dividend distribution to the Company's shareholders is recognised as a liability in the Group's and Company's financial statements in the period in which the dividends are approved by the Company's shareholders. | ||
2.33 | Provisions | |
A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation. | ||
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of time is recognised as interest expense. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS | |
The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these judgments, assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affected in future periods. | ||
Judgments | ||
In the process of applying the Group's accounting policies and preparing the Group's consolidated financial statements, management has made the following judgments, apart from those involving estimates, which have significant effect on the amounts recognised in the consolidated financial statements. | ||
(a) | Significant influence over an entity in which the Group holds less than 20% of voting rights | |
At 31 December 2016, the Group owned a 15% equity interest of Chalco Mineral Resources Co. Ltd. ("Chalco Resources") ("中鋁礦產資源有限公司"). The Group considers that it has significant influence over Chalco Resources even though it owns less than 20% of the voting rights, on the grounds that the Company can appoint one out of the five directors of the board of directors of Chalco Resources. | ||
At 31 December 2016, the Group owned a 14.62% equity interest of China Rare Earth Co., Ltd. ("China Rare Earth") ("中國稀有稀土有限公司"). The Group considers that it has significant influence over China Rare Earth even though it owns less than 20% of the voting rights, on the grounds that the Group can appoint one out of the seven directors of the board of directors of China Rare Earth. | ||
At 31 December 2016, the Group owned 17.7% of the voting right of Chinalco Capital Holdings Co., Ltd.* ("Chinalco Capital") ("中鋁資本控股有限公司"). The Group considers that it has significant influence over Chinalco Capital since it can appoint one out of three directors of the board of directors of Chinalco Capital. | ||
At 31 December 2016, the Group owned a 16% equity interest of Baise New Aluminum Power Co., Ltd. ("New Aluminum Power") ("百色新鋁電力有限公司"). The Group considers that the Group has significant influence over New Aluminum Power even though it owns less than 20% of the voting rights, on the grounds that the Group can appoint one out of the nine directors of the board of directors of New Aluminum Power. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (Continued) | |
Judgments (Continued) | ||
(b) | Entity in which the Group holds more than a majority of voting rights that is not subject to consolidation | |
In April 2015, Ningxia Energy and Zhejiang Power Group Co., Ltd.* ("Zhejiang Power") (浙江省能源集團有限公司) jointly established Ningxia Yinxing Power Co., Ltd.* ("Yinxing Power") (寧夏銀星發電有限責任公司). The registered capital of Yinxing Power is RMB800 million, of which Ningxia Energy and Zhejiang Power contributed 51% and 49%, respectively. Ningxia Energy can appoint four out of the seven directors of the board of directors. According to the articles of association of Yinxing Power, most of the resolutions of both shareholders' meeting and board of directors require more than two-thirds of the votes for passing. Accordingly, the directors of the Company consider that Ningxia Energy and Zhejiang Energy have joint control over Yinxing Power, which is accounted for as a joint venture. | ||
(c) | Consolidation of entities in which the Group holds less than a majority of voting rights | |
In December 2016, Yinxing Energy issued shares non-publicly and the equity interest of the Group in Yinxing Energy was diluted to 40.44%. Since the remaining 59.56% of the equity shares in Yinxing Energy are held by large number of individual shareholders, in opinion of the directors of the Company, the Group has control over Yinxing Energy and Yinxing Energy continues to be included in the consolidation scope. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS (Continued) | |
Judgments (Continued) | ||
(c) | Consolidation of entities in which the Group holds less than a majority of voting rights (Continued) | |
The Group had 50% equity interest in Shanxi China Huarun Co., Ltd.* ("Shanxi Huarun") ("山西中鋁華潤有限公司"). According to the acting-in-concert agreement entered into by the Group and the other shareholder of Shanxi Huarun, Huarun (Coal) Group Co., Ltd. * ("Huarun (Coal) Group") ("華潤(煤業)集團有限公司"), Huarun (Coal) Group will exercise the shareholders vote in concert with the Group. Accordingly, the directors of the Company consider that the Group had control over Shanxi Huarun and included Shanxi Huarun in the consolidation scope. | ||
(d) | Lease classification | |
As disclosed in note 20, the Group has entered into several sales and lease back agreements with third party lease companies and related party lease companies. The Group assessed the terms in the agreements and considered that the Group had substantially all the risks and rewards of ownership and treated them as finance leases. |
* | The English name represents the best effort made by the management of the Group in translating its Chinese name as it does not have any official English name. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions | ||
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group's assumptions and estimates are based on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur. | ||
(a) | Property, plant and equipment and intangible assets - recoverable amount | |
In accordance with the Group's accounting policy, each asset or cash-generating unit is evaluated in every reporting period to determine whether there are any indications of impairment. If any such indication exists, an estimate of the recoverable amount is performed and an impairment loss is recognised to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash-generating unit of assets is measured at the higher of fair value less costs of disposal and value in use. | ||
Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. | ||
Value in use is also generally determined as the present value of the estimated future cash flows of those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected production and sales volumes, selling prices (considering current and historical prices, price trends and related factors) and operating costs. This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact on the recoverable amounts of the assets. In such circumstances, some or all of the carrying value of the assets may be impaired and the impairment would be charged against profit or loss. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions (Continued) | ||
(b) | Property, plant and equipment and intangible assets- estimated useful lives and residual values | |
The Group's management determines the estimated useful lives and residual values (if applicable) and consequently the related depreciation/amortisation charges for its property, plant and equipment and intangible assets. These estimates are based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions, or based on value-in-use calculations or market valuations according to the estimated periods that the Group intends to derive future economic benefits from the use of intangible assets. Management will increase the depreciation/amortisation charge where useful lives are less than previously estimated, and it will write off or write down technically obsolete or non-strategic assets that have been abandoned or sold. | ||
Actual economic lives may differ from estimated useful lives and actual residual values may differ from estimated residual values. Periodic review could result in change in depreciable lives and residual values and therefore change in depreciation/amortisation expense in future periods. | ||
(c) | Estimated impairment of trade and other receivables and inventories | |
A provision for impairment of trade and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original repayment terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered as indicators that a trade receivable is impaired. The amount of provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to trade and other receivables are discounted if the effect of discounting is material. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in profit or loss. When a trade and other receivable is uncollectible, it is written off against the allowance account for trade and other receivables. Subsequent recoveries of amounts previously written off are recognised as income in profit or loss. The impairment is subject to management's assessment at the end of the reporting period, and hence, the provision amount is subject to uncertainty. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions (Continued) | ||
(c) | Estimated impairment of trade and other receivables and inventories (Continued) | |
In accordance with the Group's accounting policy, the Group's management tests whether inventories suffered any impairment based on estimates of the net recoverable amount of the inventories. For different types of inventories, it requires the estimation on selling prices, costs of conversion, selling expenses and related tax expense to calculate the net recoverable amount of inventories. For inventories held for executed sales contracts, management estimates the net recoverable amount based on the contracted price; for other inventories, management estimates the realisable future price based on the actual prices during the period from the end of the reporting period to the date that these financial statements were approved for issue by the board of directors of the Company and takes into account the nature and balance of inventories and future estimated price trends. For raw materials and work-in-progress, management has established a model in estimating the net recoverable amount at which the inventories can be realised in the normal course of business after considering the Group's manufacturing cycles, production capacity and forecasts, estimated future conversion costs and selling prices. Management also takes into account the price or cost fluctuations and other related matters occurring after the end of the reporting period which reflect conditions that existed at the end of the reporting period. | ||
It is reasonably possible that if there is a significant change in circumstances including the Group's business and the external environment, outcomes within the next financial year would be significantly affected. | ||
(d) | Coal reserve estimates and units-of-production depreciation for coal mining rights | |
External qualified valuation professionals evaluate "economically recoverable reserves" based on the reserves estimated by external qualified exploration engineers in accordance with the PRC standards. The estimates of coal reserves are inherently imprecise and represent only the approximate amounts of the coal reserves because of the subjective judgements involved in developing such information. Economically recoverable reserve estimates are evaluated on a regular basis and have taken into account recent production and technical information about each mine. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions (Continued) | ||
(e) | Income tax | |
The Group estimates its income tax provision and deferred income taxation in accordance with the prevailing tax rules and regulations, taking into account any special approvals obtained from the relevant tax authorities and any preferential tax treatment to which it is entitled in each location or jurisdiction in which the Group operates. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, the differences will impact on the income tax and deferred income tax provisions in the period in which the determination is made. | ||
Deferred tax assets are recognised for unused tax losses and deductible temporary differences, such as provision for impairment of receivables, inventories and property, plant and equipment and accruals of expenses not yet deductible for tax purposes, to the extent that it is probable that taxable profits will be available against which the losses deductible temporary difference can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. An entity shall recognise a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, except to the extent that both of the following conditions are satisfied: |
• | the parent, investor or joint venturer is able to control the timing of the reversal of the temporary difference; and | ||
• | it is probable that the temporary difference will not reverse in the foreseeable future. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions (Continued) | ||
(e) | Income tax (Continued) | |
The Group considers it has recorded adequate current tax provision and deferred income taxes based on the prevailing tax rules and regulations and its current best estimates and assumptions. In the event that future tax rules and regulations or related circumstances change, adjustments to current and deferred income taxation may be necessary which would impact on the Group's results or financial position. | ||
(f) | Goodwill - recoverable amount | |
In accordance with the Group's accounting policy, goodwill is allocated to the Group's operating segments as it represents the lowest level within the Group at which the goodwill is monitored for internal management purposes and is tested for impairment annually by preparing a formal estimate of the recoverable amount. The recoverable amount is estimated as the value in use of the operating segment. Similar considerations to those described above in respect of assessing the recoverable amount of property, plant and equipment also apply to goodwill. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
3. | SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued) | |
Estimates and assumptions (Continued) | ||
(g) | Investment in joint ventures and associates – recoverable amount | |
In accordance with the Group's accounting policy, each investment in joint ventures and associates is evaluated in every reporting period to determine whether there are any indications of impairment. If any such indication exists, an estimate of the recoverable amount is performed and an impairment loss is recognised to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of the investment in a joint venture and an associate is measured at the higher of fair value less costs of disposal and value in use. | ||
Fair value is determined as the amount that would be obtained from the sale of the investment in an arm's length transaction between knowledgeable and willing parties. | ||
Value in use is also generally determined as the present value of the estimated future cash flows of those expected to arise from the continued use of the asset in its present form and its eventual disposal. Present values are determined using a risk-adjusted pre-tax discount rate appropriate to the risks inherent in the asset. Future cash flow estimates are based on expected production and sales volumes, commodity prices (considering current and historical prices, price trends and related factors) and operating costs. This policy requires management to make these estimates and assumptions which are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact on the recoverable amounts of the investments. In such circumstances, some or all of the carrying value of the investments may be impaired and the impairment would be charged against profit or loss. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
4. | REVENUE AND SEGMENT INFORMATION | |
(a) | Revenue | |
Revenue recognised during the year is as follows: |
2016 | 2015 | ||
(restated) | |||
Sales of goods (net of value-added tax) | 141,437,762 | 121,063,609 | |
Other revenue | 2,627,756 | 2,411,825 | |
144,065,518 | 123,475,434 |
Other revenue primarily includes revenue from the sale of scrap and other materials, the supply of heat and water and the provision of machinery processing, transportation and packaging and other services. | ||
(b) | Segment information | |
The presidents of the Company have been identified as the chief operating decision-makers. They are responsible for the review of internal reports in order to allocate resources to operating segments and assess their performance of these operating segments. | ||
The presidents monitor the business from a product perspective comprising alumina, primary aluminum and energy products which are identified as separate reportable operating segments. In addition, the Group's trading business is identified as a separate reportable operating segment. The Group's operating segments also include corporate and other operating activities. | ||
The presidents assess the performance of operating segments based on profit or loss before income tax in related periods. Unless otherwise stated below, the manner of assessment used by the presidents is consistent with that applied in these financial statements. Management has determined the operating segments based on the reports reviewed by the presidents that are used to make strategic decisions. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | ||
(b) | Segment information (Continued) | ||
The Group's five reportable operating segments are summarised as follows: | |||
• | The alumina segment, which consists of the mining and purchase 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 made to the Group's internal and external coals 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, 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 supply the products to the trading segment. | ||
• | Corporate and other operating segments, which mainly include 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 on consolidation. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Year ended 31 December 2016 | ||||||||||||||||||||||||||||
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Inter- segment eliminations | Total | ||||||||||||||||||||||
Total revenue | 29,804,805 | 34,464,194 | 4,519,806 | 114,345,851 | 504,355 | (39,573,493 | ) | 144,065,518 | ||||||||||||||||||||
Inter-segment revenue | (20,449,352 | ) | (4,981,936 | ) | (137,460 | ) | (13,906,423 | ) | (98,322 | ) | 39,573,493 | – | ||||||||||||||||
Sales of self-produced products (Note (i)) | 18,292,949 | |||||||||||||||||||||||||||
Sales of products sourced from external suppliers | 82,146,479 | |||||||||||||||||||||||||||
Revenue from external customers | 9,355,453 | 29,482,258 | 4,382,346 | 100,439,428 | 406,033 | – | 144,065,518 | |||||||||||||||||||||
Segment profit/(loss) before income tax | 944,508 | 2,183,826 | 33,408 | 809,063 | (1,993,161 | ) | (318,017 | ) | 1,659,627 | |||||||||||||||||||
Income tax expense | (404,172 | ) | ||||||||||||||||||||||||||
Profit for the year | 1,255,455 | |||||||||||||||||||||||||||
Other items | ||||||||||||||||||||||||||||
Finance income | 302,179 | 36,139 | 51,897 | 226,941 | 198,522 | – | 815,678 | |||||||||||||||||||||
Finance costs | (1,001,262 | ) | (1,226,821 | ) | (987,422 | ) | (329,454 | ) | (1,459,756 | ) | – | (5,004,715 | ) | |||||||||||||||
Share of profits and losses of joint ventures | (41,367 | ) | – | (28,312 | ) | – | (25,829 | ) | – | (95,508 | ) | |||||||||||||||||
Share of profits and losses of associates | – | 958 | 87,359 | (810 | ) | 27,584 | – | 115,091 | ||||||||||||||||||||
Amortisation of land use rights | (42,996 | ) | (27,464 | ) | (11,172 | ) | (15 | ) | (17,550 | ) | – | (99,197 | ) | |||||||||||||||
Depreciation and amortisation (excluding the amortisation of land use rights) | (2,830,464 | ) | (2,598,984 | ) | (1,298,483 | ) | (54,724 | ) | (88,095 | ) | – | (6,870,750 | ) | |||||||||||||||
Gain on disposal of property, plant and equipment and land use rights | 191,161 | 361,155 | 253,566 | 2,890 | 7,746 | – | 816,518 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Year ended 31 December 2016 | ||||||||||||||||||||||||||||
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Inter- segment eliminations | Total | ||||||||||||||||||||||
Unrealised gains on futures, forward and option contracts, net | – | 16,778 | – | 109,906 | 27,901 | – | 154,585 | |||||||||||||||||||||
Realised loss on futures, forward and option contracts, net | (1,297 | ) | (271,000 | ) | – | (457,702 | ) | (560,268 | ) | – | (1,290,267 | ) | ||||||||||||||||
Other income | 440,529 | 195,380 | 57,600 | 40,085 | 11,612 | – | 745,206 | |||||||||||||||||||||
Impairment of property, plant and equipment | (35,893 | ) | (18,239 | ) | (2,948 | ) | – | – | – | (57,080 | ) | |||||||||||||||||
Changes for impairment of inventories | 684,271 | 505,595 | 159 | 471,218 | 1,145 | – | 1,662,388 | |||||||||||||||||||||
Reversal of provision/(provision) for impairment of receivables, net | 53,144 | 198 | (836 | ) | (5,838 | ) | – | – | 46,668 | |||||||||||||||||||
Gain on disposal of associates | – | – | – | – | 128,833 | – | 128,833 | |||||||||||||||||||||
Gain on disposal and dividends of available for sale | – | – | 1,000 | – | 124,024 | – | 125,024 | |||||||||||||||||||||
Investments in associates | 69,000 | 313,244 | 2,351,845 | 146,926 | 3,045,518 | – | 5,926,533 | |||||||||||||||||||||
Investments in joint ventures | 2,631,546 | – | 1,559,966 | – | 2,048,688 | – | 6,240,200 | |||||||||||||||||||||
Capital expenditure in: | ||||||||||||||||||||||||||||
Intangible assets | 336,603 | 3 | 6,857 | 509 | 127 | – | 344,099 | |||||||||||||||||||||
Land use rights | – | 26 | 20,937 | – | – | – | 20,963 | |||||||||||||||||||||
Investment properties | 50,285 | 3,354 | – | 38,628 | – | – | 92,267 | |||||||||||||||||||||
Property, plant and equipment (Note (ii)) | 2,398,037 | 4,118,544 | 1,582,039 | 42,476 | 143,736 | – | 8,284,832 |
(i) | The sales of self-produced products include sales of self-produced alumina amounting to RMB12,795 million (2015: RMB12,699 million), sales of self-produced primary aluminum amounting RMB3,684 million (2015: RMB8,099 million), and sales of self-produced other products amounting to RMB1,814 million (2015: RMB2,497 million). |
(ii) | The additions to property, plant and equipment under sale and leaseback contracts (note 20) are not included in capital expenditure of property, plant and equipment. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Year ended 31 December 2015 (restated) | ||||||||||||||||||||||||||||
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Inter- segment eliminations | Total | ||||||||||||||||||||||
Total revenue | 33,305,027 | 36,973,230 | 4,290,915 | 94,131,114 | 302,377 | (45,527,229 | ) | 123,475,434 | ||||||||||||||||||||
Inter-segment revenue | (26,643,874 | ) | (8,861,390 | ) | (98,124 | ) | (9,908,906 | ) | (14,935 | ) | 45,527,229 | – | ||||||||||||||||
Sales of self-produced products | 23,294,776 | |||||||||||||||||||||||||||
Sales of products sourced from external suppliers | 60,927,432 | |||||||||||||||||||||||||||
Revenue from external customers | 6,661,153 | 28,111,840 | 4,192,791 | 84,222,208 | 287,442 | – | 123,475,434 | |||||||||||||||||||||
Segment profit/(loss) before income tax | 1,910,631 | (1,386,922 | ) | (74,153 | ) | (1,234,554 | ) | 733,760 | 188,104 | 136,866 | ||||||||||||||||||
Income tax benefit | 230,147 | |||||||||||||||||||||||||||
Profit for the year | 367,013 | |||||||||||||||||||||||||||
Other items | ||||||||||||||||||||||||||||
Finance income | 204,488 | 20,820 | 39,231 | 265,372 | 282,456 | – | 812,367 | |||||||||||||||||||||
Finance costs | (1,062,885 | ) | (1,347,593 | ) | (1,016,869 | ) | (562,645 | ) | (1,971,001 | ) | – | (5,960,993 | ) | |||||||||||||||
Share of profits and losses of joint ventures | – | – | 6,979 | – | 16,259 | – | 23,238 | |||||||||||||||||||||
Share of profits and losses of associates | – | (2,027 | ) | 270,963 | – | 15,595 | – | 284,531 | ||||||||||||||||||||
