United States securities and exchange commission logo
July 7, 2022
Ge Xiaolei
Chief Financial Officer
Aluminum Corporation of China Limited
No. 62 North Xizhimen Street
Haidian District, Beijing
People's Republic of China 100082
Re: Aluminum
Corporation of China Limited
Form 20-F for the
Fiscal Year ended December 31, 2021
Filed April 22,
2022
File No. 001-15264
Dear Mr. Xiaolei:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2021
Cover Page
1. We note that you have
disclosures beginning on page 17, under the heading "Our
operations are affected
by a number of risks relating to conducting business in the PRC,"
and continuing with
related subjects on pages 18, 19, and 20, which appear to be partially
responsive to some of
the sample comments for China-Based Companies that were posted
to our website in
December 2021.
However, we have in
this letter comments seeking the disclosure of additional information
based on that guidance,
and we believe that you should position or reposition all related
disclosures
prominently, without regard to the sectional headings utilized for the sample
comments, in the
forepart of the document.
Ge Xiaolei
FirstName
Aluminum LastNameGe Xiaolei
Corporation of China Limited
Comapany
July 7, 2022NameAluminum Corporation of China Limited
July 7,2 2022 Page 2
Page
FirstName LastName
In addition to the foregoing, the disclosures on pages 19 and 20,
concerning your auditor
being subject to the determinations announced by the PCAOB, and how
the Holding
Foreign Companies Accountable Act and related regulations may affect
your company, as
may impact the inspection interval for auditors and the amount of time
before your
securities may be prohibited from trading or delisted, should appear
adjacent to the cover
page or in advance of all other risk factor disclosures.
Key Information, page 1
Risk Factors, page 1
2. Provide disclosure about the legal and operational risks associated
with being based in or
having the majority of your operations in China to make clear:
How these risks could result in a material change in your
operations and/or the value
of your securities, or could significantly limit or completely
hinder your ability to
continue to offer securities to investors and cause the value of
your securities to
significantly decline or become worthless.
How recent statements and regulatory actions by China's
government, such as those
related to data security or anti-monopoly concerns, have or may
impact
the company s ability to conduct its business, accept foreign
investments, or list on a
U.S. or other foreign exchange.
3. Please summarize, for purposes of risk factor disclosure, each
permission or approval that
you or your subsidiaries are required to obtain from Chinese
authorities to operate your
business, and state whether you or your subsidiaries are covered by
permission requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC), or any other governmental
agency that is
required to approve your operations.
Please also state, affirmatively, whether you have received all
requisite permissions or
approvals, indicate whether any permissions or approvals have been
denied, and describe
the consequences to you and your investors if you or your subsidiaries
-
do not receive or maintain such permissions or approvals,
inadvertently conclude that such permissions or approvals are
not required, or
the applicable laws, regulations, or interpretations change and
you are required to
obtain such permissions or approvals in the future.
4. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight the following risks.
The Chinese government may intervene or influence your
operations at any time, or
may exert more control over offerings conducted overseas and/or
foreign investment
in China-based issuers, which could result in a material change
in your operations
Ge Xiaolei
FirstName
Aluminum LastNameGe Xiaolei
Corporation of China Limited
Comapany
July 7, 2022NameAluminum Corporation of China Limited
July 7,3 2022 Page 3
Page
FirstName LastName
and/or the value of your securities.
Any actions by the Chinese government to exert more oversight
and control over
offerings that are conducted overseas and/or foreign investment
in China-based
issuers could significantly limit or completely hinder your
ability to offer or continue
to offer securities to investors and cause the value of such
securities to significantly
decline or become worthless.
5. Please provide, for purposes of risk factor disclosure, a clear
description of how cash is
transferred through your organization, and address the following
points regarding
dividends and distributions, foreign exchange, and intercompany
transfers.
Quantify any dividends and distributions that your subsidiaries
have made to the
parent company, indicate which entities made such transfers, and
describe their tax
consequences;
Quantify dividends or distributions made to U.S. investors,
identify the source, and
describe their tax consequences;
Describe any restrictions on foreign exchange and your ability
to transfer cash
between entities, across borders, and to U.S. investors;
Describe any restrictions and limitations on your ability to
distribute earnings from
the company, including your subsidiaries, to the parent company
and to U.S.
investors.
6. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please add disclosure to explain how this oversight impacts
your business, and
to indicate the extent to which you believe that you are compliant
with the regulations or
policies that have been issued by the CAC to date.
Item 19. Exhibits
96.1, page 141
7. We note that the Technical Report Summary for the Boffa mine does not
appear
to include all of the information required by Item 601(b)(96)(iii)(B)
of Regulation S-K,
such as the information prescribed by subparagraphs (2)(iv), (11)(i)
(point of reference),
(11)(iii) (price and cost), 12(vi), (13)(v), and (19)(iii). Please
discuss these deficiencies
with the qualified person and arrange to obtain and file a revised
Technical Report
Summary that includes all of the required information.