Amortisation of land use rights and leasehold land | (44,064 | ) | (28,989 | ) | (12,557 | ) | (15 | ) | (18,307 | ) | – | (103,932 | ) |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Year ended 31 December 2015 (restated) | ||||||||||||||||||||||||||||
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Inter- segment eliminations | Total | ||||||||||||||||||||||
Depreciation and amortisation (excluding the amortisation of land use rights and leasehold land) | (3,053,339 | ) | (2,871,447 | ) | (1,203,659 | ) | (27,526 | ) | (114,840 | ) | – | (7,270,811 | ) | |||||||||||||||
Gain/(loss) on disposal of property, plant and equipment and land use rights | 218,401 | 1,747,796 | (611 | ) | 56,120 | 296,168 | – | 2,317,874 | ||||||||||||||||||||
Other income | 299,789 | 1,369,644 | 79,611 | 12,816 | 9,167 | – | 1,771,027 | |||||||||||||||||||||
Gain on disposal of Shanxi Huaxing | 1,035,254 | – | – | – | 1,552,880 | – | 2,588,134 | |||||||||||||||||||||
Partial disposal of Jiaozuo Wanfang | – | – | – | – | 832,369 | – | 832,369 | |||||||||||||||||||||
Impairment of property, plant and equipment | – | – | (10,011 | ) | – | – | – | (10,011 | ) | |||||||||||||||||||
Change for impairment of inventories | (219,997 | ) | 55,288 | 7,417 | (459,575 | ) | – | – | (616,867 | ) | ||||||||||||||||||
Reversal of provision/(provision) for impairment of receivables, net | 5,389 | 40,603 | 64,417 | 121,741 | – | – | 232,150 | |||||||||||||||||||||
Investments in associates | 21,000 | 312,286 | 2,323,968 | 118,352 | 2,827,095 | – | 5,602,701 | |||||||||||||||||||||
Investments in joint ventures | 1,886,083 | – | 1,412,223 | – | 1,852,581 | – | 5,150,887 | |||||||||||||||||||||
Capital expenditure in: | ||||||||||||||||||||||||||||
Intangible assets | 5,167 | 872 | 27,991 | 580 | – | – | 34,610 | |||||||||||||||||||||
Land use rights and leasehold land | – | 133,686 | 5,938 | – | – | – | 139,624 | |||||||||||||||||||||
Property, plant and equipment | 5,522,592 | 1,862,662 | 2,377,708 | 16,930 | 412,632 | – | 10,192,524 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Total | |||||||||||||||||||
As at 31 December 2016 | ||||||||||||||||||||||||
Segment assets | 74,580,934 | 46,680,908 | 38,078,969 | 14,927,762 | 37,040,630 | 211,309,203 | ||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
Elimination of inter-segment receivables | (22,016,591 | ) | ||||||||||||||||||||||
Other eliminations | (746,586 | ) | ||||||||||||||||||||||
Corporate and other unallocated assets: | ||||||||||||||||||||||||
Deferred tax assets | 1,426,707 | |||||||||||||||||||||||
Prepaid income tax | 104,213 | |||||||||||||||||||||||
Total assets | 190,076,946 | |||||||||||||||||||||||
Segment liabilities | 42,319,671 | 30,023,322 | 24,927,277 | 11,298,129 | 46,596,662 | 155,165,061 | ||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
Elimination of inter-segment payables | (22,016,591 | ) | ||||||||||||||||||||||
Corporate and other unallocated liabilities: | ||||||||||||||||||||||||
Deferred tax liabilities | 984,304 | |||||||||||||||||||||||
Income tax payable | 356,683 | |||||||||||||||||||||||
Total liabilities | 134,489,457 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
Alumina | Primary aluminum | Energy | Trading | Corporate and other operating segments | Total | |||||||||||||||||||
As at 31 December 2015 (restated) | ||||||||||||||||||||||||
Segment assets | 70,208,510 | 46,330,865 | 37,020,858 | 19,158,171 | 37,084,436 | 209,802,840 | ||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
Elimination of inter-segment receivables | (19,165,179 | ) | ||||||||||||||||||||||
Other eliminations | (181,438 | ) | ||||||||||||||||||||||
Corporate and other unallocated assets: | ||||||||||||||||||||||||
Deferred tax assets | 1,362,995 | |||||||||||||||||||||||
Prepaid income tax | 239,186 | |||||||||||||||||||||||
Total assets | 192,058,404 | |||||||||||||||||||||||
Segment liabilities | 43,753,634 | 31,480,143 | 25,051,030 | 14,047,128 | 43,948,611 | 158,280,546 | ||||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
Elimination of inter-segment payables | (19,165,179 | ) | ||||||||||||||||||||||
Corporate and other unallocated liabilities: | ||||||||||||||||||||||||
Deferred tax liabilities | 1,006,155 | |||||||||||||||||||||||
Income tax payable | 43,356 | |||||||||||||||||||||||
Total liabilities | 140,164,878 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
4. | REVENUE AND SEGMENT INFORMATION (Continued) | |
(b) | Segment information (Continued) |
2016 | 2015 | ||||||
(restated | ) | ||||||
Segment revenue from external customers | |||||||
– Mainland China | 141,229,725 | 121,229,145 | |||||
– Outside Mainland China | 2,835,793 | 2,246,289 | |||||
144,065,518 | 123,475,434 |
2016 | 2015 | ||||||
(restated | ) | ||||||
Non-current assets (excluding financial assets and deferred tax assets) | |||||||
– Mainland China | 120,322,696 | 119,685,796 | |||||
– Outside Mainland China | 370,561 | 359,308 | |||||
120,693,257 | 120,045,104 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
5. | INTANGIBLE ASSETS |
Mining | Mineral | Computer | ||||||||||||||
rights | exploration | software | ||||||||||||||
Goodwill | and others | rights | and others | Total | ||||||||||||
Year ended 31 December 2016 | ||||||||||||||||
Opening net carrying amount | 2,345,837 | 6,771,023 | 1,143,482 | 178,673 | 10,439,015 | |||||||||||
Additions (Note) | — | 341,687 | 1,190 | 1,222 | 344,099 | |||||||||||
Disposals | — | — | — | (6,827 | ) | (6,827 | ) | |||||||||
Amortisation | — | (211,325 | ) | — | (32,446 | ) | (243,771 | ) | ||||||||
Transfer from property, plant and equipment (note 6) | — | 42,165 | 10,408 | 143 | 52,716 | |||||||||||
Reclassification | — | 36,686 | (36,686 | ) | — | — | ||||||||||
Currency translation differences | 1,016 | 9,351 | 13,192 | — | 23,559 | |||||||||||
Closing net carrying amount | 2,346,853 | 6,989,587 | 1,131,586 | 140,765 | 10,608,791 | |||||||||||
As at 31 December 2016 | ||||||||||||||||
Cost | 2,346,853 | 8,231,287 | 1,131,586 | 399,631 | 12,109,357 | |||||||||||
Accumulated amortisation and impairment | — | (1,241,700 | ) | — | (258,866 | ) | (1,500,566 | ) | ||||||||
Net carrying amount | 2,346,853 | 6,989,587 | 1,131,586 | 140,765 | 10,608,791 |
Note: | On 28 June 2016, the Company entered into an agreement with Chinalco to obtain the profit sharing right of "Maochang" mine at a cash consideration of RMB349.95 million, which will be payable by instalment. After considering the present value of the cash consideration and related transaction costs, the acquisition cost of profit sharing right amounted to RMB335.41 million. Details of the transaction are disclosed in note 35(a)(xviii). |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
5. | INTANGIBLE ASSETS (Continued) |
Goodwill | Mining rights | Mineral exploration Rights | Computer software and others | Total | ||||||||||||
Year ended 31 December 2015 | ||||||||||||||||
Opening net carrying amount | 2,345,057 | 7,121,134 | 1,312,222 | 201,685 | 10,980,098 | |||||||||||
Additions | — | 32,309 | 716 | 1,585 | 34,610 | |||||||||||
Transfer from property, plant and equipment | — | 23,009 | 6,559 | 7,433 | 37,001 | |||||||||||
Reclassified to operating lease prepayments | — | (3,767 | ) | — | — | (3,767 | ) | |||||||||
Disposal of subsidiaries | — | (183,267 | ) | (186,114 | ) | — | (369,381 | ) | ||||||||
Amortisation | — | (223,068 | ) | — | (32,030 | ) | (255,098 | ) | ||||||||
Currency translation differences | 780 | 4,673 | 10,099 | — | 15,552 | |||||||||||
Closing net carrying amount | 2,345,837 | 6,771,023 | 1,143,482 | 178,673 | 10,439,015 | |||||||||||
As at 31 December 2015 | ||||||||||||||||
Cost | 2,345,837 | 7,799,213 | 1,143,482 | 405,093 | 11,693,625 | |||||||||||
Accumulated amortisation and impairment | — | (1,028,190 | ) | — | (226,420 | ) | (1,254,610 | ) | ||||||||
Net carrying amount | 2,345,837 | 6,771,023 | 1,143,482 | 178,673 | 10,439,015 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
5. | INTANGIBLE ASSETS (Continued) |
For the year ended 31 December 2016, the amortisation expenses of intangible assets recognised in profit or loss were analysed as follows: |
2016 | 2015 | ||||||
Cost of sales | 211,325 | 223,068 | |||||
General and administrative expenses | 32,446 | 32,030 | |||||
243,771 | 255,098 |
As at 31 December 2016, the Group has pledged intangible assets with a net carrying value amounting to RMB1,114 million (31 December 2015: RMB1,241 million) for bank and other borrowings as set out in note 24 to the financial statements. | |
As at 31 December 2016, the Group was in the process of applying for the certificates of mining rights with a carrying value amounting to RMB1,577 million (31 December 2015: RMB1,582 million). There have been no litigations, claims or assessments against the Group for compensation with respect to the use of these rights to date. As at 31 December 2016, the carrying value of these rights only represented approximately 1% of the total asset value of the Group (31 December 2015: 1%). Management considers 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 mining rights, and that there is no material adverse impact on the overall financial position of the Group. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
5. | INTANGIBLE ASSETS (Continued) |
Impairment tests of goodwill | |
The lowest level within the Group at which goodwill is monitored for internal management purposes is the operating segment level. Therefore, goodwill is allocated to the Group's cash generating units ("CGUs") and groups of CGUs according to operating segments. A summary of goodwill allocated to each segment is presented below: |
31 December 2016 | 31 December 2015 | ||||||||||||
Alumina | Primary aluminum | Alumina | Primary aluminum | ||||||||||
Qinghai Branch | — | 217,267 | — | 217,267 | |||||||||
Guangxi Branch | 189,419 | — | 189,419 | — | |||||||||
Lanzhou Branch | — | 1,924,259 | — | 1,924,259 | |||||||||
PT. Nusapati Prima ("PTNP") | 15,908 | — | 14,892 | — | |||||||||
205,327 | 2,141,526 | 204,311 | 2,141,526 |
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rate of 2% (2015: 2%) not exceeding the long-term average growth rate for the businesses in which the CGU operates. Other key assumptions applied in the impairment tests include the expected product price, demand for the products, product costs and related expenses. Management determined these key assumptions based on past performance and their expectations on market development. Furthermore, the Group adopts a pre-tax rate of 12.62% (2015: 12.62%) that reflects specific risks related to CGUs and groups of CGUs as the discount rate. The assumptions above are used in analysing the recoverable amounts of CGUs and groups of CGUs within operating segments. | |
The directors of the Company are of the view that, based on their assessment, there was no impairment of goodwill as at 31 December 2016 (31 December 2015: no impairment). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
6. | PROPERTY, PLANT AND EQUIPMENT |
Buildings | Machinery | Transportation facilities | Office and other equipment | Construction In progress | Total | ||||||||||||||
Year ended 31 December 2016 | |||||||||||||||||||
Opening net carrying amount | 26,930,803 | 51,074,687 | 816,808 | 122,136 | 12,681,994 | 91,626,428 | |||||||||||||
Currency translation differences | 239 | 258 | 159 | 39 | — | 695 | |||||||||||||
Reclassifications and internal transfers | 3,046,637 | 1,407,017 | 18,750 | 4,485 | (4,476,889 | ) | — | ||||||||||||
Transfer to intangible assets (note 5) | — | — | — | — | (52,716 | ) | (52,716 | ) | |||||||||||
Transfer to land use rights (note 8) | — | — | — | — | (156,752 | ) | (156,752 | ) | |||||||||||
Additions | 3,160 | 48,526 | 17,335 | 7,261 | 8,208,550 | 8,284,832 | |||||||||||||
Additions from sales and leaseback | — | 1,360,036 | — | — | 200,000 | 1,560,036 | |||||||||||||
Disposals | (761,184 | ) | (1,647,356 | ) | (25,420 | ) | (3,238 | ) | — | (2,437,198 | ) | ||||||||
Disposals for sales and leaseback | — | (1,451,190 | ) | — | — | (230,608 | ) | (1,681,798 | ) | ||||||||||
Depreciation | (1,483,927 | ) | (4,867,134 | ) | (175,671 | ) | (34,063 | ) | — | (6,560,795 | ) | ||||||||
Impairment loss | (28,670 | ) | (28,326 | ) | (59 | ) | (25 | ) | — | (57,080 | ) | ||||||||
Closing net carrying amount | 27,707,058 | 45,896,518 | 651,902 | 96,595 | 16,173,579 | 90,525,652 | |||||||||||||
As at 31 December 2016 | |||||||||||||||||||
Cost | 43,006,715 | 90,379,769 | 2,932,735 | 519,269 | 16,770,045 | 153,608,533 | |||||||||||||
Accumulated depreciation and impairment | (15,299,657 | ) | (44,483,251 | ) | (2,280,833 | ) | (422,674 | ) | (596,466 | ) | (63,082,881 | ) | |||||||
Net carrying amount | 27,707,058 | 45,896,518 | 651,902 | 96,595 | 16,173,579 | 90,525,652 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
6. | PROPERTY, PLANT AND EQUIPMENT (Continued) |
(Restated) | Buildings | Machinery | Transportation facilities | Office and other equipment | Construction In progress | Total | |||||||||||||
Year ended 31 December 2015 | |||||||||||||||||||
Opening net carrying amount | 28,840,164 | 54,234,316 | 929,775 | 145,477 | 11,109,413 | 95,259,145 | |||||||||||||
Currency translation differences | 319 | 209 | 143 | 31 | — | 702 | |||||||||||||
Reclassifications and internal transfers | 2,585,549 | 4,334,648 | 108,344 | 18,414 | (7,046,955 | ) | — | ||||||||||||
Transfer to intangible assets | — | — | — | — | (37,001 | ) | (37,001 | ) | |||||||||||
Transfer to land use rights | — | — | — | — | (5,284 | ) | (5,284 | ) | |||||||||||
Additions | 238,641 | 99,272 | 16,403 | 3,802 | 9,834,406 | 10,192,524 | |||||||||||||
Additions from sales and leaseback | — | 4,855,220 | — | — | 887,814 | 5,743,034 | |||||||||||||
Transfer to an associate as capital injection | (162,514 | ) | (10,209 | ) | — | (1,898 | ) | — | (174,621 | ) | |||||||||
Transfer to assets of a disposal group classified as held for sale | (40,661 | ) | (25,840 | ) | (112 | ) | (2 | ) | — | (66,615 | ) | ||||||||
Disposal of subsidiaries | (2,472,604 | ) | (1,464,038 | ) | (7,032 | ) | (1,288 | ) | (937,381 | ) | (4,882,343 | ) | |||||||
Disposals | (473,511 | ) | (104,761 | ) | (5,740 | ) | (838 | ) | (157,838 | ) | (742,688 | ) | |||||||
Disposals for sales and leaseback | — | (5,753,513 | ) | — | — | (965,180 | ) | (6,718,693 | ) | ||||||||||
Depreciation | (1,584,580 | ) | (5,080,606 | ) | (224,973 | ) | (41,562 | ) | — | (6,931,721 | ) | ||||||||
Impairment loss | — | (10,011 | ) | — | — | — | (10,011 | ) | |||||||||||
Closing net carrying amount | 26,930,803 | 51,074,687 | 816,808 | 122,136 | 12,681,994 | 91,626,428 | |||||||||||||
As at 31 December 2015 | |||||||||||||||||||
Cost | 41,672,620 | 96,836,393 | 3,036,729 | 534,571 | 13,278,458 | 155,358,771 | |||||||||||||
Accumulated depreciation and impairment | (14,741,817 | ) | (45,761,706 | ) | (2,219,921 | ) | (412,435 | ) | (596,464 | ) | (63,732,343 | ) | |||||||
Net carrying amount | 26,930,803 | 51,074,687 | 816,808 | 122,136 | 12,681,994 | 91,626,428 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
6. | PROPERTY, PLANT AND EQUIPMENT (Continued) |
For the year ended 31 December 2016, depreciation expenses recognised in profit or loss are analysed as follows: |
2016 | 2015 | ||||||
(restated | ) | ||||||
Cost of sales | 6,371,154 | 6,736,466 | |||||
General and administrative expenses | 180,111 | 172,524 | |||||
Selling and distribution expenses | 9,530 | 22,731 | |||||
6,560,795 | 6,931,721 |
As at 31 December 2016, the Group was in the process of applying for the ownership certificates of buildings with a net carrying value of RMB6,759 million (31 December 2015: RMB5,105 million). There has been no litigations, claims or assessments against the Group for compensation with respect to the use of these buildings as at the date of approval of these financial statements. As at 31 December 2016, the carrying value of these buildings only represented approximately 3.56% of the Group's total asset value (31 December 2015: 3%). Management considers 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 31 December 2016, interest expenses of RMB414 million (2015: RMB522 million (restated)) arising from borrowings attributable to the construction of property, plant and equipment during the year were capitalised at an annual rate ranging from 3.85% to 6.00% (2015: 4.90% to 6.55%) (note 28), and were included in additions to property, plant and equipment. | |
As at 31 December 2016, the Group has pledged property, plant and equipment at a net carrying value amounting to RMB6,456 million (31 December 2015: RMB6,103 million) for bank and other borrowings as set out in note 24 to the financial statements. | |
As at 31 December 2016, the carrying value of temporarily idle property, plant and equipment of the Group was RMB2,756 million (31 December 2015: RMB6,257 million). |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
6. | PROPERTY, PLANT AND EQUIPMENT (Continued) |
The net carrying amounts of the Group's fixed assets held under finance leases included in the total amounts of the machinery and construction in progress at 31 December 2016 were RMB7,200 million (2015: RMB6,154 million (restated)) and RMB194 million (2015: RMB888 million), respectively. The accumulated depreciation of the Group's fixed assets held under finance lease amounted to RMB1,703 million (2015: RMB495 million (restated)). | |
Impairment tests for property, plant and equipment | |
When any indicators of impairment are identified, property, plant and equipment are reviewed for impairment based on each CGU. The CGU is an individual plant or entity. The carrying values of these individual plants or entities were compared to the recoverable amounts of the CGUs, which were based predominantly on value-in-use. Value-in-use calculations use pre-tax cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the same cash flow projections of the fifth year. Other key assumptions applied in the impairment tests include the expected product price, demand for the products, product cost and related expenses. Management determined these key assumptions based on past performance and their expectations on market development. Further, the Group adopts a pre-tax rate of 10.16% (2015: 10.16%) that reflects specific risks related to the CGUs as discount rates. The assumptions above are used in analysing the recoverable amounts of the CGUs within operating segments. | |
For the CGUs with indicators of impairment identified, the assets were not further impaired during the current year based on the impairment tests (2015: nil). | |
In addition to the CGUs for which the impairment was tested based on value-in-use, the Group also assessed the recoverable amounts for the property, plant and equipment about to be disposed or abandoned, and impairment losses of RMB57 million were provided during year ended 31 December 2016 (2015: RMB10 million). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
7. | INVESTMENT PROPERTIES |
Buildings | Land use right | Total | ||||||||
(Note (i)) | (Note (ii)) | |||||||||
Year ended 31 December 2016 | ||||||||||
Opening net carrying amount | — | — | — | |||||||
Addition | 88,913 | 966,625 | 1,055,538 | |||||||
Transfer from land use right (note 8) | — | 190,761 | 190,761 | |||||||
Depreciation | — | (1,266 | ) | (1,266 | ) | |||||
Closing net carrying amount | 88,913 | 1,156,120 | 1,245,033 | |||||||
As at 31 December 2016 | ||||||||||
Cost | 88,913 | 1,181,942 | 1,270,855 | |||||||
Accumulated depreciation and impairment | — | (25,822 | ) | (25,822 | ) | |||||
Net carrying amount | 88,913 | 1,156,120 | 1,245,033 |
i. | Qingdao Boxin Aluminum Co., Ltd.* (青島博信鋁業有限公司) transferred its investment properties to Chalco Shandong to offset the receivables amounting to RMB50 million, which was included in the addition of buildings in the investment properties. |
ii. | In December 2016, the directors of the Company approved to use the land use right of Gansu Hualu, a subsidiary of the Company, for commercial development in the future. Accordingly, the Group accounted for the land use right as investment property and adopted the cost model for its subsequent measurement. As at 31 December 2016, the net carrying amount of the land use right was RMB1,156 million and the accumulated depreciation amounted to RMB26 million. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
8. | LAND USE RIGHTS |
Details of land use rights are as follows: |
31 December 2016 | 31 December 2015 | ||||||
(Restated | ) | ||||||
Operating leases: | |||||||
In the mainland of China, held on: | |||||||
Leases less than 10 years | 121,047 | 142,429 | |||||
Leases between 10 and 50 years | 3,069,012 | 3,094,249 | |||||
Leases over 50 years | 135,227 | 213,677 | |||||
3,325,286 | 3,450,355 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
8. | LAND USE RIGHTS (Continued) |
Operating lease prepayments |
2016 | 2015 | ||||||
(restated | ) | ||||||
As at 1 January | 3,450,355 | 3,944,607 | |||||
Additions | 20,963 | 139,624 | |||||
Reclassification | — | 3,767 | |||||
Transfer from property, plant and equipment (note 6) | 156,752 | 5,284 | |||||
Disposal | (12,826 | ) | (135,248 | ) | |||
Disposal of subsidiaries | — | (365,625 | ) | ||||
Transfer to investment properties (note 7) | (190,761 | ) | — | ||||
Capital injection in an associate | — | (40,788 | ) | ||||
Amortisation | (99,197 | ) | (101,266 | ) | |||
As at 31 December | 3,325,286 | 3,450,355 |
As at 31 December 2016, the Group was in the process of applying for the certificates of land use rights with a carrying amount of RMB447 million (31 December 2015: RMB384 million). There has been no litigations, claims or assessments against the Group for compensation with respect to the use of land parcels to date. As at 31 December 2016, the carrying value of these land parcels only represented approximately 0.2% of the total asset value of the Group (31 December 2015: 0.2%). Management considers 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 right to use the above land, and that there is no material adverse impact on the overall financial position of the Group. | |
For the year ended 31 December 2016, the amortisation expenses of land use rights were recognised in "general and administrative expenses" in profit or loss amounting to RMB99 million (31 December 2015: RMB104 million (restated)). | |
As at 31 December 2016, the Group has pledged land use rights at a net carrying value amounting to RMB254 million (31 December 2015: RMB258 million) for bank and other borrowings as set out in note 24 to the financial statements. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
9. | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES | |
(a) | Investments in joint ventures | |
Movements in investments in joint ventures are as follows: |
2016 | 2015 | ||||||
As at 1 January | 5,150,887 | 2,525,747 | |||||
Capital injections | 1,224,912 | 238,000 | |||||
Transferred from subsidiary due to partial disposal of Shanxi Huaxing | — | 2,351,479 | |||||
Share of profits and losses for the year | (95,508 | ) | 23,238 | ||||
Share of change in reserves | 8,373 | 12,423 | |||||
Cash dividends declared | (48,464 | ) | — | ||||
As at 31 December | 6,240,200 | 5,150,887 |
As at 31 December 2016, all joint ventures of the Group were unlisted. | |
The following table illustrates the aggregate financial information of the Group's joint ventures that are not individually material: |
2016 | 2015 | ||||||
Share of the joint ventures' profits and losses for the year | (95,508 | ) | 23,238 | ||||
Share of the joint ventures' total comprehensive (loss)/income | (95,508 | ) | 23,238 | ||||
Aggregate carrying amount of the Group's investments in joint ventures | 6,240,200 | 5,150,887 |
As at 31 December 2016, the proportionate interests of the Group in the joint ventures' capital commitments amounted to RMB2,621 million (31 December 2015: RMB11 million). | |
There were no material contingent liabilities relating to the Group's interests in the joint ventures and the joint ventures themselves. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
9. | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (Continued) | |
(b) | Investments in associates | |
Movements in investments in associates are as follows: |
2016 | 2015 | ||||||
As at 1 January | 5,602,701 | 4,840,968 | |||||
Capital injections | 511,151 | 2,087,180 | |||||
Partial disposal of Jiaozuo Wanfang | — | (1,039,573 | ) | ||||
Reclassification of investment in an associate to available-for-sale financial investments | (176,774 | ) | — | ||||
Share of profits and losses for the year | 115,091 | 284,531 | |||||
Cash dividends declared | (65,603 | ) | (384,357 | ) | |||
Share of change in reserves | 596 | (545 | ) | ||||
Other comprehensive income | — | 4,658 | |||||
Reclassified as held for sale | — | (78,838 | ) | ||||
Other decrease of investment in an associate | (60,629 | ) | (111,323 | ) | |||
As at 31 December | 5,926,533 | 5,602,701 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
9. | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED) |
(b) | Investments in associates (Continued) | |
As at 31 December 2016, all associates of the Group were unlisted. | ||
As at 31 December 2016, particulars of the Group's material associate are as follows: |
Effective equity interest held | |||||||||||||
Name | Place of establishment and operation | Registered and paid-in capital | Principal activities | Ownership interest | Voting power | Profit sharing | |||||||
Ling Wu Power | PRC/Mainland of China | Registered capital 1,300,000 Paid-in capital 2,050,239 | Thermal power generation | 35% | 35% | 35% |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
9. | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED) |
(b) | Investments in associates (Continued) | |
The following table illustrates the summarised financial information in respect of Ling Wu Power: |
2016 | 2015 | ||||||
Cash and cash equivalents | 26,191 | 73,001 | |||||
Other current assets | 705,994 | 1,278,209 | |||||
Current assets | 732,185 | 1,351,210 | |||||
Non-current assets | 8,781,399 | 9,669,618 | |||||
Financial liabilities | 1,521,912 | 2,359,825 | |||||
Other current liabilities | 6,011 | 10,556 | |||||
Current liabilities | 1,527,923 | 2,370,381 | |||||
Non-current liabilities | 4,126,278 | 5,043,634 | |||||
Net assets | 3,859,383 | 3,606,813 | |||||
Non-controlling interests | — | — | |||||
Reconciliation to the Group's interest in the associate: | |||||||
Proportion of the Group's ownership | 35% | 35% | |||||
Group's share of net assets of the associate | 1,350,784 | 1,262,385 | |||||
Carrying amount of the investment | 1,350,784 | 1,262,385 | |||||
Revenue | 3,297,397 | 4,319,345 | |||||
Gross profit | 524,930 | 1,190,966 | |||||
Interest income | 1,320 | 2,140 | |||||
Depreciation and amortisation | 608,345 | 610,910 | |||||
Interest expenses | 251,838 | 312,128 | |||||
Profit before income tax | 327,481 | 629,564 | |||||
Income tax | 74,911 | 75,404 | |||||
Profit and total comprehensive income for the year | 252,570 | 554,160 | �� | ||||
Other comprehensive income | — | — | |||||
Dividend received | — | 289,605 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
9. | INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED) |
(b) | Investments in associates (Continued) | |
The following table illustrates the aggregate financial information of the Group's associates that are not individually material: |
2016 | 2015 | ||||||
Share of the associates' profits and losses | 26,692 | 90,575 | |||||
Share of the associates' other comprehensive income | — | 4,658 | |||||
Share of the associates' total comprehensive income | 26,692 | 95,233 | |||||
Aggregate carrying amount of the Group's investments in the associates | 4,575,749 | 4,340,316 |
As at 31 December 2016, there were no proportionate interests of the Group in the associates' capital commitments (31 December 2015: RMB2 million). | |
There were no material contingent liabilities relating to the Group's interests in the associates and the associates themselves. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
10. | AVAILABLE-FOR-SALE FINANCIAL INVESTMENTS |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
Current portion | |||||||
Stated at fair value | |||||||
Short-term investments, at fair value | — | 224,820 | |||||
Non current portion | |||||||
Stated at fair value | |||||||
Listed equity investments | 93,893 | 59,940 | |||||
Stated at cost | |||||||
Unlisted equity investments | 73,211 | 73,211 | |||||
Less: provision for impairment | (2,711 | ) | (2,711 | ) | |||
70,500 | 70,500 | ||||||
164,393 | 130,440 |
The gross gain in respect of the Group's available-for-sale investments recognised in other comprehensive income amounted to RMB104 million (2015: RMB58 million). | |
During the year ended 31 December 2016, due to the disposal of available-for-sale investments, gains in fair value changes amounting to RMB103 million (2015: Nil) recognised in other comprehensive income were transferred to profit or loss. |
Notes to Financial Statements | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
11. | DEFERRED TAX |
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred taxes relate to the same tax authority. | |
The movements in deferred tax assets and liabilities during the year ended 31 December 2016 without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows: | |
Movements in deferred tax assets: |
Provision for impairment | Accrued expenses | Tax losses | Unrealised profit at consolidation | Others | Total | ||||||||||||||
As at 1 January 2015 | 1,052,282 | 357,601 | 708,674 | 138,030 | 146,507 | 2,403,094 | |||||||||||||
Write-off of deferred tax assets previously recognised | — | (3,057 | ) | — | — | — | (3,057 | ) | |||||||||||
(Charged)/credited to profit or loss | (62,759 | ) | (139,047 | ) | 94,466 | (36,571 | ) | 73,588 | (70,323 | ) | |||||||||
Other changes | — | — | — | — | (51,167 | ) | (51,167 | ) | |||||||||||
As at 31 December 2015 | 989,523 | 215,497 | 803,140 | 101,459 | 168,928 | 2,278,547 | |||||||||||||
As at 1 January 2016 | 989,523 | 215,497 | 803,140 | 101,459 | 168,928 | 2,278,547 | |||||||||||||
(Charged)/credited to profit or loss | (436,751 | ) | (7,846 | ) | (166,943 | ) | 67,654 | (48,119 | ) | (592,005 | ) | ||||||||
As at 31 December 2016 | 552,772 | 207,651 | 636,197 | 169,113 | 120,809 | 1,686,542 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
11. | DEFERRED TAX (CONTINUED) |
Movements in deferred tax liabilities: |
Interest capitalisation | Fair value changes of financial assets | Depreciation and amortisation | Unrealised losses of consolidation | Assets of rehabilitation obligation | Fair value adjustments arising from acquisition of subsidiaries | Investment in a subsidiary | Investment in an associate | Total | ||||||||||||||||||||
As at 1 January 2015 | 79,011 | 29,589 | 7,321 | — | 14,853 | 1,060,123 | 1,086,686 | 234,719 | 2,512,302 | |||||||||||||||||||
Exchange realignment | — | — | — | — | — | 1,836 | — | — | 1,836 | |||||||||||||||||||
Disposal of subsidiaries | — | — | — | — | — | (36,389 | ) | — | — | (36,389 | ) | |||||||||||||||||
(Credited)/charged to profit or loss | (8,002 | ) | (28,678 | ) | 333 | 4,889 | (14,853 | ) | (24,903 | ) | (286,046 | ) | (198,782 | ) | (556,042 | ) | ||||||||||||
71,009 | 911 | 7,654 | 4,889 | — | 1,000,667 | 800,640 | 35,937 | 1,921,707 | ||||||||||||||||||||
As at 1 January 2016 | 71,009 | 911 | 7,654 | 4,889 | — | 1,000,667 | 800,640 | 35,937 | 1,921,707 | |||||||||||||||||||
Exchange realignment | — | — | — | — | — | 210 | — | — | 210 | |||||||||||||||||||
Charged to other comprehensive income | — | 13,288 | — | — | — | — | — | — | 13,288 | |||||||||||||||||||
(Credited)/charged to profit or loss | (9,843 | ) | 726 | (180 | ) | (4,889 | ) | — | (23,535 | ) | (617,408 | ) | (35,937 | ) | (691,066 | ) | ||||||||||||
61,166 | 14,925 | 7,474 | — | — | 977,342 | 183,232 | — | 1,244,139 |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
Net deferred tax assets | 1,426,707 | 1,362,995 | |||||
Net deferred tax liabilities | 984,304 | 1,006,155 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
11. | DEFERRED TAX (CONTINUED) |
As at 31 December 2016, the Group has not recognised deferred tax liabilities for taxable temporary differences associated with the investment in a joint venture established in China, which is caused by the undistributed retained earnings and the appreciation value due to loss of control by partial disposal in 2015. The directors of the Company consider that the taxable temporary difference relating to this joint venture will be reversed mainly through future profit distributions or future disposal. Considering the joint venture is established in China, and the profit distribution is non-taxable according to China tax law, there will be no tax consequences from the profit distribution. Furthermore, the Group has no plan to dispose of the equity investment in this joint venture in the foreseeable future, and the Group can control the disposal. Therefore, as at 31 December 2016, the Group did not recognise deferred tax liability relating to the taxable temporary difference associated with investment in this joint venture amounting to RMB1,393 million (31 December 2015: RMB1,407 million). | |
As at 31 December 2016, the Group has not recognised deferred tax assets of RMB5,489 million (31 December 2015: RMB5,582 million) in respect of accumulated tax losses amounting to RMB21,957 million (31 December 2015: RMB22,328 million) arising in Mainland China that can be carried forward for offsetting against future taxable income, and deferred tax assets of RMB1,915 million (31 December 2015: RMB2,057 million) in respect of deductible temporary differences amounting to RMB7,660 million (31 December 2015: RMB8,227 million) as it was considered not probable that those assets would be realised. The above tax losses will expire in one to five years if not utilised. | |
As at 31 December 2016, the expiry profile of these unprovided tax losses was analysed as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
Expiring in | |||||||
2016 | — | 63,812 | |||||
2017 | 4,473,661 | 3,812,061 | |||||
2018 | 7,880,303 | 8,463,049 | |||||
2019 | 7,686,919 | 8,299,794 | |||||
2020 | 880,805 | 1,688,920 | |||||
2021 | 1,035,068 | N/A | |||||
21,956,756 | 22,327,636 |
As at 31 December 2016, deferred tax assets amounting to RMB1,427 million (31 December 2015: RMB1,363 million) were recognised for tax losses and deductible temporary differences carried forward to the extent that the realisation of the related tax benefit is probable. The recognition of these deferred tax assets is supported by forecast of future taxable profits available to the Group. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
12. | OTHER NON-CURRENT ASSETS |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Financial assets | |||||||
– Receivables from disposal of business | — | 4,252,776 | |||||
– Receivables from disposal of Guizhou Branch's aluminum plant and properties | 1,060,682 | 1,203,239 | |||||
– Other long-term receivables | 305,677 | 601,446 | |||||
1,366,359 | 6,057,461 | ||||||
Advances and deposits paid to suppliers | — | 1,153,948 | |||||
Prepayment for mining rights | 769,108 | 773,113 | |||||
Long-term prepaid expenses | 389,076 | 313,000 | |||||
Deferred losses for sale and leaseback transactions (Note) | 1,172,671 | 1,132,492 | |||||
Others | 490,907 | 403,165 | |||||
2,821,762 | 3,775,718 | ||||||
4,188,121 | 9,833,179 |
Note: | As disclosed in note 20, the Group entered into several sale and leaseback agreements which constitute finance leases during the year. The deferred losses resulted from the sale are classified as other non-current assets and were amortised over the useful lives of the assets leased back. |
As at 31 December 2016, all amounts were denominated in RMB (31 December 2015, except for an amount included in receivables from disposal of business amounting to RMB2,684 million, an amount included in advances and deposits paid to suppliers amounting to RMB1,115 million which were denominated in USD, all amounts in other non-current assets were denominated in RMB). | |
As at 31 December 2016, except for a loan to Shanxi Huaxing (31 December 2015: except for receivables from disposal of business, a prepayment paid to a supplier and a loan to Shanxi Huaxing) which was interest-bearing asset, all amounts in other non-current assets were non-interest-bearing (31 December 2015: all non-interest-bearing). |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
13. | INVENTORIES |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Raw materials | 8,831,135 | 8,753,234 | |||||
Work-in-progress | 5,830,145 | 5,803,824 | |||||
Finished goods | 3,089,498 | 7,274,796 | |||||
Spare parts | 818,545 | 837,743 | |||||
Packaging materials and others | 42,359 | 41,799 | |||||
18,611,682 | 22,711,396 | ||||||
Less: provision for impairment of inventories | (707,696 | ) | (2,370,084 | ) | |||
17,903,986 | 20,341,312 |
Movements in the provision for impairment of inventories are as follows: |
2016 | 2015 | ||||||
As at 1 January | 2,370,084 | 2,044,297 | |||||
Provision for impairment of inventories | 122,047 | 1,997,719 | |||||
Reversal arising from increase in net realisable value | (69,395 | ) | (228,673 | ) | |||
Reversal upon sales of inventories | (1,715,040 | ) | (1,152,179 | ) | |||
Disposal of subsidiaries | — | (270,741 | ) | ||||
Transfer to assets of a disposal group classified as held for sale | — | (20,339 | ) | ||||
As at 31 December | 707,696 | 2,370,084 |
As at 31 December 2016 and 31 December 2015, the Group had no pledged inventories for bank and other borrowings. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
14. | TRADE AND NOTES RECEIVABLES |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Trade receivables | 4,626,725 | 4,387,011 | |||||
Less: provision for impairment | (462,571 | ) | (510,336 | ) | |||
4,164,154 | 3,876,675 | ||||||
Notes receivable | 3,163,027 | 1,266,811 | |||||
7,327,181 | 5,143,486 |
As at 31 December 2016, except for trade and notes receivables of the Group amounting to RMB458 million and RMB5 million which were denominated in USD and EUR (31 December 2015: RMB646 denominated in USD), all trade and notes receivables were denominated in RMB (31 December 2015: all in RMB). | |
Trade receivables are non-interest-bearing and are generally on terms of 3 to 12 months. Certain of the Group's sales were on advance payments or documents against payment. In some cases, these terms are extended for qualifying long term customers that have met specific credit requirements. As at 31 December 2016, the ageing analysis of trade and notes receivables was as follows: |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Within 1 year | 5,765,323 | 3,874,305 | |||||
Between 1 and 2 years | 557,602 | 591,321 | |||||
Between 2 and 3 years | 533,227 | 402,911 | |||||
Over 3 years | 933,600 | 785,285 | |||||
7,789,752 | 5,653,822 | ||||||
Less: provision for impairment | (462,571 | ) | (510,336 | ) | |||
7,327,181 | 5,143,486 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
14. | TRADE AND NOTES RECEIVABLES (CONTINUED) |
The credit quality of trade and notes receivables that are neither past due nor impaired is assessed by reference to the counterparties' default history. As at 31 December 2016, there was no history of default of these customers. | |
As at 31 December 2016, the ageing analysis of past due but not impaired trade and notes receivables was as follows: |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Past due for 1 year | 523,333 | 569,269 | |||||
Past due for 1 to 2 years | 505,774 | 127,581 | |||||
Past due for over 2 years | 412,028 | 429,538 | |||||
1,441,135 | 1,126,388 | ||||||
Not past due | 5,688,153 | 3,872,957 | |||||
7,129,288 | 4,999,345 |
The balances of trade and notes receivables that were past due but not impaired relate to a number of individual customers for whom there was no recent history of default. Based on past experience, the directors of the Company are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered recoverable within 12 months as at 31 December 2016. | |
Included in the Group's trade receivables are amounts due from the Group's joint ventures of RMB38 million (31 December 2015: RMB28 million), which are repayable on credit terms similar to those offered to the major customers of the Group. | |
As at 31 December 2016, the Group had pledged trade receivables amounting to RMB36 million (31 December 2015: RMB360 million) and notes receivable amounting to RMB34 million (31 December 2015: RMB27 million) for bank and other borrowings as set out in note 24 to the financial statements. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
14. | TRADE AND NOTES RECEIVABLES (CONTINUED) |
As at 31 December 2016, trade and notes receivables of RMB660 million (31 December 2015: RMB654 million) of the Group were impaired and provisions of RMB463 million (31 December 2015: RMB510 million) were made. The individually impaired receivables mainly relate to customers which are in unexpected difficult economic situations and it was expected that only a portion of these receivables would be recovered. The ageing analysis of these trade receivables is as follows: |
31 December 2016 | 31 December 2015 | ||||||
Within 1 year | 77,170 | 1,348 | |||||
Between 1 and 2 years | 34,269 | 22,052 | |||||
Between 2 and 3 years | 27,453 | 275,330 | |||||
Over 3 years | 521,572 | 355,747 | |||||
660,464 | 654,477 | ||||||
Provision for impairment | (462,571 | ) | (510,336 | ) | |||
197,893 | 144,141 |
Movements in the provision for impairment of trade and notes receivables are as follows: |
2016 | 2015 | ||||||
As at 1 January | 510,336 | 719,992 | |||||
Provision for impairment | 5,862 | 6,847 | |||||
Written off | (192 | ) | (11,452 | ) | |||
Reversal | (53,435 | ) | (179,193 | ) | |||
Disposal of subsidiaries | — | 15,644 | |||||
Transfer to assets of disposal group classified as held for sale | — | (1,980 | ) | ||||
Others | — | (39,522 | ) | ||||
As at 31 December | 462,571 | 510,336 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
14. | TRADE AND NOTES RECEIVABLES (CONTINUED) |
As at 31 December 2016, the Group derecognised discounted notes receivable accepted by banks in the PRC to financial institutions with a carrying amount in aggregate of RMB1,057 million (31 December 2015:RMB1,021 million), and endorsed notes receivable accepted by banks in the PRC to certain of its suppliers in order to settle the trade payables due to such suppliers with a carrying amount in aggregate of RMB10,399 million (31 December 2015: RMB13,052 million). Besides, as at 31 December 2016, the Group has not derecognised notes receivable accepted by banks in the PRC endorsed to certain of its suppliers in order to settle the trade payables due to such suppliers with a carrying amount of RMB479 million (31 December 2015: RMB937 million). | |
As at 31 December 2016, the Group derecognised trade receivables amounting to RMB269 million due to accounts receivables factoring arrangement. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
15. | OTHER CURRENT ASSETS |
31 December 2016 | 31 December 2015 | ||||||
(restated) | |||||||
Financial assets | |||||||
– Advances and deposits paid to suppliers | 714,263 | 505,072 | |||||
– Dividends receivable | 148,546 | 118,061 | |||||
– Receivables from sales of non-core businesses | 332,674 | 287,852 | |||||
– Entrusted loans and loans receivable from third parties | 1,631,624 | 1,657,849 | |||||
– Entrusted loans and loans receivable from related parties | 1,859,769 | 1,111,954 | |||||
– Receivables from disposals of businesses to related parties | 4,470,161 | 4,321,024 | |||||
– Receivables from disposals of non-core assets (note 35(a)(xvi)) | 277,956 | — | |||||
– Receivable from disposal of Shanxi Huaxing | 1,646,035 | 1,646,035 | |||||
– Receivables from disposal of Guizhou Branch's aluminum plant and properties | 200,000 | — | |||||
– Receivable from disposal of properties in Hong Kong | — | 218,130 | |||||
– Interest receivable | 111,625 | 95,304 | |||||
– Recoverable reimbursement for freight charges | 37,069 | 62,909 | |||||
– Other financial assets | 897,742 | 850,042 | |||||
12,327,464 | 10,874,232 | ||||||
Less: provision for impairment | (1,665,411 | ) | (1,666,394 | ) | |||
10,662,053 | 9,207,838 | ||||||
Receivable of value-added tax refund | 3,492 | 53,458 | |||||
Advances to employees | 31,869 | 108,223 | |||||
Value-added tax recoverable | 1,537,245 | 2,133,990 | |||||
Prepaid income tax | 104,213 | 239,186 | |||||
Prepayments to related parties for purchases | 118,476 | 90,897 | |||||
Prepayments to suppliers for purchases and others | 2,624,803 | 3,651,313 | |||||
Others | 168,714 | 441,329 | |||||
4,588,812 | 6,718,396 | ||||||
Less: provision for impairment | (6,053 | ) | (11,972 | ) | |||
4,582,759 | 6,706,424 | ||||||
Total other current assets | 15,244,812 | 15,914,262 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
15. | OTHER CURRENT ASSETS (CONTINUED) |
As at 31 December 2016, except for an amount included in receivables from disposal of business amounting to RMB2,867 million, the amount included in advances and deposits paid to suppliers amounting to RMB1,686 million and an amount included in other items amounting to RMB161 million, which were denominated in USD (31 December 2015: RMB2,735 million in USD, RMB218 million in HKD), all amounts in other current assets were denominated in RMB (31 December 2015: all denominated in RMB). | |
As at 31 December 2016, except for entrusted loans and loans receivable, receivables from disposals of businesses and an amount included in advances and deposits paid to suppliers (31 December 2015: except for entrusted loans and loans receivable, receivables from disposal of subsidiaries, business and assets) which were interest-bearing assets, all amounts in other current assets were non-interest-bearing (31 December 2015: all non-interest-bearing). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
15. | OTHER CURRENT ASSETS (Continued) |
As at 31 December 2016, the ageing analysis of financial assets included in other current assets was as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Within 1 year | 1,909,712 | 3,626,122 | |||||
Between 1 and 2 years | 2,496,848 | 970,577 | |||||
Between 2 and 3 years | 1,365,830 | 4,749,149 | |||||
Over 3 years | 6,555,074 | 1,528,384 | |||||
12,327,464 | 10,874,232 | ||||||
Less: provision for impairment | (1,665,411 | ) | (1,666,394 | ) | |||
10,662,053 | 9,207,838 |
As at 31 December 2016, the ageing analysis of past due but not impaired financial assets included in other current assets was as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Past due for 1 year | 613,140 | 727,503 | |||||
Past due for 1 to 2 years | 741,276 | 49,140 | |||||
Past due for over 2 years | 467,111 | 329,337 | |||||
1,821,527 | 1,105,980 | ||||||
Not past due | 8,607,761 | 7,669,714 | |||||
10,429,288 | 8,775,694 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
15. | OTHER CURRENT ASSETS (Continued) |
The credit quality of other current assets that were not impaired is assessed by reference to the counterparties' default history. Based on past experience, the directors of the Company are of the opinion that no provision for impairment is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered recoverable within one year. | |
Included in the Group's past due but not impaired financial assets are amounts due from the Group's related parties of RMB1,279 million (31 December 2015: RMB888 million). | |