8. Tell us the reasons that the Boffa Mine resource and reserve estimates
disclosed in your
annual report do not agree with the corresponding estimates in the
Technical Report
Summary at Exhibit 96.1. For example, disclosures on pages 7 and 53 of
the Exhibit
indicate that you had 131.41 Mt of proven and probable reserves at
December 31,
2021 (based on a May 2017 estimate of 153.08 Mt, less subsequent
production), while
disclosure on page 66 of your 20-F indicates that you had 111.69 Mt of
proven and
Ge Xiaolei
FirstName
Aluminum LastNameGe Xiaolei
Corporation of China Limited
Comapany
July 7, 2022NameAluminum Corporation of China Limited
July 7,4 2022 Page 4
Page
FirstName LastName
probable reserves as of December 31, 2021. Additionally, disclosures
on pages 7 and 49
of the Technical Report Summary indicate that you had 148.11 Mt of
measured and
indicated resources, and 1806.79 Mt of inferred resources, as of
December 31, 2021,
while disclosure on page 65 of your 20-F indicates that you had
measured and indicated
resources of 125.89 Mt and inferred resources of 1535.77 Mt as of that
date.
Finally, we note that while similar quantifications of mineral
resources appear in the
tabulations on pages 6 and 7 of the Technical Report Summary, compared
to the
tabulations on pages 48 and 49 of the Resources Apart from Reserves
section, the resource
classifications associated with those estimates are not consistent.
Please discuss these matters with the qualified person and submit any
disclosure revisions
that are necessary to resolve the discrepancies between the annual
report and the Exhibit,
and between sections within the Exhibit. We expect that you will need
to obtain and file a
revised Technical Report Summary from the qualified person(s) to
correct the errors in the
tabulations on pages 6 and 7, or 48 and 49, also to the extent
necessary to correct any
errors giving rise to the other discrepancies referenced above.
9. We note disclosures on pages 7, 53 and 54 of the Technical Report
Summary indicating
that proven and probable reserves were 131.41 Mt as of December 31,
2021 (based on a
May 2017 estimate of 153.08 Mt less subsequent production), while
disclosures on page
56 indicate that present reserves are correlated with mine production
for 12 years.
However, the economic analyses presented on page 80 of the Exhibit
appear to be based
on 22 years of production, which suggests that bauxite tonnage
utilized in establishing
economic viability includes material that does not qualify as proven
and probable
reserves, i.e. material underlying assumed production during years 13
through 22.
Under Item 1300 of Regulation S-K, the term mineral reserve is defined
as an estimate of
tonnage and grade of indicated and measured mineral resources that can
be the basis of an
economically viable project, i.e. the economically mineable part of a
measured or
indicated mineral resource which would be the proven and probable
reserves utilized in a
feasibility study. Therefore, the economic analyses in the Technical
Report Summary do
not appear to correlate with your estimates of proven and probable
reserves.
Please discuss these observations with the qualified persons and tell
us how you propose
to address these concerns. We expect that you will need to obtain and
file a revised
Technical Report Summary, having correlation between the reserve
definitions, reserve
estimates, and underlying assessments of economic viability.
10. We note that some information listed under the heading "Dependence on
Data Provided
by Registrant" on page 103 of the Technical Report Summary does not
clearly fall within
the categories of information or aspects of modifying factors for
which such reliance is
permissible under Item 1302(f)(1) of Regulation S-K.
Ge Xiaolei
Aluminum Corporation of China Limited
July 7, 2022
Page 5
If more than one qualified person has been involved in preparing the
Technical Report
Summary, you and the technical persons will need to follow the
requirements in Item
1302(a)(3), (b)(1)(i), (b)(4)(ii), and (b)(5) of Regulation S-K. If
the qualified person has
relied upon information and documentation from a third party
specialist who is not a
qualified person, the qualified person may not disclaim responsibility
for such information
as stated in Item 1302(b)(6)(ii) of Regulation S-K.
Please discuss these matters with the qualified person and submit any
disclosure revisions
that you propose to conform to these requirements. We expect that you
will need to obtain
and file a revised Technical Report Summary from the qualified
person(s) that clarifies the
nature and scope of reliance being placed on data provided by the
company and how each
item listed in this section aligns with the permissible categories
referenced above.
The qualified person should ensure that reliance is limited to
information within the
permissible categories and that all disclosures prescribed by Item
1302(f)(2) of Regulation
S-K are provided in this section.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joe Klinko at 202-551-3824 or Lily Dang at 202-551-3867
if you have
questions regarding comments on the financial statements and related matters.
You may contact
John Coleman at 202-551-3610 if you have questions regarding mining engineering
comments.
Please contact Karl Hiller - Branch Chief at 202-551-3686 with any other
questions.
FirstName LastNameGe Xiaolei Sincerely,
Comapany NameAluminum Corporation of China Limited
Division of Corporation
Finance
July 7, 2022 Page 5 Office of Energy &
Transportation
FirstName LastName