As at 31 December 2016, other current assets of RMB1,905 million (31 December 2015: RMB2,133 million) of the Group were impaired and provisions of RMB1,671 million (31 December 2015: RMB1,678 million) were made. The ageing analysis of these current assets is as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
Within 1 year | 28,375 | 278,094 | |||||
Between 1 and 2 years | 38,234 | 265,415 | |||||
Between 2 and 3 years | 215,169 | 378,985 | |||||
Over 3 years | 1,623,436 | 1,210,774 | |||||
1,905,214 | 2,133,268 | ||||||
Less: provision for impairment | (1,671,464 | ) | (1,678,366 | ) | |||
233,750 | 454,902 |
Movements in the provision for impairment of other current assets are as follows: |
2016 | 2015 | ||||||
As at 1 January | 1,678,366 | 419,451 | |||||
Provision for impairment | 3,864 | — | |||||
Write off | (7,807 | ) | — | ||||
Reversal | (2,959 | ) | (59,804 | ) | |||
Disposal of subsidiaries | — | 1,321,712 | |||||
Transfer to non-current assets held for sale | — | (21 | ) | ||||
Others | — | (2,972 | ) | ||||
As at 31 December | 1,671,464 | 1,678,366 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
16. | CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND TIME DEPOSITS |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Restricted cash | 2,014,747 | 1,750,239 | |||||
Time deposits | 72,700 | 51,000 | |||||
Restricted cash and time deposits | 2,087,447 | 1,801,239 | |||||
Cash and cash equivalents | 23,808,048 | 20,756,202 | |||||
25,895,495 | 22,557,441 |
Restricted cash mainly represented deposits held for use in issued notes payable and letters of credit. | |
As at 31 December 2016, the Group had time deposits amounting to RMB73 million (31 December 2015: RMB51 million (restated)), of which the annual effective interest rate was 1.48% (31 December 2015: 1.39% (restated)) with average maturity of three months to one year time deposits. | |
As at 31 December 2016, bank balances and cash on hand of the Group were denominated in the following currencies: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
RMB | |||||||
20,542,932 | 21,056,584 | ||||||
USD | 5,343,559 | 1,492,849 | |||||
HKD | 6,252 | 2,968 | |||||
EUR | 24 | 753 | |||||
AUD | 2,625 | 2,476 | |||||
IDR | 103 | 1,811 | |||||
25,895,495 | 22,557,441 |
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances, time deposits and restricted cash are deposited with creditworthy banks with no recent history of default. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
17. | SHARE CAPITAL |
Number of shares in issue | |||||||||||||
A shares | H shares | Share capital | Share premium | ||||||||||
At 1 January 2015 (restated) | 9,580,522 | 3,943,966 | 13,524,488 | 14,059,029 | |||||||||
Business combination under common control | — | — | — | (37,662 | ) | ||||||||
Issuance of A shares | 1,379,310 | — | 1,379,310 | 6,518,162 | |||||||||
At 31 December 2015 and 1 January 2016 | 10,959,832 | 3,943,966 | 14,903,798 | 20,539,529 | |||||||||
Business combination under common control (note 38) | — | — | — | (3,010,627 | ) | ||||||||
Capital injection from non-controlling shareholders | — | — | — | 176,615 | |||||||||
At 31 December 2016 | 10,959,832 | 3,943,966 | 14,903,798 | 17,705,517 |
Note: | As at 31 December 2015 and 2016, all issued shares were registered and fully paid. Both A shares and H shares rank pari passu with each other. | |
The number of the Company's authorised ordinary shares was 14,903,798,236 at par value of RMB1.00 per share as at 31 December 2015 and 2016. There were 14,903,798,236 ordinary shares issued and outstanding as at 31 December 2015 and 2016, respectively. |
18. | RESERVES |
The amounts of the Group's reserves and the movements therein for the current and prior years are presented in the consolidated statement of changes in equity on pages 147 to 148 of the financial statements. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
19. | INTEREST-BEARING LOANS AND BORROWINGS |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Long-term loans and borrowings | |||||||
Finance lease payables (note 20) | 6,692,302 | 6,710,517 | |||||
Bank and other loans (Note (a)) | |||||||
– Secured (Note (f)) | 13,415,140 | 14,202,953 | |||||
– Guaranteed (Note (e)) | 2,088,327 | 1,791,207 | |||||
– Unsecured | 16,196,805 | 16,617,591 | |||||
31,700,272 | 32,611,751 | ||||||
Medium-term notes and bonds and long-term bonds and private placement notes (Note (b)) | |||||||
– Guaranteed (Note (e)) | 1,998,833 | 1,996,270 | |||||
– Unsecured | 22,058,281 | 25,715,582 | |||||
24,057,114 | 27,711,852 | ||||||
Total long-term loans and borrowings | 62,449,688 | 67,034,120 | |||||
Current portion of finance lease payables (note 20) | (2,008,716 | ) | (1,531,554 | ) | |||
Current portion of medium-term bonds and long-term bonds | (8,393,073 | ) | (6,896,181 | ) | |||
Current portion of long-term bank and other loans | (4,725,151 | ) | (4,605,511 | ) | |||
Non-current portion of long-term loans and borrowings | 47,322,748 | 54,000,874 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
19. | INTEREST-BEARING LOANS AND BORROWINGS (Continued) |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Short-term loans and borrowings | |||||||
Bank and other loans (Note (c)) | |||||||
– Secured (Note (f)) | 1,709,500 | 2,201,584 | |||||
– Guaranteed (Note (e)) | 305,000 | 415,000 | |||||
– Unsecured | 30,140,325 | 32,447,703 | |||||
32,154,825 | 35,064,287 | ||||||
Short-term bonds, unsecured (Note (d)) | 8,020,015 | 6,663,722 | |||||
Gold leasing arrangements (Note(g)) | 2,990,614 | — | |||||
Current portion of finance lease payables (note 20) | 2,008,716 | 1,531,554 | |||||
Current portion of medium-term bonds and long-term bonds | 8,393,073 | 6,896,181 | |||||
Current portion of long-term bank and other loans | 4,725,151 | 4,605,511 | |||||
Total short-term borrowings and current portion of long-term loans and borrowings | 58,292,394 | 54,761,255 |
As at 31 December 2016, except for loans and borrowings of the Group amounting to RMB23 million (31 December 2015: RMB23 million) and RMB1,572 million (31 December 2015: RMB3,711 million) which were denominated in JPY and USD, respectively, all loans and borrowings were denominated in RMB. | |
As at 31 December 2016, interest-bearing loans and borrowings of RMB4,021 million including a finance lease payable of RMB106 million (31 December 2015: interest-bearing loans and borrowings of RMB4,849 million including a finance lease payable of RMB220 million), a finance lease payable of RMB1,730 million (31 December 2015: RMB1,221 million) and interest-bearing loans and borrowings of RMB300 million (31 December 2015: RMB300 million (restated)) were due to Chinalco Finance Company Limited ("Chinalco Finance") (中鋁財務有限責任公司), Chinalco Financial Leasing Co., Ltd.* ("CFL") (中鋁融資租賃有限公司) and Shandong Aluminum Corporation* ("Shandong Aluminum") (山東鋁業公司), subsidiaries of Chinalco, respectively, as set out in note 35(b). |
* | The English name represents the best effort made by the management of the Group in translating its Chinese name as it does not have any official English names. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
19. | INTEREST-BEARING LOANS AND BORROWINGS (Continued) | ||
Notes: | |||
(a) | Long-term bank and other loans | ||
(i) | The maturity of long-term bank and other loans is set out below: |
Loans from banks and | Other loans | Total of long-term bank and | |||||||||||||||||
other financial institutions | other loans | ||||||||||||||||||
31 December | 31 December | 31 December | 31 December | 31 December | 31 December | ||||||||||||||
2016 | 2015 | 2016 | 2015 | 2016 | 2015 | ||||||||||||||
(restated | ) | (restated | ) | ||||||||||||||||
Within 1 year | 4,718,809 | 4,603,619 | 6,342 | 1,892 | 4,725,151 | 4,605,511 | |||||||||||||
Between 1 and 2 years | 7,994,380 | 4,864,765 | 6,342 | 2,020 | 8,000,722 | 4,866,785 | |||||||||||||
Between 2 and 5 years | 10,268,857 | 13,888,643 | 7,026 | 6,060 | 10,275,883 | 13,894,703 | |||||||||||||
Over 5 years | 8,687,124 | 9,231,751 | 11,392 | 13,001 | 8,698,516 | 9,244,752 | |||||||||||||
31,669,170 | 32,588,778 | 31,102 | 22,973 | 31,700,272 | 32,611,751 |
(ii) | Other loans were provided by local bureaus of the Ministry of Finance to the Group. The weighted average annual interest rate of long-term bank and other loans for the year ended 31 December 2016 was 5.08% (2015: 5.51%). | ||
(b) | Medium-term notes and bonds and long-term bonds and private placement notes | ||
Outstanding long-term bonds and medium-term notes of the Group as at 31 December 2016 are summarised as follows: |
Face value/ | Effective | 31 December | 31 December | ||||||||||
maturity | interest rate | 2016 | 2015 | ||||||||||
2007 long-term bonds | 2,000,000/2017 | 4.64 | % | 1,998,833 | 1,996,270 | ||||||||
2011 medium-term notes | 4,900,000/2016 | 6.03 | % | — | 4,898,376 | ||||||||
2015 medium-term notes | 3,000,000/2018 | 5.53 | % | 2,989,992 | 2,981,028 | ||||||||
2015 medium-term notes | 1,500,000/2018 | 5.01 | % | 1,492,351 | 1,487,994 | ||||||||
2012 Ningxia Energy | |||||||||||||
medium-term bonds | 400,000/2017 | 6.06 | % | 400,000 | 400,000 | ||||||||
2012 medium-term bonds | 3,000,000/2017 | 5.77 | % | 2,996,618 | 2,992,788 | ||||||||
2013 medium-term bonds | 3,000,000/2018 | 5.99 | % | 2,993,272 | 2,987,271 | ||||||||
2013 medium-term bonds | 2,000,000/2016 | 5.99 | % | — | 1,997,805 | ||||||||
2014 medium-term bonds | 3,000,000/2017 | 7.35 | % | 2,997,622 | 2,988,140 | ||||||||
2015 medium-term bonds | 3,000,000/2018 | 6.11 | % | 2,996,615 | 2,993,630 | ||||||||
2015 medium-term bonds | 2,000,000/2018 | 6.08 | % | 1,993,474 | 1,988,550 | ||||||||
2016 private placement notes | 3,215,000/2019 | 5.12 | % | 3,198,337 | — | ||||||||
24,057,114 | 27,711,852 |
Long-term bonds and medium-term notes and bonds were issued for capital expenditure purposes, operating cash flows and bank loan re-financing. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
19. | INTEREST-BEARING LOANS AND BORROWINGS (Continued) | |
Notes: (Continued) | ||
(c) | Short-term bank and other loans | |
Other loans were entrusted loans provided by state-owned companies to the Group. | ||
The weighted average annual interest rate of short-term bank and other loans for the year ended 31 December 2016 was 4.44% (2015: 5.12%). | ||
(d) | Short-term bonds | |
Outstanding short-term bonds as at 31 December 2016 are summarised as follows: |
Face value/ | Effective | 31 December | 31 December | ||||||||||
maturity | interest rate | 2016 | 2015 | ||||||||||
2015 short-term bonds | 3,000,000/2016 | 4.15 | % | — | 3,047,356 | ||||||||
2015 short-term bonds | 3,000,000/2016 | 3.85 | % | — | 3,016,366 | ||||||||
2015 short-term bonds | 600,000/2016 | 3.35 | % | — | 600,000 | ||||||||
2016 short-term bonds | 1,500,000/2017 | 4.30 | % | 1,535,140 | — | ||||||||
2016 short-term bonds | 3,000,000/2017 | 4.13 | % | 3,047,026 | — | ||||||||
2016 short-term bonds | 3,000,000/2017 | 3.95 | % | 3,037,849 | — | ||||||||
2016 short-term bonds | 400,000/2017 | 4.13 | % | 400,000 | — | ||||||||
8,020,015 | 6,663,722 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
19. | INTEREST-BEARING LOANS AND BORROWINGS (Continued) | |
Notes: (Continued) | ||
(e) | Guaranteed interest-bearing loans and borrowings | |
Details of the interest-bearing loans and borrowings in which the Group received guarantees are set out as follows: |
Guarantors | 31 December | 31 December | |||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Long-term bonds | |||||||
Bank of Communications (交通銀行股份有限公司) ("BOCOM") | 1,998,833 | 1,996,270 | |||||
Long-term loans | |||||||
Lanzhou Aluminum Factory* (蘭州鋁廠) (Note (i)) | 8,000 | 12,000 | |||||
The Company | 866,877 | 749,207 | |||||
Ningxia Energy (Note (ii)) | 1,099,400 | 827,600 | |||||
Yinxing Energy (Note (ii)) | 109,000 | 202,400 | |||||
Zhongwei Renewable Energy Co., Ltd* | |||||||
(中衛寧電新能源有限公司) (Note (ii)) | 5,050 | — | |||||
2,088,327 | 1,791,207 | ||||||
Short-term loans | |||||||
Ningxia Energy (Note (ii)) | 120,000 | 50,000 | |||||
Yinxing Energy (Note (ii)) | — | 50,000 | |||||
Shandong Aluminum (Note (i)) | 15,000 | 15,000 | |||||
Chalco Shandong (Note (ii)) | 170,000 | — | |||||
Chalco Trading (Note (ii)) | — | 300,000 | |||||
305,000 | 415,000 |
Notes: | |
(i) | The guarantor is a subsidiary of Chinalco. |
(ii) | The guarantor is a subsidiary of the Group. |
* | The English names represent the best effort made by the management of the Group in translating their Chinese names as they do not have any official English names. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
19. | INTEREST-BEARING LOANS AND BORROWINGS (Continued) | |
Notes: (Continued) | ||
(f) | Secured interest-bearing loans and borrowings | |
. | The assets pledged for bank and other borrowings were set out in note 24 to the financial statements. | |
(g) | Gold leasing arrangements | |
. | On 6 June 2016, the Company entered into a gold leasing operational agreement, four gold leasing agreements and a general hedging agreement with BOCOM, pursuant to which the Company developed gold leasing for working capital financing purposes. | |
. | According to the gold leasing operational agreement and gold leasing agreements, the Group leased from BOCOM standard gold with fineness of Au99.99 for 12 months with annual lease fee rates from 3.61% to 3.70%. Then, the Group sold the leased gold back to BOCOM at the predetermined price and received cash of RMB3,000 million. The Group has paid an upfront lease fee amounting to RMB86.4 million at the beginning of the lease period. Upon the expiry of the leasing term, the Group shall purchase the same amount of gold with fineness of Au99.99 from BOCOM at the predetermined price pursuant to the general hedging agreement, and return the standard gold with same quality as those under the gold leasing agreements. | |
The directors of the Company are of view that the gold leasing operational agreement, gold leasing agreements and the general hedging agreement are planned, determined and operated as an integrated transaction, through which the Group is free from the risks of gold price fluctuations, and therefore, should be accounted for as loans from BOCOM with fixed interest rates. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
20. | FINANCE LEASE PAYABLES |
As disclosed in note 6, the Group leased certain machineries under finance leases with lease terms ranging from one to five years. | |
At 31 December 2016, the total future minimum lease payments under finance leases and their present values are as follows: |
Present value of | |||||||||||||
Minimum lease payments | minimum lease payments | ||||||||||||
31 December | 31 December | 31 December | 31 December | ||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||
(restated | ) | (restated | ) | ||||||||||
Amounts payable: | |||||||||||||
Within one year | 2,253,720 | 1,839,080 | 2,008,716 | 1,531,554 | |||||||||
In the second year | 2,068,315 | 1,824,654 | 1,891,406 | 1,553,769 | |||||||||
In the third to fifth years, inclusive | 2,895,251 | 3,765,416 | 2,792,180 | 3,625,194 | |||||||||
Total minimum finance lease payments | 7,217,286 | 7,429,150 | 6,692,302 | 6,710,517 | |||||||||
Future finance charges | (524,984 | ) | (718,633 | ) | |||||||||
Total net finance lease payables (note 19) | 6,692,302 | 6,710,517 | |||||||||||
Portion classified as current liabilities (note 19) | (2,008,716 | ) | (1,531,554 | ) | |||||||||
Non-current portion | 4,683,586 | 5,178,963 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
20. | FINANCE LEASE PAYABLES (Continued) |
During the year ended 31 December, 2016, the Group entered into various sale and leaseback agreements with Taiping Sinopec Financial Leasing Co., Ltd. (太平石化金融租賃有限公司), Pingan International Financial Leasing Co., Ltd. (平安國際融資租賃有限公司), and CFL, which is a related party of the Group, respectively, under which the Group sold machineries and construction in progress and leased them back. The lease terms range from one to five years and the lease rentals are payable by instalments with bearing interest at prevailing lending rates. Regarding the agreement of sales and leaseback with CFL, unless the rental are paid in full, no dividends would be distributed to their shareholders. Upon the expiry of the lease period, the Group is entitled to purchase the leased assets at nominal amount. | |
The Group disposed of the assets under the aforementioned sales and leaseback arrangements and incurred losses and gains of RMB234 million and RMB112 million, respectively, which were amortised over their respective useful lives of the assets. The Internal Rate of Return (IRR) of the sales and finance lease back arrangements range from 4.76% to 6.28%. | |
21. | OTHER NON-CURRENT LIABILITIES |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Financial liabilities | |||||||
– Long-term payables for mining rights | 789,420 | 797,694 | |||||
– Other financial liabilities | 300 | 300 | |||||
789,720 | 797,994 | ||||||
Obligations in relation to early retirement schemes (Note (i)) | 674,835 | 827,305 | |||||
Deferred government grants | 1,466,656 | 1,529,545 | |||||
Deferred gain relating to sales and leaseback agreements (Note (ii)) | 193,724 | 88,955 | |||||
Provision for rehabilitation | �� | 106,769 | 100,285 | ||||
Others | 6,037 | 6,475 | |||||
2,448,021 | 2,552,565 | ||||||
3,237,741 | 3,350,559 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
21. | OTHER NON-CURRENT LIABILITIES (Continued) | |
Notes: | ||
(i) | Obligations in relation to early retirement schemes | |
From 2010, certain subsidiaries and branches implemented certain early retirement benefit schemes which allow qualified employees to early retire on a voluntary basis. The Group undertakes the obligations to pay the early retirement employees' living expenses for no more than five years in the future on a monthly basis according to the early retirement benefit schemes, together with social insurance and housing fund pursuant to the regulation of the local Social Security Office. Living expenses, social insurance and the housing fund are together referred to as "the Payments". The Payments are forecasted to increase by 3% per annum with reference to the inflation rate and adjusted based on the average death rate of China. The Payments are discounted by the treasury bond rate of 31 December 2016. As at 31 December 2016, the current portion of the Payments within one year was reclassified to "other payables and accrued liabilities". | ||
As at 31 December 2016, obligations in relation to retirement benefits under the Group's early retirement schemes are as follows: |
2016 | 2015 | ||||||
As at 1 January | 1,147,320 | 1,374,101 | |||||
Provision made during the year (note 29) | 132,044 | 34,893 | |||||
Interest costs | 84,616 | 14,007 | |||||
Payment during the year | (367,382 | ) | (275,681 | ) | |||
As at 31 December | 996,598 | 1,147,320 | |||||
Non-current | 674,835 | 827,305 | |||||
Current (note 22) | 321,763 | 320,015 | |||||
996,598 | 1,147,320 |
(ii) | As disclosed in note 20, the Group entered into several sales and leaseback agreements which were finance leases during the year. The deferred gains resulting from the sales were classified under other non-current liabilities and were amortised over the useful lives of the assets leased back. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
22. | OTHER PAYABLES AND ACCRUED LIABILITIES |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Financial liabilities | |||||||
– Payable for capital expenditures | 5,654,992 | 5,338,218 | |||||
– Accrued interest | 1,068,657 | 1,112,849 | |||||
– Payables withheld as guarantees and deposits | 1,075,289 | 1,088,352 | |||||
– Dividends payable by subsidiaries to non-controlling shareholders | 221,496 | 233,036 | |||||
– Consideration payable for investment projects | 305,506 | 98,966 | |||||
– Current portion of payables for mining rights | 337,659 | 218,158 | |||||
– Others | 900,771 | 1,040,969 | |||||
9,564,370 | 9,130,548 | ||||||
Sales and other deposits from customers | 1,799,200 | 1,652,576 | |||||
Taxes other than income taxes payable (Note) | 713,450 | 385,654 | |||||
Accrued payroll and bonus | 218,741 | 183,781 | |||||
Staff welfare payables | 277,064 | 276,469 | |||||
Current portion of obligations in relation to early retirement schemes (note 21) | 321,763 | 320,015 | |||||
Contribution payable for pension insurance | 109,077 | 123,381 | |||||
Others | 3,013 | 18,146 | |||||
3,442,308 | 2,960,022 | ||||||
13,006,678 | 12,090,570 |
Note: | Taxes other than income taxes payable mainly comprise accruals for value-added tax, resource tax, city construction tax and education surcharge. | |
As at 31 December 2016, except for other payables and accrued liabilities of the Group amounting to RMB251 million and RMB0.022 million which were denominated in USD and EUR, respectively (31 December 2015: RMB4 million in USD, RMB0.311 million denominated in HKD), all payables and accrued liabilities were denominated in RMB (31 December 2015: all denominated in RMB). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
23. | TRADE AND NOTES PAYABLES |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Trade payables | 6,682,225 | 7,991,868 | |||||
Notes payable | 4,603,109 | 6,734,676 | |||||
11,285,334 | 14,726,544 |
As at 31 December 2016, except for trade and notes payables of the Group amounting to RMB22 million which were denominated in USD (31 December 2015: RMB228 million in USD), all trade and notes payables were denominated in RMB (31 December 2015: all denominated in RMB). | |
The ageing analysis of trade and notes payables is as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated | ) | ||||||
Within 1 year | 10,719,901 | 14,234,715 | |||||
Between 1 and 2 years | 276,179 | 248,656 | |||||
Between 2 and 3 years | 107,125 | 55,067 | |||||
Over 3 years | 182,129 | 188,106 | |||||
11,285,334 | 14,726,544 |
The trade and notes payables are non-interest-bearing and are normally settled within one year. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
24. | PLEDGE OF ASSETS |
The Group has pledged various assets as collateral against certain secured borrowings as set out in note 19. As at 31 December 2016, a summary of these pledged assets was as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
Property, plant and equipment (note 6) | 6,456,488 | 6,102,859 | |||||
Land use rights (note 8) | 254,339 | 257,610 | |||||
Intangible assets (note 5) | 1,114,454 | 1,241,057 | |||||
Investment in an associate (note 9(b)) | 376,270 | 421,270 | |||||
Notes receivable (note 14) | 33,500 | 26,500 | |||||
Trade receivables (note 14) | 35,836 | 360,000 | |||||
8,270,887 | 8,409,296 |
As at 31 December 2016, in addition to the loans and borrowings which were pledged by the above assets, the current portion of long-term loans and borrowings amounting to RMB933 million (31 December 2015: RMB882 million) and the non-current portion of long-term loans and borrowings amounting to RMB8,956 million (31 December 2015: RMB10,384 million) were secured by the contractual right to charge users for electricity generated in the future. As at 31 December 2016, the current portion of long-term loans and borrowings amounting to RMB10 million(31 December 2015: RMB10 million) and the non-current portion of long-term loans and borrowings amounting to RMB1,657 million(31 December 2015: RMB1,667 million) were secured by the investment in a 70.82% owned subsidiary of the Company, Ningxia Energy. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
25. | PROFIT BEFORE INCOME TAX |
An analysis of profit before income tax is as follows: |
2016 | 2015 | ||||||
(restated | ) | ||||||
Purchase of inventories in relation to trading activities | 79,682,085 | 60,318,158 | |||||
Raw materials and consumables used | 25,478,373 | 28,948,534 | |||||
Changes in work-in-progress and finished goods | 1,667,696 | 523,390 | |||||
Power and utilities | 12,980,854 | 15,835,191 | |||||
Depreciation and amortisation | 6,969,947 | 7,374,743 | |||||
Employee benefit expenses (note 29) | 5,887,632 | 6,103,869 | |||||
Repair and maintenance | 1,354,372 | 1,797,254 | |||||
Transportation expenses | 1,493,223 | 1,152,027 | |||||
Logistic cost | 796,231 | — | |||||
Taxes other than income tax expense (Note (i)) | 690,718 | 567,157 | |||||
Rental expenses for land use rights and buildings | 511,189 | 664,917 | |||||
Packaging expenses | 235,929 | 272,558 | |||||
Research and development expenses | 168,862 | 168,870 | |||||
Auditors' remuneration expense (Note (ii)) | 26,006 | 23,666 |
Note: | ||
(i) | Taxes other than income tax expense mainly comprise surcharges, land use tax, property tax and stamp duty. | |
(ii) | During the year ended 31 December 2016, auditors' remuneration included audit and non-audit services provided by Ernst & Young, including Ernst & Young, Hong Kong and Ernst & Young Hua Ming LLP, amounting to RMB23.7million (2015: RMB22.9 million), and services provided by other auditors. | |
26. | OTHER INCOME | |
For the year ended 31 December 2016, government grants amounting to RMB745 million (2015: RMB1,771 million (restated)) were recognised as income for the year necessary to compensate the costs and facilitate the Group's development. There are no unfulfilled conditions or contingencies attached to the grants. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
27. | OTHER GAINS, NET |
2016 | 2015 | ||||||
Gain on disposal of investments in associates | 128,833 | 832,369 | |||||
Gain on disposal of Shanxi Huaxing | — | 2,588,134 | |||||
Gain on disposal and dividends of available for sale | 125,024 | — | |||||
Realised loss on futures, forward and option contracts, net (Note) | (1,290,267 | ) | (477,733 | ) | |||
Unrealised gains/(losses) on futures, forward and option contracts, net (Note) | 154,585 | (213,085 | ) | ||||
Gain on disposal of the Environmental Protection Business (note 39) | 571,270 | — | |||||
Gain on disposal of aluminum plants and buildings of the Guizhou Branch | — | 1,364,821 | |||||
Gain on disposal of properties of Hong Kong | — | 209,735 | |||||
Gain on disposal of urban properties and land use rights for capital injection | — | 350,218 | |||||
Gain on disposal of Gansu Hualu land use right | — | 375,025 | |||||
Gain on disposal of other property, plant and equipment and land use rights, net | 245,248 | 18,075 | |||||
Gain on investments in financial products | 15,905 | 38,469 | |||||
Others | 216,035 | (62,428 | ) | ||||
166,633 | 5,023,600 |
Note: | None of these futures, forward and option contracts was designated for hedge accounting. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
28. | FINANCE INCOME/FINANCE COSTS |
An analysis of finance income/finance costs is as follows: |
2016 | 2015 | ||||||
(restated | ) | ||||||
Finance income – interest income | (815,678 | ) | (812,367 | ) | |||
Interest expense | 5,154,375 | 6,101,468 | |||||
Less: interest expense capitalised in property, plant and equipment (note 6) | (414,133 | ) | (522,053 | ) | |||
Interest expense, net of capitalised interest | 4,740,242 | 5,579,415 | |||||
Amortisation of unrecognised finance expenses | 324,701 | 285,727 | |||||
Exchange (gains)/losses, net | (60,228 | ) | 95,851 | ||||
Finance costs | 5,004,715 | 5,960,993 | |||||
Finance costs, net | 4,189,037 | 5,148,626 | |||||
Capitalisation rate during the year (note 6) | 3.85% to 6.00 | % | 4.90% to 6.55 | % |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
29. | EMPLOYEE BENEFIT EXPENSES |
An analysis of employee benefit expenses is as follows: |
2016 | 2015 (restated | ) | |||||
Salaries and bonuses | 3,845,959 | 3,976,468 | |||||
Housing fund | 387,534 | 395,246 | |||||
Staff welfare and other expenses (Note) | 1,493,088 | 1,670,509 | |||||
Employment expense in relation to early retirement schemes (note 21) | 132,044 | 34,893 | |||||
Employment expenses in relation to termination benefits | 29,007 | 26,753 | |||||
5,887,632 | 6,103,869 |
Note: | Staff welfare and other expenses include staff welfare, staff union expenses, staff education expenses, unemployment insurance expenses and pension insurance expenses, etc. | |
Employee benefit expenses include remuneration payables to directors, supervisors and senior management as set out in note 30. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION | |
(a) | Directors' and supervisors' remuneration | |
Directors' and supervisors' remuneration for the year, disclosed pursuant to the Listing Rules, section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows: |
2016 | 2015 | ||||||
Fees | 762 | 653 | |||||
Basic salaries, housing fund, other allowances and benefits in kind | 975 | 1,143 | |||||
Discretionary bonuses | — | — | |||||
Pension costs | 114 | 140 | |||||
1,851 | 1,936 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION (Continued) | |
(a) | Directors' and supervisors' remuneration (Continued) | |
The remuneration of each director and supervisor of the Company for the year ended 31 December 2016 is set out below: |
Names of directors | Discretionary | Pension | ||||||||||||||
and supervisors | Fees | Salaries | bounes | costs | total | |||||||||||
Directors: | ||||||||||||||||
Ge Honglin (Note (i)) | — | — | — | — | — | |||||||||||
Yu Dehui (Note (ii)) | — | — | — | — | — | |||||||||||
Ao Hong | — | — | — | — | — | |||||||||||
Lu Dongliang (Note (iii)) | — | — | — | — | — | |||||||||||
Jiang Yinggang | — | 725 | — | 76 | 801 | |||||||||||
Liu Caiming | — | — | — | — | — | |||||||||||
Wang Jun | 150 | — | — | — | 150 | |||||||||||
Lie-A-Cheong | ||||||||||||||||
Tai-Chong, David | 204 | — | — | — | 204 | |||||||||||
Chen Lijie | 204 | — | — | — | 204 | |||||||||||
Hu Shihai | 204 | — | — | — | 204 | |||||||||||
762 | 725 | — | 76 | 1,563 | ||||||||||||
Supervisors: | ||||||||||||||||
Liu Xiangmin (Note (iv)) | — | — | — | — | — | |||||||||||
Wang Jun | — | — | — | — | — | |||||||||||
Yuan Li (Note (v)) | — | — | — | — | — | |||||||||||
Wu Zuoming (Note (vi)) | — | 250 | — | 38 | 288 | |||||||||||
Zhao Zhao (Note (vii)) | — | — | — | — | — | |||||||||||
— | 250 | — | 38 | 288 | ||||||||||||
Total | 762 | 975 | — | 114 | 1,851 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION (Continued) | ||
(a) | Directors' and supervisors' remuneration (Continued) | ||
Notes: | |||
(i) | Mr. Ge Honglin resigned as an executive director and the Chairman of the Board of the Company on 16 February 2016 due to his work commitment. The resignation of Mr. Ge has taken effect on the same day. | ||
(ii) | Mr. Yu Dehui was elected as a non-executive director of the fifth session of the Board of the Company at the 2016 first extraordinary general meeting of the Company held on 8 April 2016. On the same day, Mr. Yu Dehui was elected as the Chairman of the fifth session of the Board of the Company at the 31st meeting of the fifth session of the Board. Mr. Yu Dehui was re-elected as a non-executive director and the Chairman of the sixth session of the Board of the Company at the 2015 annual general meeting and the first meeting of the sixth session of the Board of the Company held on 28 June 2016. | ||
(iii) | Mr. Lu Dongliang was elected as an executive director of the sixth session of the Board of the Company at the 2015 annual general meeting of the Company held on 28 June 2016. | ||
(iv) | Mr. Liu Xiangmin resigned as an executive director of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Board. Mr. Liu Xiangmin was elected as a supervisor of the sixth session of the Supervisory Committee of the Company at the 2015 annual general meeting on the same day. At the first meeting of the sixth session of the Supervisory Committee subsequent to the annual general meeting, Mr. Liu Xiangmin was elected as the chairman of the sixth session of the Supervisory Committee of the Company. | ||
(v) | Mr. Yuan Li resigned as a supervisor of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Supervisory Committee of the Company. | ||
(vi) | Mr. Wu Zuoming was elected as an employee representative supervisor of the sixth session of the Supervisory Committee of the Company at the meeting of the employees' representatives held on 28 June 2016. | ||
(vii) | Mr. Zhao Zhao resigned as the chairman of the Supervisory Committee of the Company on 28 June 2016 due to the expiration of the term of office of the fifth session of the Supervisory Committee. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION (Continued) | |
(a) | Directors' and supervisors' remuneration (Continued) | |
The remuneration of each director and supervisor of the Company for the year ended 31 December 2015 is set out below: |
Names of directors and | Discretionary | Pension | ||||||||||||||
supervisors | Fees | Salaries | bounes | costs | total | |||||||||||
Directors: | ||||||||||||||||
Ge Honglin | — | — | — | — | — | |||||||||||
Ao Hong | — | — | — | — | — | |||||||||||
Luo Jianchuan | — | — | — | — | — | |||||||||||
Liu Xiangmin | — | — | — | — | — | |||||||||||
Jiang Yinggang | — | 643 | — | 70 | 713 | |||||||||||
Liu Caiming | — | — | — | — | — | |||||||||||
Wang Jun | 150 | — | — | — | 150 | |||||||||||
Ma Si-hang, Frederick | 192 | — | — | — | 192 | |||||||||||
Lie-A-Cheong Tai-Chong, David | — | — | — | — | — | |||||||||||
Chen Lijie | 162 | — | — | — | 162 | |||||||||||
Hu Shihai | 102 | — | — | — | 102 | |||||||||||
Wu Zhenfang | 47 | — | — | — | 47 | |||||||||||
Wu Jianchang | — | — | — | — | — | |||||||||||
653 | 643 | — | 70 | 1,366 | ||||||||||||
Supervisors: | ||||||||||||||||
Zhao Zhao | — | — | — | — | — | |||||||||||
Yuan Li | — | 500 | — | 70 | 570 | |||||||||||
Zhang Zhankui | — | — | — | — | — | |||||||||||
Wang Jun | — | — | — | — | — | |||||||||||
— | 500 | — | 70 | 570 | ||||||||||||
Total | 653 | 1,143 | — | 140 | 1,936 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION (Continued) | |
(a) | Directors' and supervisors' remuneration (Continued) | |
The remuneration of the directors and supervisors of the Company fell within the following band: |
Number of individuals | |||||||
2016 | 2015 | ||||||
Nil to RMB1,000,000 | 15 | 16 |
During the year, no options were granted to the directors or the supervisors of the Company (2015: Nil). | |
During the year, no emoluments were paid to the directors or the supervisors of the Company (among which included the five highest paid employees) as an inducement to join or upon joining the Company or as compensation for loss of office (2015: Nil). | |
No directors or supervisors of the Company waived any remuneration during the years 2016 and 2015. | |
(b) | Five highest paid individuals |
During the year ended 31 December 2016, the five highest paid employees of the Group include two directors and a supervisor (2015: a director and a supervisor) whose remuneration is reflected in the analysis presented above. The remuneration payable to the remaining two individuals during 2016 (2015: three) is as follows: |
2016 | 2015 | ||||||
Basic salaries, housing fund, other allowances and benefits in kind | 1,450 | 1,875 | |||||
Discretionary bonuses | — | — | |||||
Pension costs | 152 | 204 | |||||
1,602 | 2,079 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
30. | DIRECTORS', SUPERVISORS' AND SENIOR MANAGEMENT'S REMUNERATION (Continued) | |
(b) | Five highest paid individuals (Continued) | |
: | The number of the remaining two highest paid individuals during 2016 (2015: three) whose remuneration fell within the following band is as follows: |
Number of employees | ||||||||
2016 | 2015 | |||||||
Nil to RMB1,000,000 | 2 | 3 |
31. | INCOME TAX (EXPENSE)/BENEFIT |
2016 | 2015 | ||||||
(restated | ) | ||||||
Current income tax expense: | |||||||
– PRC corporate income tax | (503,233 | ) | (255,572 | ) | |||
Deferred income tax benefit | 99,061 | 485,719 | |||||
(404,172 | ) | 230,147 |
In general, the Group's PRC entities are subject to PRC corporate income tax at the standard rate of 25% (2015: 25%) on their respective estimated assessable profits for the year. Certain branches and subsidiaries of the Company located in the western regions of the PRC are granted tax concessions including a preferential tax rate of 15% (2015: 15%). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
31. | INCOME TAX (EXPENSE)/BENEFIT (Continued) |
The reconciliation between the actual income tax expense of the Group and the theoretical tax amount that would arise using the PRC standard income tax rate applied to profit or loss before income tax of the Group is as follows: |
2016 | 2015 | ||||||
(restated | ) | ||||||
Profit before income tax | 1,659,627 | 136,866 | |||||
Tax expense calculated at the standard income tax rate of 25% (2015: 25%) | 414,907 | 34,217 | |||||
Tax effects of: | |||||||
Preferential income tax rates applicable to certain branches and subsidiaries | (3,322 | ) | 21,442 | ||||
Impact of change in income tax rate | 5,945 | 4,538 | |||||
Tax losses with no deferred tax assets recognised | 258,767 | 437,138 | |||||
Deductible temporary differences with no deferred tax assets recognised | 78,644 | 241,812 | |||||
Utilisation of previously unrecognised tax losses and deductible temporary differences | (203,423 | ) | (358,106 | ) | |||
Tax incentive in relation to deduction of certain expenses | (3,769 | ) | (2,502 | ) | |||
Non-taxable income | (89,602 | ) | (149,613 | ) | |||
Expenses not deductible for tax purposes | 80,014 | 30,280 | |||||
Write-off of unrecoverable deferred tax assets previously recognized | 3,315 | 76,775 | |||||
Recognition of deferred tax assets related to deductible temporary differences and tax losses previously not recognised | (117,513 | ) | (238,728 | ) | |||
Unrecognised taxable temporary differences relating to equity investments | — | (351,846 | ) | ||||
True-up adjustments in respect of prior year's annual income tax filings and others | (19,791 | ) | 24,446 | ||||
Income tax expense/(benefit) | 404,172 | (230,147 | ) | ||||
Effective tax rate | 24 | % | (168% | ) |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
32. | EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | |
(a) | Basic | |
The basic earnings per share amount is calculated by dividing the earnings attributable to ordinary shareholders of the parent by the weighted average number of shares in issue during the year. |
2016 | 2015 | |||||||
(restated | ) | |||||||
Profit attributable to owners of the parent (RMB) | 402,494,060 | 148,622,452 | ||||||
Other equity instruments' distribution (RMB) | (110,000,000 | ) | (19,287,671 | ) | ||||
292,494,060 | 129,334,781 | |||||||
Weighted average number of ordinary shares in issue | 14,903,798,236 | 14,272,716,517 | ||||||
Basic earnings per share (RMB) | 0.02 | 0.01 |
(b) | Diluted | |
The diluted earnings per share amounts for the years ended 31 December 2016 and 2015 are the same as the basic earnings per share amounts as there were no dilutive potential shares during those years. | ||
33. | DIVIDENDS | |
According to the articles of association of the Company, the Company considers the maximum limit of profit appropriation to its shareholders is the lowest of: | ||
(i) | the sum of the net profit and the opening retained earnings for the current period in accordance with IFRSs; | |
(ii) | the sum of the net profit and the opening retained earnings for the current period in accordance with the PRC Accounting Standards for Business Enterprises; and | |
(iii) | the amount limited by the Company Law of the PRC. | |
. | According to the resolution of the Board of Directors dated 23 March 2017, the directors did not propose any final dividend for the year ended 31 December 2016, which is to be approved by the shareholders. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
34. | NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
2016 | 2015 | ||||||
Notes | (restated) | ||||||
Cash flows generated from operating activities | |||||||
Profit before income tax | 1,659,627 | 136,866 | |||||
Adjustments for: | |||||||
Share of profits and losses of joint ventures | 9(a) | 95,508 | (23,238) | ||||
Share of profits and losses of associates | 9(b) | (115,091) | (284,531) | ||||
Depreciation of property, plant and equipment | 6 | 6,560,795 | 6,931,721 | ||||
Depreciation of investment properties | 7 | 1,266 | – | ||||
Gain on disposal of other property, plant and equipment and land use rights, net | 27 | (245,248) | (2,317,874) | ||||
Gain on disposal of the Environmental Protection Businesses | 27 | (571,270) | – | ||||
Impairment losses on property, plant and equipment | 6 | 57,080 | 10,011 | ||||
Amortisation of intangible assets | 5 | 243,771 | 255,098 | ||||
Amortisation of land use rights | 8 | 99,197 | 103,932 | ||||
Amortisation of prepaid expenses included in other non-current assets | 64,918 | 83,992 | |||||
Realised and unrealised losses on futures, option and forward contracts | 27 | 1,135,682 | 690,818 | ||||
Gain on disposal of Shanxi Huaxing | – | (2,588,134) | |||||
Gain on disposal of investments in associates | 27 | (128,833) | (832,369) | ||||
Gain on disposal of and dividends from available-for-sale investments | 27 | (125,024) | – | ||||
Receipt of government subsidies | (207,146) | (282,635) | |||||
Interest income | (353,535) | (340,278) | |||||
Finance cost | 28 | 5,004,715 | 5,960,993 | ||||
Gain on financial products | 27 | (15,905) | (38,469) | ||||
Change in special reserve | 9,807 | (103,364) | |||||
Others | (7,531) | 15,790 | |||||
13,162,783 | 7,378,329 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
34. | NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (Continued) |
2016 | 2015 | ||||||
(restated | ) | ||||||
Cash flows generated from operating activities (continued) | |||||||
Changes in working capital: | |||||||
Decrease in inventories | 2,437,326 | 1,793,787 | |||||
Increase in trade and notes receivables | (3,664,653 | ) | (68,353 | ) | |||
Decrease/(increase) in other current assets | 3,460,225 | (815,194 | ) | ||||
Increase in restricted cash | (264,508 | ) | (109,542 | ) | |||
Increase in other non-current assets | (133,249 | ) | (566,664 | ) | |||
Decrease in trade and notes payables | (3,447,633 | ) | (621,708 | ) | |||
Increase in other payables and accrued liabilities | 39,120 | 1,045,773 | |||||
Decrease in other non-current liabilities | (15,804 | ) | (461,995 | ) | |||
Cash generated from operations | 11,573,607 | 7,574,433 | |||||
PRC corporate income taxes paid | (54,933 | ) | (277,378 | ) | |||
Net cash generated from operating activities | 11,518,674 | 7,297,055 | |||||
Non-cash transactions of investing activities and financing activities | |||||||
Capital injection in an associate and joint ventures by non-cash assets | 371,051 | 793,364 | |||||
Endorsement of notes receivable accepted from sale of goods or services for purchase of property, plant and equipment | 1,568,488 | 1,342,759 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS |
The Company is controlled by Chinalco, the parent company and a state-owned enterprise established in the PRC. Chinalco itself is controlled by the PRC government, which also owns a significant portion of the productive assets in the PRC. In accordance with IAS 24 Related Party Disclosures, government-related entities and their subsidiaries, directly or indirectly controlled, jointly controlled or significantly influenced by the PRC government are defined as related parties of the Group. On that basis, related parties include Chinalco and its subsidiaries (other than the Group), other government-related entities and their subsidiaries ("other state-owned enterprises"), other entities and corporations over which the Company is able to control or exercise significant influence and key management personnel of the Company and Chinalco as well as their close family members. | |
. | For the purpose of the related party transaction disclosures, the directors of the Company consider that meaningful information in respect of related party transactions has been adequately disclosed. |
In addition to the related party information and transactions disclosed elsewhere in the consolidated financial statements, the following is a summary of significant related party transactions in the ordinary course of business between the Group and its related parties during the year. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | |
(a) | Significant related party transactions |
2016 | 2015 | |||||||||
Notes | (restated | ) | ||||||||
Sales of goods and services rendered: | ||||||||||
Sales of materials and finished goods to: | ||||||||||
Chinalco and its subsidiaries | (ix | ) | 10,370,836 | 10,997,417 | ||||||
Associates of Chinalco | 688,308 | 703,628 | ||||||||
Joint ventures | 648,145 | 79,034 | ||||||||
Associates | 605,449 | 2,165,445 | ||||||||
12,312,738 | 13,945,524 | |||||||||
Provision of engineering, construction and supervisory services to: | (iii | ) | ||||||||
Chinalco and its subsidiaries | (ix | ) | 96,527 | 46,328 | ||||||
Joint ventures | 41,423 | — | ||||||||
137,950 | 46,328 | |||||||||
Provision of utility services to: | (ii | ) | ||||||||
Chinalco and its subsidiaries | (ix | ) | 567,628 | 314,544 | ||||||
Associates of Chinalco | 4,444 | 14,803 | ||||||||
A joint venture | 3,031 | — | ||||||||
Associates | 584 | 553 | ||||||||
575,687 | 329,900 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | |
(a) | Significant related party transactions (Continued) |
2016 | 2015 | ||||||||||
Notes | (restated | ) | |||||||||
Sales of goods and services rendered: (continued) | |||||||||||
Rental revenue of land use rights and buildings to: | (vi | ) | |||||||||
Chinalco and its subsidiaries | (ix | ) | 33,231 | 34,281 | |||||||
Associates of Chinalco | — | 249 | |||||||||
33,231 | 34,530 | ||||||||||
Purchases of goods and services: | |||||||||||
Purchases of engineering, construction and supervisory services from: | (iii | ) | |||||||||
Chinalco and its subsidiaries | (ix | ) | 1,525,349 | 1,737,344 | |||||||
Purchases of key and auxiliary materials, equipment and finished goods from: | (iv | ) | |||||||||
Chinalco and its subsidiaries | (ix | ) | 1,600,770 | 1,640,051 | |||||||
Joint ventures | 3,799,116 | 1,276,078 | |||||||||
Associates | 31,413 | 414,539 | |||||||||
5,431,299 | 3,330,668 | ||||||||||
Provision of social services and logistics services by: | (v | ) | |||||||||
Chinalco and its subsidiaries | (ix | ) | 307,354 | 324,872 | |||||||
Provision of utility services by: | (ii | ) | |||||||||
Chinalco and its subsidiaries | (ix | ) | 688,513 | 643,597 | |||||||
Joint ventures | 3,386 | — | |||||||||
691,899 | 643,597 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | |
(a) | Significant related party transactions (Continued) |
2016 | 2015 | |||||||||
Notes | (restated | ) | ||||||||
Purchases of goods and services: (continued) | ||||||||||
Provision of product processing services by: | (vii) | |||||||||
Chinalco and its subsidiaries | (ix) | — | 62,623 | |||||||
Provision of other services by: | ||||||||||
A joint venture | 151,552 | — | ||||||||
Rental expenses for buildings and land use rights charged by: | (vi) | |||||||||
Chinalco and its subsidiaries | (ix) | 509,558 | 590,657 | |||||||
Joint ventures | 126 | — | ||||||||
509,684 | 590,657 | |||||||||
Other significant related party transactions: | ||||||||||
Borrowing from a subsidiary of Chinalco | (viii), (ix) | 5,145,959 | 5,929,000 | |||||||
Interest expense on borrowings and discounted notes from subsidiaries of Chinalco | 226,118 | 140,410 | ||||||||
Entrusted loans and other borrowings to: | ||||||||||
Joint ventures | 212,400 | 140,000 | ||||||||
Interest income on entrusted loans and other borrowings: | ||||||||||
Joint ventures | 31,373 | 14,061 | ||||||||
Interest income from the unpaid disposal proceeds from: | ||||||||||
Chinalco and its subsidiaries | 246,149 | 326,217 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | |
(a) | Significant related party transactions (Continued) |
2016 | 2015 | |||||||||
Notes | (restated | ) | ||||||||
Disposal of assets under a sale and leaseback contract to a subsidiary of Chinalco | (xiii) | 1,040,000 | 1,150,000 | |||||||
Finance lease under a sale and leaseback contract from a subsidiary of Chinalco | (xiii), (ix) | 1,040,036 | 1,150,064 | |||||||
Discounted notes receivable to a subsidiary of Chinalco | 40,200 | 122,000 | ||||||||
Provision of financial guarantees to: | ||||||||||
Joint ventures | (x), (xi) | 24,245 | 340,900 | |||||||
An associate | (xii) | — | 17,470 | |||||||
24,245 | 358,370 | |||||||||
Financial guarantees provided by: | ||||||||||
Subsidiaries of Chinalco | 19(e) | 23,000 | 27,000 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | |||
(a) | Significant related party transactions (Continued) | |||
All transactions with related parties were conducted at prices and on terms mutually agreed by the parties involved, which are determined as follows: | ||||
(i) | Sales of materials and finished goods comprised sales of alumina, primary aluminum, copper and scrap materials. Transactions entered into are covered by general agreements on mutual provision of production supplies and ancillary services. The pricing policy is summarised below: | |||
1. | The price prescribed by the PRC government ("state-prescribed price") is adopted; | |||
2. | If there is no state-prescribed price, state-guidance price is adopted; | |||
3. | If there is neither state-prescribed price nor state-guidance price, then the market price (being price charged to and from independent third parties) is adopted; and | |||
4. | If none of the above is available, then the adoption of a contractual price (being reasonable costs incurred in providing the relevant services plus not more than 5% of such costs is adopted). | |||
(ii) | Utility services, including electricity, gas, heat and water, are provided at the state-prescribed price. | |||
(iii) | Engineering, project construction and supervisory services were provided for construction projects of the Group. The state-guidance price or prevailing market price (including the tender price where by way of tender) is adopted for pricing purposes. | |||
(iv) | The pricing policy for purchases of key and auxiliary materials (including bauxite, limestone, carbon, cement and coal) is the same as that set out in (i) above. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | ||
(a) | Significant related party transactions (Continued) | ||
(v) | Social services and logistics services provided by Chinalco Group cover public security, fire services, education and training, school and hospital services, cultural and physical education, newspaper and magazines, broadcasting and printing as well as property management, environmental and hygiene, greenery, nurseries and kindergartens, sanatoriums, canteens and offices, public transport and retirement management and other services. Provisions of these services are covered by the Comprehensive Social and Logistics Services Agreement. The pricing policy is the same as that set out in (i) above. | ||
(vi) | Pursuant to the Land Use Rights Lease Agreements entered into between the Group and Chinalco Group, operating leases for industrial or commercial land are charged at the market rent rate. The Group also entered into a building rental agreement with Chinalco Group and paid rent based on the market rate for its lease of buildings owned by Chinalco. | ||
(vii) | The pricing policy for product processing services is the same as that set out in (i) above. | ||
(viii) | Chinalco Finance, a wholly-owned subsidiary of Chinalco and a non-bank financial institution established in the PRC, provides deposit services, credit services and miscellaneous financial services to the Group. The terms for the provision of financial services to the Group are no less favourable than those of the same type of financial services provided by Chinalco Finance to Chinalco and other members of its group or those of the same type of financial services that may be provided to the Group by other financial institutions. | ||
(ix) | These related party transactions also constitute connected transactions or continuing connected transactions as defined in Chapter 14A of the Listing Rules. | ||
(x) | In December 2006, Ningxia Energy, a subsidiary of the Company, entered into a financial guarantee contract with China Construction Bank providing a financial guarantee to Tian Jing Shen Zhou Wind Power Co., Ltd, a joint venture of the Company, for its 14-year bank loan amounting to RMB35 million. As at 31 December 2016, the outstanding amount of the guarantee was RMB24 million. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | ||
(a) | Significant related party transactions (Continued) | ||
(xi) | In March 2013, the Company entered into a guarantee agreement with China Development Bank, together with other shareholders of Xinyugou Coal Co., Ltd.* ("山西介休鑫峪溝煤業有限公司") ("Xinyugou Goal"), a joint venture of the Company, and pursuant to the guarantee agreement, the Company provided a financial guarantee to loans up to RMB1,020 million of Xinyugou Coal, in proportion to its 34% shareholding. In August 2016, Xinyugou Coal was default in repayment of bank loans and interests of RMB914 million and RMB101 million respectively. Based on the agreement entered among the Company, Xinyugou Coal, one of its other shareholders and China Development Bank on 31 August 2016, and pursuant to the agreement, the Company fulfilled its guarantee obligation by paying RMB336 million to China Development Bank, and the related financial guarantee was released. | ||
(xii) | In February 2014, Shanxi Huasheng, a subsidiary of the Company, entered into a financial guarantee contract with Shanghai Pudong Development Bank providing a financial guarantee to Xingshengyuan Coal Co., Ltd* ("霍州煤電集團興盛園煤業有限責任公司") ("Xingshengyuan Coal") an associate of the Company, for its bank loan up to RMB200 million, in proportion of the 43.03% shareholding in Xingshengyuan Coal. In 2016, Xingshengyuan Coal repaid the bank loan in full, and the guarantee has been released. | ||
(xiii) | As disclosed in note 20, the Group has entered into several sales and lease leaseback contracts with CFL. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | ||
(a) | Significant related party transactions (Continued) | ||
(xiv) | As disclosed in note 38, on 1 January 2016, Chalco Shandong swapped certain assets and liabilities to acquire a business from Shandong Aluminum, which constituted a related party transaction. | ||
As disclosed in note 38, the Group acquired relevant assets and employees of pseudoboehmite and activated silicon powder production lines of Science and Technology Chemical Company from Shanxi Aluminum Plant, which also constituted a related party transaction. | |||
As disclosed in note 38, the Group acquired the 33% and 33% equity interests in Xinghua Technology from Shandong Aluminum and Shanxi Aluminum Plant, respectively, which constituted a related party transaction. | |||
As disclosed in note 38, the Group acquired the 60% equity interest of Chinalco Shanghai from Chinalco, which also constituted a related party transaction. | |||
(xv) | In November 2015, the Company and Chinalco Capital, a subsidiary of Chinalco, entered into a capital contribution agreement (the "Capital Contribution Agreement"), pursuant to which the Company made a capital injection to Chinalco Capital by the 15% equity interest held by the Company in ABC-CA Fund Management Co., Ltd. ("農銀匯理基金管理有限公司") ("ABC–CA") with appraised value of RMB283.15 million and cash of RMB150 million totalling RMB433.15 million. The Company completed the capital injection of 15% equity interest of ABC-CA in June 2016 which constituted a related party transaction. | ||
(xvi) | Disposal of non-core assets | ||
On 30 March 2016, Chalco Shandong, Chalco Shanxi Branch and Chalco Henan Branch entered into asset transfer agreements to transfer certain non-core assets to Shandong Aluminum, Shanxi Aluminum Plant and China Great Wall Aluminum Corporation, respectively, which are all subsidiaries of Chinalco. The total consideration was RMB474.62 million which was determined based on the valuation reports of the assets disposed of on the valuation base date as at 29 February 2016. The carrying value of the assets disposed of amounted to RMB279.19 million and the Group recognised a disposal gain of RMB195.43 million. The transactions were completed on 31 March 2016. Pursuant to the asset transfer agreements, the considerations will be paid in two instalments. In 2016, Shanxi Aluminum Plant and China Great Wall Aluminum Corporation paid the first instalment amounting to RMB120.04 million by notes receivables, and Shandong Aluminum settled its payment by offsetting receivables amounting to RMB76.62 million. As at 31 December 2016, the remaining consideration amounting to RMB277.96 million would be paid by 30 March 2017. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) | ||
(a) | Significant related party transactions (Continued) | ||
(xvii) | Disposal of businesses | ||
As disclosed in note 39, on 30 June 2016, the Group transferred the Environmental Protection Business to Aluminum SPC, which constituted a related party transaction. | |||
(xviii) | Cooperative exploration of Maochang Mine | ||
On 28 June 2016, the Company and Chinalco entered into a cooperative exploration agreement, pursuant to which the Company and Chinalco contributed construction investment and mining rights of RMB660 million and RMB475 million, respectively, representing 58.15% and 41.85%, respectively. The Company and Chinalco are entitled to the share of profits derived from Maochang Mine based on their respective percentage of assets contributed and mine rights, respectively, for the period from 1 July 2016 to 30 December 2038. | |||
On 28 June 2016, the Company also entered into a Profit Sharing Rights Transfer Agreement with Chinalco, pursuant to which the Group acquired 80% of Chinalco's Profit Sharing Rights in Maochang Mine at the consideration of RMB349.95 million which is determined by both parties with reference to the appraised value provided by an independent qualified valuer. The consideration will be paid in cash by the Group by instalment of RMB120 million, RMB135 million and RMB94.95 million in 2016, 2017 and 2018, respectively. The Group recorded the profit sharing rights purchased from Chinalco as an intangible asset at the present value of the cash consideration instalments and related transaction costs totalling RMB335.41 million. | |||
As at 31 December 2016, Maochang Mine was still in construction stage and no profit was distributed under the cooperative exploration agreement in the year then ended. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) |
(a) | Significant related party transactions (Continued) | |
During the years ended 31 December 2016 and 2015, the Group's significant transactions with entities directly or indirectly owned or controlled by the government through its agencies, affiliates or other organisations (collectively "State-owned Enterprises" ("SOEs")) (excluding Chinalco and its subsidiaries) constituted a large portion of its sales of goods and purchases of raw materials, electricity, property, plant and equipment and services. In addition, substantially all restricted cash, time deposits, cash and cash equivalents and borrowings as at 31 December 2016 and 2015 and the relevant interest earned or paid during the year were transacted with banks and other financial institutions which are controlled by the PRC government. In the opinion of the directors of the Company, the transactions with SOEs are activities conducted in the ordinary course of business, and the dealings of the Group have not been significantly or unduly affected by the fact that the Group and those SOEs are ultimately controlled or owned by the PRC government. The Group has also established pricing policies for rendered services and such pricing policies do not depend on whether or not the customers are SOEs. |
* | The English names represent the best effort made by the management of the Group in translating their Chinese names as they do not have any official English names. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) |
(b) | Balances with related parties | |
Other than those disclosed elsewhere in the consolidated financial statements, the outstanding balances with related parties at the year end are as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated) | |||||||
Cash and cash equivalents deposited with | |||||||
A subsidiary of Chinalco (Note) | 7,073,289 | 7,585,515 | |||||
Trade and notes receivables | |||||||
Chinalco and its subsidiaries | 1,093,378 | 849,417 | |||||
Associates of Chinalco | 10,200 | 23 | |||||
Joint ventures | 38,055 | 28,268 | |||||
1,141,633 | 877,708 | ||||||
Provision for impairment of receivables | (78,262 | ) | (125,694 | ) | |||
1,063,371 | 752,014 |
Note: | On 26 August 2011, the Company entered into an agreement with Chinalco Finance, pursuant to which, Chinalco Finance agreed to provide deposit services, credit services and other financial services to the Group. On 24 August 2012 and 28 April 2015, the Company renewed the financial service agreement with Chinalco Finance with a validation term of three years ending on 25 August 2018. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) |
(b) | Balances with related parties (Continued) |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated) | |||||||
Other current assets | |||||||
Chinalco and its subsidiaries | 5,065,589 | 4,830,463 | |||||
Joint ventures | 2,092,369 | 1,354,427 | |||||
Associates | 73,546 | 84,511 | |||||
7,231,504 | 6,269,401 | ||||||
Provision for impairment of other current assets | (48,510 | ) | (49,013 | ) | |||
7,182,994 | 6,220,388 | ||||||
Other non-current assets | |||||||
Chinalco and its subsidiaries | 27,946 | 4,252,776 | |||||
Joint ventures | 112,403 | 409,251 | |||||
Associates | 111,846 | 111,846 | |||||
252,195 | 4,773,873 | ||||||
Borrowings and finance lease payable | |||||||
Subsidiaries of Chinalco | 6,051,288 | 6,370,365 | |||||
Trade and notes payables | |||||||
Chinalco and its subsidiaries | 356,497 | 563,377 | |||||
Joint ventures | 300 | 160,215 | |||||
356,797 | 723,592 | ||||||
Other payables and accrued liabilities | |||||||
Chinalco and its subsidiaries | 1,538,167 | 1,594,175 | |||||
Associates of Chinalco | 1,149 | 171 | |||||
Associates | 53,000 | 1,019 | |||||
Joint ventures | 159,669 | 62,613 | |||||
1,751,985 | 1,657,978 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
35. | SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS (Continued) |
(b) | Balances with related parties (Continued) | |
As at 31 December 2016, included in long-term loans and borrowings and short-term loans and borrowings were from other state-owned enterprises amounting to RMB27,788 million (31 December 2015: RMB31,695 million (restated)) and RMB39,698 million (31 December 2015: RMB51,038 million (restated)). | ||
The terms of all balances with the exception of the entrusted loans were unsecured and were in accordance with terms as set out in the respective agreements or as mutually agreed between the parties concerned. | ||
(c) | Compensation of key management personnel |
2016 | 2015 | ||||||
Fees | 762 | 653 | |||||
Basic salaries, housing fund, other allowances and benefits in kind | 2,542 | 3,202 | |||||
Discretionary bonuses | — | — | |||||
Pension costs | 277 | 221 | |||||
3,581 | 4,076 |
Details of directors' and senior management's remuneration are included in note 30 to the financial statements. | ||
(d) | Commitments with related parties | |
As at 31 December 2016 and 2015, except for the other capital commitments disclosed in note 42(c) to these financial statements, the Group had no significant commitments with related parties. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT |
36.1 | Financial risk management | |
The Group's activities expose it to a variety of financial risks, including market risk (including foreign currency risk, cash flow and fair value interest rate risk and commodity price risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise the potential adverse effects on the Group's financial performance. | ||
Risk management is carried out by the treasury management department (the "Group Treasury") under policies approved by the board of directors of the Company. The Group Treasury identifies, evaluates and hedges financial risks through close co-operation with the Group's operating units. |
(a) | Market risk |
(i) | Foreign currency risk | |
Foreign currency risk primarily arises from certain significant foreign currency deposits, trade and notes receivables, trade and notes payables, receivable from a subsidiary of Chinalco due to disposal of an entity in the preceding year, advances paid to suppliers, and short-term and long-term loans denominated in United States dollars ("USD"), Australian dollars ("AUD"), Euro ("EUR"), Japanese yen ("JPY"), Indonesian Rupiah ("IDR") and Hong Kong dollars ("HKD"). Related exposures are disclosed in notes 14, 15, 16, 19, 22, 23 and 40 to the financial statements, respectively. The Group Treasury closely monitors the international foreign currency market on the change of exchange rates and takes these into consideration when investing in foreign currency deposits and borrowing loans. As at 31 December 2016, the Group only had significant exposure to USD. | ||
As at 31 December 2016, if RMB had strengthened/weakened by 5% against USD with all other variables held constant, the profit for the year would have been approximately RMB269 million lower/higher (2015: 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 more sensitive to the fluctuation in the RMB/USD exchange rates in 2016 than in 2015, mainly due to the increase in the USD denominated cash and receivables. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(a) | Market risk (Continued) |
(i) | Foreign currency risk (Continued) | |
As the assets and liabilities denominated in other foreign currencies other than USD were relatively minimal to the total assets and liabilities of the Group, the directors of the Company are of the opinion that the Group was not exposed to any significant foreign currency risk arising from these foreign currency denominated assets and liabilities as at 31 December 2016 and 2015. | ||
(ii) | Interest rate risk | |
As at 31 December 2016, as the Group had no significant interest-bearing assets except for bank deposits (note 16), entrusted loans (note 15), receivables arising from disposal of business (note 15), a prepayment paid to a supplier (note 15) and a loan to Shanxi Huaxing (note 12), the Group's income and operating cash flows are substantially independent of changes in market interest rates. | ||
Most of the bank deposits are maintained in savings and time deposit accounts in the PRC. The interest rates are regulated by the People's Bank of China and the Group Treasury closely monitors the fluctuation on such rates periodically. The interest rates of entrusted loans and a deposit paid to a supplier are fixed, the interest rate of the receivables from disposal of businesses to Chinalco is at the rate of one-year bank loan determined by the 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 businesses were relatively low and the interest rates applied to the entrusted loans and a prepayment paid to a supplier were fixed, the directors of the Company are of the opinion that the Group was not exposed to any significant interest rate risk for its financial assets held as at 31 December 2016 and 2015. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(a) | Market risk (Continued) |
(ii) | Interest rate risk (Continued) | |
The interest rate risk for the Group's financial liabilities primarily arises from interest-bearing loans. Loans borrowed at floating interest rates expose the Group to cash flow interest rate risk. The exposures to these risks are disclosed separately in note 19. The Group enters into debt obligations to support general corporate purposes including capital expenditures and working capital needs. The Group Treasury closely monitors market interest rates and maintains a balance between variable rate and fixed rate borrowings in order to reduce the exposures to the interest rate risk described above. | ||
As at 31 December 2016, if interest rates had been 100 basis points (31 December 2015: 100 basis points) higher/lower for bank and other loans borrowed at floating interest rates with all other variables held constant, net profit for the year would have been RMB479 million lower/higher (2015: RMB508 million (restated)), respectively, mainly as a result of the higher/lower interest expense on floating rate borrowings. | ||
The fair value interest rate risk of the Group mainly arises from long-term bonds, medium-term notes and short-term bonds issued at fixed rates. As the fluctuation of comparable interest rates of corporate bonds with similar terms was relatively low, the directors of the Company are of the opinion that the Group is not exposed to any significant fair value interest rate risk for its fixed interest rate borrowings held as at 31 December 2016 and 2015. | ||
(iii) | Commodity price risk | |
The Group uses futures and option contracts to reduce its exposure to fluctuations in the price of primary aluminum and other products. The Group uses the futures contract for hedging other than speculation. With reference to the hedgings of primary aluminum, production company hedges the output of primary aluminum and trading company hedges the quantities of buyout and self-supporting. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(a) | Market risk (Continued) |
(iii) | Commodity price risk (Continued) | |
The Group uses mainly futures contracts and option contracts traded on the Shanghai Futures Exchange and London Metal Exchange ("LME") to hedge against fluctuations in primary aluminum prices. As at 31 December 2016, the fair values of the outstanding futures contracts amounting to RMB55 million (31 December 2015: RMB2 million) and RMB3 million (31 December 2015: RMB11 million) were recognised in financial assets and financial liabilities at fair value through profit or loss, respectively. As at 31 December 2016, the fair value of the outstanding options contracts amounting to RMB0.1 million (31 December 2015: RMB151 million) was recognised in financial liabilities at fair value through profit or loss. | ||
As at 31 December 2016, if the commodity futures prices had increased/decreased by 3% (31 December 2015: 3%) and all other variables held constant, profit for the year would have changed by the amounts shown below: |
2016 | 2015 | |||
Primary aluminum | Decrease/increase RMB6.761 million | Decrease/increase RMB43.776 million | ||
Copper | Decrease/increase RMB4.085 million | Decrease/increase RMB1.736 million | ||
Zinc | Decrease/increase RMB0.752 million | Increase/decrease RMB0.144 million | ||
Lead | Increase/decrease RMB0.066 million | N/A | ||
Coal | Decrease/increase RMB1.103 million | N/A |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(b) | 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. The carrying amounts of short-term investments and these receivables included in notes 10, 12, 14, and 15 represent the Group's maximum exposure to credit risk in relation to its financial assets. The Group also provided financial guarantees to certain subsidiaries, a joint venture as well as a third party. The guarantees to joint ventures and an associate mentioned in note 35 represented the Group's maximum exposure to credit risk in relation to its guarantees to a joint venture. As at 31 December 2016, balance of the guarantees provided to a third party amounted to RMB8 million. | ||
The Group maintains substantially all of its bank balances and cash and short-term investments in several major state-owned banks in the PRC. With strong support from the PRC government to these state-owned banks, the directors of the Company are of the opinion that there is no significant credit risk on such assets being exposed to losses. | ||
With regard to receivables, the marketing department assesses the credit quality of the customers and their related parties, taking into account their financial positions, past experience and other factors. The Group performs periodic credit evaluations of its customers and considers that adequate provision for impairment of receivables has been made in the financial statements. Management does not expect any further losses from non-performance by these counterparties. The Group holds collateral for some entrusted loans. As at 31 December 2016, the Group had receivables amounting to RMB4,470 million from Chinalco and its subsidiaries which arose from the disposal of business. Chinalco and its subsidiaries have settled the receivables and the related interest thereof in accordance with the payment terms. Therefore, the Group considers that there is no material credit risk related to the above-mentioned receivables. | ||
For the year ended 31 December 2016, revenues of approximately RMB30,940 million (2015: RMB31,818 million) were derived from entities directly or indirectly owned or controlled by the PRC government including Chinalco. There were no other individual customers from whom the Group has derived revenue of more than 10% of the Group's revenue during the years ended 31 December 2016 and 2015. Thus, the directors of the Company are of the opinion that the Group was not exposed to any significant concentration of credit risk as at 31 December 2016 and 2015. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(c) | Liquidity risk | |
Cash flow forecast is performed in the operating entities of the Group and aggregated by the Group Treasury. The Group Treasury monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. This forecast takes into consideration of the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable, external regulatory or legal requirements, for example, currency restrictions. | ||
As at 31 December 2016, the Group had total banking facilities of approximately RMB134,235 million of which amounts totalling RMB61,980 million have been utilised as at 31 December 2016. Banking facilities of approximately RMB67,510 million will be subject to renewal during the next 12 months. The directors of the Company are confident that such banking facilities can be renewed upon expiration based on their past experience and good credit standing. | ||
In addition, as at 31 December 2016, the Group had credit facilities through its futures agent at the LME amounting to USD120 million (equivalent to RMB832 million) (31 December 2015: USD120 million (equivalent to RMB799 million)), of which USD50 million (equivalent to RMB344 million) (31 December 2015: USD58 million (equivalent to RMB376 million)) has been utilised. The futures agent has the right to adjust the related credit facilities. | ||
Management also monitors rolling forecasts of the Group's liquidity reserve on the basis of expected cash flows. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(c) | Liquidity risk (Continued) | |
The table below analyses the maturity profile of the Group's financial liabilities as at the end of the reporting period. The amounts disclosed in the table are the contractual undiscounted cash flows. |
Within 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total | ||||||||||||
As at 31 December 2016 | ||||||||||||||||
Finance lease payables, including current portion | 2,253,720 | 2,068,315 | 2,895,251 | — | 7,217,286 | |||||||||||
Long-term bank and other loans, including current portion | 4,725,151 | 8,000,722 | 10,275,883 | 8,698,516 | 31,700,272 | |||||||||||
Long-term bonds | 2,000,000 | — | — | — | 2,000,000 | |||||||||||
Medium-term notes and bonds, including current portion | 6,400,000 | 12,500,000 | 3,215,000 | — | 22,115,000 | |||||||||||
Short-term bonds | 7,900,000 | — | — | — | 7,900,000 | |||||||||||
Gold leasing arrangement | 3,000,000 | — | — | — | 3,000,000 | |||||||||||
Short-term bank and other loans | 32,154,825 | — | — | — | 32,154,825 | |||||||||||
Interest payables for borrowings | 6,045,284 | 1,701,480 | 2,436,061 | 470,469 | 10,653,294 | |||||||||||
Financial liabilities at fair value through profit or loss | 3,575 | — | — | — | 3,575 | |||||||||||
Financial liabilities included in other payables and accrued liabilities, excluding accrued interest | 8,495,713 | — | — | — | 8,495,713 | |||||||||||
Financial liabilities included in other non-current liabilities (Note) | — | 218,201 | 330,021 | 405,261 | 953,483 | |||||||||||
Trade and notes payables | 11,285,334 | — | — | — | 11,285,334 | |||||||||||
84,263,602 | 24,488,718 | 19,152,216 | 9,574,246 | 137,478,782 |
Note: | As disclosed in note 21, as at 31 December 2016, the carrying value of financial liabilities included in other non-current liabilities was RMB790 million (31 December 2015: RMB798 million). |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.1 | Financial risk management (Continued) |
(c) | Liquidity risk (Continued) |
Within 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total | ||||||||||||
As at 31 December 2015 (restated) | ||||||||||||||||
Finance lease payables, including current portion | 1,839,080 | 1,824,654 | 3,765,416 | — | 7,429,150 | |||||||||||
Long-term bank and other loans, including current portion | 4,605,511 | 4,866,785 | 13,894,703 | 9,244,752 | 32,611,751 | |||||||||||
Long-term bonds | — | 2,000,000 | — | — | 2,000,000 | |||||||||||
Medium-term notes and bonds, including current portion | 6,900,000 | 6,400,000 | 12,500,000 | — | 25,800,000 | |||||||||||
Short-term bonds | 6,600,000 | — | — | — | 6,600,000 | |||||||||||
Short-term bank and other loans | 35,064,287 | — | — | — | 35,064,287 | |||||||||||
Interest payables for borrowings | 6,065,098 | 2,504,936 | 2,889,307 | 511,439 | 11,970,780 | |||||||||||
Financial liabilities at fair value through profit or loss | 161,700 | — | — | — | 161,700 | |||||||||||
Financial liabilities included in other payables and accrued liabilities, excluding accrued interest | 8,017,699 | — | — | — | 8,017,699 | |||||||||||
Financial liabilities included in other non-current liabilities | — | 150,251 | 437,129 | 385,975 | 973,355 | |||||||||||
Trade and notes payables | 14,726,544 | — | — | — | 14,726,544 | |||||||||||
83,979,919 | 17,746,626 | 33,486,555 | 10,142,166 | 145,355,266 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments |
(a) | Financial instruments by category | |
The carrying amounts of each of the categories of financial instruments of the Group as at the end of the reporting period are as follows: | ||
Financial assets |
31 December 2016 | |||||||||||||
Financial assets at fair value through profit or loss | Loans and receivables | Available-for- sale financial investments | Total | ||||||||||
Current | |||||||||||||
Trade and notes receivables | — | 7,327,181 | — | 7,327,181 | |||||||||
Financial assets at fair value through profit or loss | 54,756 | — | — | 54,756 | |||||||||
Restricted cash and time deposits | — | 2,087,447 | — | 2,087,447 | |||||||||
Cash and cash equivalents | — | 23,808,048 | — | 23,808,048 | |||||||||
Financial assets included in other current assets | — | 10,662,053 | — | 10,662,053 | |||||||||
Subtotal | 54,756 | 43,884,729 | — | 43,939,485 | |||||||||
Non-current | |||||||||||||
Available-for-sale financial investments | — | — | 164,393 | 164,393 | |||||||||
Financial assets included in other non-current assets | — | 1,366,359 | — | 1,366,359 | |||||||||
Subtotal | — | 1,366,359 | 164,393 | 1,530,752 | |||||||||
Total | 54,756 | 45,251,088 | 164,393 | 45,470,237 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(a) | Financial instruments by category (Continued) | |
Financial liabilities |
31 December 2016 | ||||||||||
Financial liabilities at fair value through profit or loss | Financial liabilities at amortised cost | Total | ||||||||
Current | ||||||||||
Financial liabilities at fair value through profit or loss | 3,575 | — | 3,575 | |||||||
Interest-bearing loans and borrowings | — | 58,292,394 | 58,292,394 | |||||||
Financial liabilities included in other payables and accrued liabilities (note 22) | — | 9,564,370 | 9,564,370 | |||||||
Trade and notes payables | — | 11,285,334 | 11,285,334 | |||||||
Subtotal | 3,575 | 79,142,098 | 79,145,673 | |||||||
Non-current | ||||||||||
Financial liabilities included in other non-current liabilities (note 21) | — | 789,720 | 789,720 | |||||||
Interest-bearing loans and borrowings | — | 47,322,748 | 47,322,748 | |||||||
Subtotal | — | 48,112,468 | 48,112,468 | |||||||
Total | 3,575 | 127,254,566 | 127,258,141 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(a) | Financial instruments by category (Continued) | |
Financial assets |
31 December 2015 (restated) | |||||||||||||
Financial assets at fair value through profit or loss | Loans and receivables | Available-for- sale financial investments | Total | ||||||||||
Current | |||||||||||||
Trade and notes receivables | — | 5,143,486 | — | 5,143,486 | |||||||||
Available-for-sale financial investments | — | — | 224,820 | 224,820 | |||||||||
Financial assets at fair value through profit or loss | 2,058 | — | — | 2,058 | |||||||||
Restricted cash and time deposits | — | 1,801,239 | — | 1,801,239 | |||||||||
Cash and cash equivalents | — | 20,756,202 | — | 20,756,202 | |||||||||
Financial assets included in other current assets | — | 9,207,838 | — | 9,207,838 | |||||||||
Subtotal | 2,058 | 36,908,765 | 224,820 | 37,135,643 | |||||||||
Non-current | |||||||||||||
Available-for-sale financial investments | — | — | 130,440 | 130,440 | |||||||||
Financial assets included in other non-current assets | — | 6,057,461 | — | 6,057,461 | |||||||||
Subtotal | — | 6,057,461 | 130,440 | 6,187,901 | |||||||||
Total | 2,058 | 42,966,226 | 355,260 | 43,323,544 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(a) | Financial instruments by category (Continued) | |
Financial liabilities |
31 December 2015 (restated) | ||||||||||
Financial liabilities at fair value through profit or loss | Financial liabilities at amortised cost | Total | ||||||||
Current | ||||||||||
Financial liabilities at fair value through profit or loss | 161,700 | — | 161,700 | |||||||
Interest-bearing loans and borrowings | — | 54,761,255 | 54,761,255 | |||||||
Financial liabilities included in other payables and accrued liabilities | — | 9,130,548 | 9,130,548 | |||||||
Trade and notes payables | — | 14,726,544 | 14,726,544 | |||||||
Subtotal | 161,700 | 78,618,347 | 78,780,047 | |||||||
Non-current | ||||||||||
Financial liabilities included in other non-current liabilities | — | 797,994 | 797,994 | |||||||
Interest-bearing loans and borrowings | — | 54,000,874 | 54,000,874 | |||||||
Subtotal | — | 54,798,868 | 54,798,868 | |||||||
Total | 161,700 | 133,417,215 | 133,578,915 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy | |
Fair value | ||
The carrying amounts and fair values of the Group's financial instruments, other than those with carrying amounts that reasonably approximate to fair values and those carried at fair value, are as follows: |
Carrying amounts | Fair values | ||||||||||||
31 December | 31 December | 31 December | 31 December | ||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||
Financial assets | |||||||||||||
Financial assets included in other non-current assets (note 12) | 1,366,359 | 6,057,461 | 1,375,140 | 6,245,648 |
Carrying amounts | Fair values | ||||||||||||
31 December | 31 December | 31 December | 31 December | ||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||
(restated) | (restated) | ||||||||||||
Financial liabilities | |||||||||||||
Financial liabilities included in other non-current liabilities (note 21) | 789,720 | 797,994 | 789,720 | 797,994 | |||||||||
Long-term interest-bearing loans and borrowings (note 19) | 47,322,748 | 54,000,874 | 46,766,169 | 53,257,790 | |||||||||
48,112,468 | 54,798,868 | 47,555,889 | 54,055,784 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy (Continued) | |
Fair value (Continued) | ||
Management has assessed that the fair values of cash and cash equivalents, restricted cash and time deposits, trade and notes receivables, financial assets included in other current assets, entrusted loans, trade and notes payables, financial liabilities included in other payables and accrued liabilities, short-term and the current portion of interest-bearing loans and borrowings, interest payable and the current portion of long-term payables approximate to their carrying amounts largely due to the short term maturities of these instruments. | ||
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values: |
• | The fair values of the financial assets included in other non-current assets and financial liabilities included in other non-current liabilities have been calculated by discounting the expected future cash flows using rates currently available for instruments on with similar terms, credit risk and remaining maturities. | |
• | The fair values of long-term interest-bearing loans and borrowings have been calculated by discounting the expected future cash flows using rates currently available for instruments with similar terms, credit risk and remaining maturities. |
The Group's own non-performance risk for financial liabilities included in other non-current liabilities and long-term interest-bearing loans and borrowings as at 31 December 2016 was assessed to be insignificant. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy (Continued) | |
Fair value hierarchy | ||
The following tables illustrate the fair value measurement hierarchy of the Group's financial instruments: | ||
Assets measured at fair value |
As at 31 December 2016 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Financial assets at fair value through profit or loss: | |||||||||||||
Futures contracts | 54,756 | — | — | 54,756 | |||||||||
Available-for-sale financial investments | 93,893 | — | — | 93,893 | |||||||||
148,649 | — | — | 148,649 |
As at 31 December 2015 | Fair value measurement using | ||||||||||||
Quoted prices in active markets | Significant observable inputs | Significant unobservable inputs | |||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||
Financial assets at fair value through profit or loss: | |||||||||||||
Futures contracts | 2,058 | — | — | 2,058 | |||||||||
Available for sale financial investments | 59,940 | 224,820 | — | 284,760 | |||||||||
61,998 | 224,820 | — | 286,818 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy (Continued) | |
Fair value hierarchy (Continued) | ||
Liabilities measured at fair value |
As at 31 December 2016 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Financial liabilities at fair value through profit or loss: | |||||||||||||
Futures contracts | 3,468 | — | — | 3,468 | |||||||||
European option contracts | — | 107 | — | 107 | |||||||||
3,468 | 107 | — | 3,575 |
As at 31 December 2015 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Financial liabilities at fair value through profit or loss: | |||||||||||||
Futures contracts | 10,719 | — | — | 10,719 | |||||||||
European option contracts | — | 150,981 | — | 150,981 | |||||||||
10,719 | 150,981 | — | 161,700 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy (Continued) | |
Fair value hierarchy (Continued) | ||
Assets for which fair values are disclosed |
As at 31 December 2016 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Loans and receivables: | |||||||||||||
Financial assets included in other non-current assets | — | 1,375,140 | — | 1,375,140 |
As at 31 December 2015 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Loans and receivables: | |||||||||||||
Financial assets included in other non-current assets | — | 6,245,648 | — | 6,245,648 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.2 | Financial instruments (Continued) |
(b) | Fair value and fair value hierarchy (Continued) | |
Fair value hierarchy (Continued) | ||
Liabilities for which fair values are disclosed |
As at 31 December 2016 | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Financial liabilities at amortised cost: | |||||||||||||
Financial liabilities included in other non-current liabilities | — | 789,720 | — | 789,720 | |||||||||
Long-term interest-bearing loans and borrowings | — | 46,766,169 | — | 46,766,169 | |||||||||
— | 47,555,889 | — | 47,555,889 |
As at 31 December 2015 (restated) | Fair value measurement using | ||||||||||||
Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | Total | ||||||||||
Financial liabilities at amortised cost: | |||||||||||||
Financial liabilities included in other non-current liabilities | — | 797,994 | — | 797,994 | |||||||||
Long-term interest-bearing loans and borrowings | — | 53,257,790 | — | 53,257,790 | |||||||||
— | 54,055,784 | — | 54,055,784 |
During the year ended 31 December, 2016, the Group had no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities (2015: Nil). |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
36. | FINANCIAL AND CAPITAL RISK MANAGEMENT (Continued) |
36.3 | Capital risk management |
The Group's capital management objectives are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. | ||
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debts. | ||
Consistent with other entities in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total liabilities (excluding deferred tax liabilities, income tax payable and deferred government grants) less restricted cash, time deposits and cash and cash equivalents. Total capital is calculated as equity, as shown in the consolidated statement of financial position, plus net debt less non-controlling interests. | ||
During 2016, the change in sales prices of the Group's primary products has advantageous impacted on the profitability of the Group. The gearing ratio as at 31 December 2016 is as follows: |
31 December | 31 December | ||||||
2016 | 2015 | ||||||
(restated) | |||||||
Total liabilities (excluding deferred tax liabilities, income tax payable and deferred government grants) | 131,681,814 | 137,585,822 | |||||
Less: restricted cash, time deposits and cash and cash equivalents | (25,895,495 | ) | (22,557,441 | ) | |||
Net debt | 105,786,319 | 115,028,381 | |||||
Total equity | 55,587,489 | 51,893,526 | |||||
Add: net debt | 105,786,319 | 115,028,381 | |||||
Less: non-controlling interests | (17,479,840 | ) | (11,937,634 | ) | |||
Total capital attributable to owners of the parent | 143,893,968 | 154,984,273 | |||||
Gearing ratio | 74% | 74% |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
37. | PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS |
Other than the senior perpetual securities issued by a subsidiary of the Group, which is disclosed in note 40, details of the Group's subsidiaries that have material non-controlling interests are set out below: |
2016 | 2015 | ||||||
Percentage of equity interest held by non-controlling interests | |||||||
Ningxia Energy | 29.18% | 29.18 | % | ||||
Shandong Huayu | 45.00% | 45.00 | % | ||||
Profit/(loss) for the year allocated to non-controlling interests | |||||||
Ningxia Energy | 53,667 | (29,716 | ) | ||||
Shandong Huayu | 79,621 | (21,459 | ) | ||||
Dividends distributed to non-controlling interests | |||||||
Ningxia Energy | 7,430 | 41,905 | |||||
Shandong Huayu | — | — | |||||
Accumulated balances of non-controlling interests at the reporting dates | |||||||
Ningxia Energy | 4,516,727 | 3,496,613 | |||||
Shandong Huayu | 822,327 | 742,704 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
37. | PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS (Continued) |
The following tables illustrate the summarised financial information of the above subsidiaries. The amounts disclosed are before any inter-company eliminations: |
2016 | Ningxia Energy | Shandong Huayu | |||||
Revenue | 4,170,859 | 2,500,353 | |||||
Total expenses | (4,064,127 | ) | (2,323,417 | ) | |||
Profit for the year | 106,732 | 176,936 | |||||
Total comprehensive income for the year | 106,732 | 176,936 | |||||
Current assets | 4,481,921 | 918,043 | |||||
Non-current assets | 30,633,509 | 2,231,424 | |||||
Current liabilities | (6,959,388 | ) | (1,331,872 | ) | |||
Non-current liabilities | (17,720,701 | ) | (1,100 | ) | |||
Net cash flows from/(used in) operating activities | 1,874,909 | (332,713 | ) | ||||
Net cash flows (used in)/from investing activities | (1,384,059 | ) | 32,753 | ||||
Net cash flows from/(used in) financing activities | 291,301 | (68,627 | ) | ||||
Effect of foreign exchange rate changes, net | — | — | |||||
Net increase/(decrease) in cash and cash equivalents | 782,151 | (368,587 | ) |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
37. | PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS (Continued) |
2015 | Ningxia Energy | Shandong Huayu | |||||
Revenue | 3,929,406 | 2,355,849 | |||||
Total expenses | (3,981,824 | ) | (2,403,535 | ) | |||
Loss for the year | (52,418 | ) | (47,686 | ) | |||
Total comprehensive loss for the year | (52,418 | ) | (47,686 | ) | |||
Current assets | 3,392,945 | 930,275 | |||||
Non-current assets | 30,534,583 | 2,461,806 | |||||
Current liabilities | (6,507,721 | ) | (1,751,726 | ) | |||
Non-current liabilities | (18,229,159 | ) | (1,110 | ) | |||
Net cash flows from operating activities | 2,281,584 | 261,886 | |||||
Net cash flows used in investing activities | (2,077,674 | ) | (36,529 | ) | |||
Net cash flows (used in)/from financing activities | (227,037 | ) | 120,570 | ||||
Effect of foreign exchange rate changes, net | (576 | ) | — | ||||
Net (decrease)/increase in cash and cash equivalents | (23,703 | ) | 345,927 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
38. | BUSINESS COMBINATIONS |
1) | Acquisition of Bayer aluminum production line | |
On 1 January 2016, Chalco Shandong, a subsidiary of the Company, completed the swap of its certain assets and liabilities with Shandong Aluminum, a subsidiary of Chinalco. The assets disposed of by Chalco Shandong include the relevant assets and liabilities of the electrolysis aluminum plant except for the electrolysis production line (mainly carbon assets), the aluminum processing plant and the hospital ward building of Chalco Shandong (the "Assets Disposed of"). The assets acquired by Chalco Shandong comprised the relevant assets and liabilities of the Bayer alumina production line of Shandong Aluminum which, in the opinion of directors of the Company, constitute businesses (the "Business Acquired"). According to the final consideration, Chalco Shandong shall pay a net consideration amounting to RMB162 million. As at the combination date, the carrying amounts of the Business Acquired and Assets Disposed of were RMB327 million and RMB176 million, respectively. Before and after the transaction, both entities were controlled by Chinalco, and the control was not temporary. Thus, the acquisition is considered to be a business combination under common control. The transaction date was 1 January 2016, which was determined by the date that the transfer of the rights and risks of the assets and liabilities was completed. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
38. | BUSINESS COMBINATIONS (Continued) |
1) | Acquisition of Bayer aluminum production line (Continued) | |
The carrying amounts of the assets and liabilities of Business Acquired as at the transaction date and the comparative financial figures were as follows: |
1 January 2016 | 31 December 2015 | ||||||
Assets | |||||||
Property, plant and equipment | 328,354 | 328,354 | |||||
Liabilities | |||||||
Other payables and accrued expenses | 1,488 | 1,488 | |||||
Net assets | 326,866 | 326,866 | |||||
Difference recognised in equity | 11,418 | ||||||
338,284 | |||||||
Cash | 161,962 | ||||||
Carrying values of assets disposed of | 176,322 | ||||||
Total purchase consideration | 338,284 |
Chalco Shandong and Shandong Aluminum entered into an agreement that provided a legally enforceable right to offset receivables due from Shandong Aluminum and payables for part of the cash consideration above amounting to RMB81 million. As at 31 December 2016, Chalco Shandong has not paid the remaining consideration amounting to approximately RMB81 million. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
38. | BUSINESS COMBINATION (Continued) |
2) | Acquisition of pseudoboehmite and activated silicon powder production lines | |
On 28 June 2016, the Shanxi Branch of the Company ("Shanxi Branch") entered into an Asset Transfer Agreement with Shanxi Aluminum Plant, pursuant to which, the Shanxi Branch acquired pseudoboehmite and activated silicon powder production lines of Science and Technology Chemical Company, a branch of Shanxi Aluminum Plant, at a total cash consideration of RMB43.06 million. In the opinion of directors of the Company, the production lines constitute a business. The total cash consideration was determined based on the asset appraisal report performed by an independent qualified valuer. | ||
Shanxi Aluminum Plant is a subsidiary of Chinalco, the parent company of the Group. Before and after the acquisition, both Shanxi Aluminum Plant and the Company are controlled by Chinalco, and the control is not temporary. Thus, the acquisition is considered to be business combination under common control. The transaction date is 5 July 2016, which is determined by the date of transfer of the assets. | ||
The carrying amount of the assets and liabilities of pseudoboehmite and activated silicon powder production lines as at the transaction date and the comparative financial figures were as follows: |
5 July 2016 | 31 December 2015 | ||||||
Assets | |||||||
Property, plant and equipment | 28,860 | 29,966 | |||||
Liabilities | |||||||
Other payables and accrued expenses | — | 2,503 | |||||
Net assets | 28,860 | 27,463 | |||||
Difference recognised in equity | 14,201 | ||||||
43,061 | |||||||
Cash | 43,061 | ||||||
Total purchase consideration | 43,061 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
38. | BUSINESS COMBINATIONS (Continued) |
2) | Acquisition of pseudoboehmite and activated silicon powder production lines (Continued) | |
The acquisition of Shanxi Aluminum Plant has no impact on the Group's cash and cash equivalents. | ||
3) | Acquisition of equity interest in Chinalco Shanghai | |
On 8 August 2016, through the Shanghai United Assets and Equity Exchange, the Company was affirmed as the acquirer of the 60% equity interest in Chinalco Shanghai and the Company entered into an equity transfer agreement with Chinalco, pursuant to which, the Company acquired the 60% equity interest of Chinalco Shanghai with a total cash consideration of RMB2,113.76 million. The consideration was determined based on the appraisal value of the equity of Chinalco Shanghai. Subsequent to the acquisition, the Group exercised control over Chinalco Shanghai. | ||
Before and after the acquisition, both Chinalco Shanghai and the Company are controlled by Chinalco, and the control is not temporary. Thus, the acquisition of 60% equity interest in Chinalco Shanghai is considered to be business combination under common control. The transaction date was 9 September 2016, which was determined by the date that the Group obtained control over Chinalco Shanghai. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
38. | BUSINESS COMBINATIONS (Continued) |
3) | Acquisition of equity interest in Chinalco Shanghai (Continued) | |
The book values of the assets and liabilities of Chinalco Shanghai Company Limited as at the transaction date and the comparative financial figures were as follows: |
9 September 2016 | 31 December 2015 | ||||||
Assets | |||||||
Property, plant and equipment | 494,725 | 414,766 | |||||
Land use rights | 731,967 | 742,771 | |||||
Inventories | 15 | 22 | |||||
Other current assets | 1,425 | 916 | |||||
Restricted cash and time deposits | 70,500 | 51,500 | |||||
Cash and cash equivalents | 2,164 | 1,156 | |||||
Liabilities | |||||||
Interest bearing loans and borrowings | 330,549 | 241,118 | |||||
Trade and notes payables | 29 | 147 | |||||
Other payables and accrued expenses | 1,951 | 1,598 | |||||
Net assets | 968,267 | 968,268 | |||||
Non-controlling interests | 387,307 | ||||||
Net assets acquired | 580,960 | ||||||
Difference recognised in equity | 1,532,801 | ||||||
2,113,761 | |||||||
Satisfied by cash | 2,113,761 | ||||||
Total purchase consideration | 2,113,761 |
As at 31 December 2016, the Group has paid up the purchase consideration amounting to RMB2,114 million. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
38. | BUSINESS COMBINATIONS (Continued) |
4) | Acquisition of equity interest in Xinghua Technology | |
On 5 December 2016, through China Beijing Equity Exchange, the Company, and Chalco Shandong entered into equity transfer agreements with Shanxi Aluminum Plant and Shandong Aluminum respectively, pursuant to which the Company and Chalco Shandong acquired 33% and 33% equity interests of Xinghua Technology, from Shanxi Aluminum Plant and Shandong Aluminum respectively. The considerations for the acquisition of 33% and 33% equity interests of Xinghua Technology were RMB257.76 million and RMB257.76 million, respectively, which were determined based on the appraisal value of Xinghua Technology. Up to 31 December 2016, the Group has paid RMB335.09 million based on the equity transfer agreements. The remaining considerations will be paid before 31 December 2017 with interest at the prevailing one year lending rate quoted by the People's Bank of China. | ||
Xinghua Technology was a subsidiary of Chinalco, the parent company of the Group. Subsequent to the acquisition, the Group had control over Xinghua Technology. Before and after the acquisition, both Xinghua Technology and the Company are controlled by Chinalco, and the control is not temporary. Thus, the acquisition of 66% equity interests in Xinghua Technology is considered to be a business combination under common control. The transaction date was 23 December 2016, which was date that the Group obtained control of over Xinghua Technology. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
38. | BUSINESS COMBINATIONS (Continued) |
4) | Acquisition of equity interest in Xinghua Technology (Continued) | |
The book values of the assets and liabilities of Xinghua Technology Ltd. as at the transaction date and the comparative financial figures were as follows: |
23 December 2016 | 31 December 2015 | ||||||
Assets | |||||||
Property, plant and equipment | 1,134,185 | 978,596 | |||||
Land use rights | 8,339 | — | |||||
Other non-current assets | 8,334 | 1,474 | |||||
Trade and notes receivables | 5,471 | 2,423 | |||||
Inventories | 170,986 | 164,262 | |||||
Other current assets | 86,283 | 89,626 | |||||
Restricted cash and time deposits | 184,060 | 15,000 | |||||
Cash and cash equivalents | 19,828 | 1,910 | |||||
Liabilities | |||||||
Interest bearing loans and borrowings (non-current) | 14,909 | 34,086 | |||||
Other non-current liabilities | 43,921 | 47,900 | |||||
Interest bearing loans and borrowings (current) | 354,181 | 338,393 | |||||
Trade and notes payables | 484,755 | 230,235 | |||||
Other payables and accrued expenses | 398,239 | 329,184 | |||||
Income tax payable | 9,919 | — | |||||
Net assets | 311,562 | 273,493 | |||||
Non-controlling interests | 105,931 | ||||||
Net assets acquired | 205,631 | ||||||
Difference recognised in equity | 309,890 | ||||||
515,521 | |||||||
Satisfied by cash | 515,521 | ||||||
Total purchase consideration | 515,521 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
38. | BUSINESS COMBINATIONS (Continued) |
4) | Acquisition of equity interest in Xinghua Technology (Continued) | |
As at 31 December 2016, the Group has paid the purchase consideration of RMB335 million, and the Group has not paid the remaining consideration of approximately RMB180 million. |
39. | DISPOSAL OF BUSINESSES |
On 29 June 2016, each of the Lanzhou Branch and three subsidiaries, Baotou Aluminum, Shandong Huayu and Ningxia Energy of the Company (collectively the "Sellers" and each a "Seller"), entered into a business transfer agreement with Aluminum SPC, pursuant to which the Sellers agreed to sell and Aluminum SPC agreed to acquire environmental protection business. Aluminum SPC is a joint venture of the Company and SPC. The environmental protection business includes the environmental protection assets and relevant liabilities in relation to the desulfurisation, denitration and dedusting of the coal fired generating units of the Sellers (collectively as "Environmental Protection Business"). The aggregate consideration of the business transfer agreements was RMB1,754 million, which was determined based on the valuation reports of the Environmental Protection Business on the valuation base date of 31 March 2016. As at 31 December 2016, all the cash consideration of disposal of environmental assets was received. | |
The Group disposed of the Environmental Protection Business with a carrying value of RMB1,183 million and recognised a disposal gain of RMB571 million in the period. The transaction was completed on 30 June 2016. | |
The details of the net assets disposed of are as follows: |
30 June 2016 | ||||
Net assets disposed of: | ||||
Property, plant and equipment | 1,187,802 | |||
Trade and notes payables | (2,042 | ) | ||
Accruals and other payables | (2,665 | ) | ||
1,183,095 | ||||
Gain on disposal of the Environmental Protection Business (note 27) | 571,270 | |||
Cash consideration | 1,754,365 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
40. | OTHER EQUITY INSTRUMENTS |
On 22 October 2013, a subsidiary of the Company, Chalco Hong Kong Investment Company Limited ("Chalco Hong Kong Investment", or the "Issuer") issued USD350 million senior perpetual securities with an initial distribution rate of 6.625% (the "2013 Senior Perpetual Securities"). The proceeds from the issuance of the 2013 Senior Perpetual Securities after the issuance costs amounted to USD347 million (equivalent to RMB2,123 million). The proceeds were on-lent to the Company and any of its subsidiaries for general corporate use. Coupon payments of 6.625% per annum on the 2013 Senior Perpetual Securities has been made semi-annually in arrears from 29 October 2013 and may be deferred at the discretion of the Group. The 2013 Senior Perpetual Securities have no fixed maturity dates and are callable only at the Group's option on or after 29 October 2018 at their principal amounts together with any accrued, unpaid or deferred coupon distribution payments. After 29 October 2018, the coupon distribution rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of 5.312 percent, (b) the U. S. Treasury Rate, and (c) a margin of 5.00 percent. per annum. While any coupon distribution payments are unpaid or deferred, the Group, the wholly-owned subsidiaries of Chalco Hong Kong as 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 10 April 2014, Chalco Hong Kong Investment Company Limited issued USD400 million senior perpetual securities with an initial distribution rate at 6.25% (the "2014 Senior Perpetual Securities"). The proceeds from issuance of the 2014 Senior Perpetual Securities after the issuance costs were USD398 million (equivalent to RMB2,462 million). The proceeds were on-lent to the Company and any of its subsidiaries for general corporate use. Coupon payments of 6.25% per annum on the 2014 Senior Perpetual Securities have been made semi-annually on 29 April and 29 October in arrears from 17 April 2014 and may be deferred at the discretion of the Group. The first coupon payment date was 29 April 2014. The 2014 Senior Perpetual Securities have no fixed maturity date and are callable only at the Group's option on or after 17 April 2017 at their principal amounts together with any accrued, unpaid or deferred coupon distribution payments. After 17 April 2017, the coupon distribution rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of 5.423 percent, (b) the U. S. Treasury Rate, and (c) a margin of 5.00 percent. per annum. While any coupon distribution payments are unpaid or deferred, the Group, the wholly-owned subsidiaries of Chalco Hong Kong as 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. |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
40. | OTHER EQUITY INSTRUMENTS (Continued) |
On 27 October 2015, the Company issued RMB2,000 million perpetual medium-term notes with an initial distribution rate at 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 were used for the repayment of interest-bearing loans and borrowings. Coupon payments of 5.50% per annum on the 2015 Perpetual Medium-term Notes have been made annually in arrears from 29 October 2015 and may be deferred at the discretion of the Company. The 2015 Perpetual Medium-term Notes have no fixed maturity date and are callable only at the Group's option on 29 October 2020 or any coupon distribution date after 29 October 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 percent, (b) the China Treasury Rate, and (c) a margin of maximum 300 Bps every five years after 29 October 2020. While any coupon distribution payments are unpaid or deferred, the Company cannot declare or pay dividends to shareholders or decrease the share capital, or make material fixed asset investments. | |
On 31 October 2016, Chalco Hong Kong Investment issued USD500 million senior perpetual securities with an initial distribution rate at 4.25% (the "2016 Senior Perpetual Securities"). The proceeds from issuance of the 2016 Senior Perpetual Securities after the issuance costs were USD498 million (equivalent to RMB3,374 million). The proceeds were on-lent to the Company and any of its subsidiaries for general corporate use. Coupon payments of 4.25% per annum on the 2016 Senior Perpetual Securities have been made semi-annually on 29 April and 29 October in arrears from 7 November 2016 and may be deferred at the discretion of the Group. The first coupon payment date was 29 April 2017. The 2016 Senior Perpetual Securities have no fixed maturity date and are callable only at the Group's option on or after 7 November 2021 at their principal amounts together with any accrued, unpaid or deferred coupon distribution payments. After 7 November 2021, the coupon distribution rate will be reset to a percentage per annum equal to the sum of (a) the initial spread of 2.931 percent, (b) the U. S. Treasury Rate, and (c) a margin of 5.00 percent. per annum. While any coupon distribution payments are unpaid or deferred, the Group, the wholly-owned subsidiaries of Chalco Hong Kong as 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. | |
Pursuant to the terms and conditions of the 2013 Senior Perpetual Securities, 2014 Senior Perpetual Securities, 2015 Perpetual Medium-term Notes and 2016 Senior Perpetual Securities, the Group has no contractual obligations to repay their principal or to pay any coupon distribution distributions. Thus in the opinion of the directors of the Company, they do not meet the definition of financial liabilities according to IAS 32 Financial Instruments: Presentation, and are classified as equity and subsequent distribution declared will be treated as distribution to equity owners. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
41. | CONTINGENT LIABILITIES |
As at 31 December 2016 and 2015, the Group had no significant contingent liabilities. |
42. | COMMITMENTS |
(a) | Capital commitments on property, plant and equipment |
31 December 2016 | 31 December 2015 | ||||||
Contracted, but not provided for | 7,594,756 | 7,770,944 |
(b) | Commitments under operating leases | |
The future aggregate minimum lease payments as at 31 December 2016 pursuant to non-cancellable lease agreements entered into by the Group are summarised as follows: |
31 December 2016 | 31 December 2015 | ||||||
Within one year | 515,276 | 561,028 | |||||
In the second to fifth years, inclusive | 1,925,606 | 2,167,718 | |||||
After five years | 13,096,017 | 15,088,512 | |||||
15,536,899 | 17,817,258 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
42. | COMMITMENTS (Continued) |
(c) | Other capital commitments | |
As at 31 December 2016, the commitments to make capital contributions to the Group's joint ventures and associates were as follows: |
31 December 2016 | 31 December 2015 | ||||||
Associates | 739,975 | 1,492,475 | |||||
Joint ventures | 278,664 | 244,800 | |||||
1,018,639 | 1,737,275 |
43. | EVENTS AFTER THE REPORTING PERIOD |
(1) | On 13 March 2017, the Group completed an issuance of short-term bonds with a total face value of RMB3 billion at par value of RMB100.00 per unit which will be matured in March 2018 for working capital needs and repayment of bank borrowings. The fixed annual coupon interest rate of these bonds is 4.30%. | |
(2) | As approved by board of directors of the Company on 23 March 2017, the Company proposed to acquire 40% equity interest in Chinalco Shanghai, at the consideration of approximately RMB1,409 billions, which will be determined in the transfer agreement. The transaction constitutes of a connected party transaction and is subject to the approval from independent shareholders. |
44. | COMPARATIVE AMOUNTS |
Certain comparative amounts have been restated as a result of the business combinations under common control as disclosed in note 38. |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
45. | STATEMENT OF FINANCIAL POSITION OF THE COMPANY |
Information about the statement of financial position of the Company at the end of the reporting period is as follows: |
31 December 2016 | 31 December 2015 | ||||||
ASSETS | |||||||
Non-current assets | |||||||
Intangible assets | 3,560,193 | 3,282,017 | |||||
Property, plant and equipment | 31,040,839 | 33,258,857 | |||||
Land use rights | 818,948 | 852,679 | |||||
Investments in subsidiaries | 33,599,910 | 31,537,923 | |||||
Investments in joint ventures | 1,556,924 | 1,336,924 | |||||
Investments in associates | 3,170,389 | 2,763,649 | |||||
Available-for-sale financial investments | 98,893 | 64,940 | |||||
Deferred tax assets | 403,943 | 299,865 | |||||
Other non-current assets | 2,071,597 | 4,174,660 | |||||
Total non-current assets | 76,321,636 | 77,571,514 | |||||
Current assets | |||||||
Inventories | 6,571,998 | 6,096,147 | |||||
Trade and notes receivables | 1,378,348 | 1,408,012 | |||||
Other current assets | 18,623,091 | 15,311,341 | |||||
Financial assets at fair value through profit or loss | 42,690 | 255 | |||||
Available-for-sale financial investments | — | 17,720 | |||||
Restricted cash and time deposits | 165,819 | 149,288 | |||||
Cash and cash equivalents | 10,194,265 | 12,650,099 | |||||
36,976,211 | 35,632,862 | ||||||
Held for sale | — | 78,838 | |||||
Total current assets | 36,976,211 | 35,711,700 | |||||
Total assets | 113,297,847 | 113,283,214 |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
45. | STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) |
31 December 2016 | 31 December 2015 | ||||||
EQUITY AND LIABILITIES | |||||||
EQUITY | |||||||
Equity attributable to owners of the parent | |||||||
Share capital | 14,903,798 | 14,903,798 | |||||
Other reserves | 28,051,540 | 29,721,714 | |||||
Accumulated losses | (8,682,802 | ) | (9,889,519 | ) | |||
Total equity | 34,272,536 | 34,735,993 | |||||
LIABILITIES | |||||||
Non-current liabilities | |||||||
Interest-bearing loans and borrowings | 27,416,534 | 33,638,462 | |||||
Other non-current liabilities | 1,371,525 | 1,354,080 | |||||
Total non-current liabilities | 28,788,059 | 34,992,542 |
31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) | Notes to Financial Statements (Continued) |
45. | STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) |
31 December 2016 | 31 December 2015 | ||||||
EQUITY AND LIABILITIES | |||||||
LIABILITIES | |||||||
Current liabilities | |||||||
Interest-bearing loans and borrowings | 39,385,693 | 31,954,073 | |||||
Other payables and accrued liabilities | 8,641,997 | 8,051,891 | |||||
Trade and notes payables | 2,209,562 | 3,548,715 | |||||
Total current liabilities | 50,237,252 | 43,554,679 | |||||
Total liabilities | 79,025,311 | 78,547,221 | |||||
Total equity and liabilities | 113,297,847 | 113,283,214 | |||||
Net current liabilities | 13,261,041 | 7,842,979 | |||||
Total assets less current liabilities | 63,060,595 | 69,728,535 |
Yu Dehui | Zhang Zhankui | |
Director | Chief Financial Officer |
Notes to Financial Statements (Continued) | 31 December 2016 (Amounts expressed in thousands of RMB unless otherwise stated) |
45. | STATEMENT OF FINANCIAL POSITION OF THE COMPANY (Continued) |
Note: | |
A summary of the Company's reserves is as follows: |
Share premium | Other capital reserves | Statutory surplus reserve | Special reserve | Available- for-sale reserve | Other equity instruments | Accumulated losses | Total | ||||||||||||||||||
Balance at 1 January 2015 | 14,390,784 | 852,925 | 5,867,557 | 36,785 | — | — | (12,228,419 | ) | 8,919,632 | ||||||||||||||||
Profit for the year | — | — | — | — | — | — | 2,358,188 | 2,358,188 | |||||||||||||||||
Issuance of A shares | 6,518,162 | — | — | — | — | — | — | 6,518,162 | |||||||||||||||||
Other appropriation | — | — | — | (1,949 | ) | — | — | — | (1,949 | ) | |||||||||||||||
Transfer from a branch to a subsidiary | — | — | — | (19,778 | ) | — | — | — | (19,778 | ) | |||||||||||||||
Gain on available-for-sale financial assets | — | — | — | — | 57,940 | — | — | 57,940 | |||||||||||||||||
Perpetual medium-term notes | — | — | — | — | — | 2,000,000 | — | 2,000,000 | |||||||||||||||||
Perpetual medium-term notes' distribution | — | — | — | — | — | 19,288 | (19,288 | ) | — | ||||||||||||||||
Balance at 31 December 2015 | 20,908,946 | 852,925 | 5,867,557 | 15,058 | 57,940 | 2,019,288 | (9,889,519 | ) | 19,832,195 | ||||||||||||||||
Profit for the year | — | — | — | — | — | — | 1,316,717 | 1,316,717 | |||||||||||||||||
Changes in fair value of available-for-sale financial assets, net of tax | — | — | — | — | 90,815 | — | — | 90,815 | |||||||||||||||||
Transfer out due to disposal of available-for-sale financial assets | — | — | — | — | (102,854 | ) | — | — | (102,854 | ) | |||||||||||||||
Other appropriation | — | — | 23,522 | — | — | — | 23,522 | ||||||||||||||||||
Release of deferred government subsidies | — | 20,290 | — | — | — | — | — | 20,290 | |||||||||||||||||
Business combinations under common control | (1,701,947 | ) | — | — | — | — | — | — | (1,701,947 | ) | |||||||||||||||
Coupon accrued for other equity instruments | — | — | — | — | — | 110,000 | (110,000 | ) | — | ||||||||||||||||
Other equity instruments' distribution | — | — | — | — | — | (110,000 | ) | — | (110,000 | ) | |||||||||||||||
At 31 December 2016 | 19,206,999 | 873,215 | 5,867,557 | 38,580 | 45,901 | 2,019,288 | (8,682,802 | ) | 19,368,738 |
46. | APPROVAL OF THE FINANCIAL STATEMENTS |
The financial statements were approved and authorised for issue by the board of directors on 23 March 2017. |
About the Company | |
Our contact information of this release is: | |
* | Business address: No. 62 North Xizhimen Street, Haidian District, Beijing, People's Republic of China, 100082 |
* | Telephone number: (86-10) 8229 8322 |
* | Website: http://www.chalco.com.cn |
* | Contact person: Zhang Zhankui, Company Secretary |