Form 6-K

1934 ACT FILE NO. 001-15264


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 6-K
___________________

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March 2005.
___________________

Aluminum Corporation of China Limited
(Translation of Registrant's name into English)
___________________

No. 12B Fuxing Road
Haidian District, Beijing
People's Republic of China 100814

(Address of principal executive offices)
___________________

         [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 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-              ]


SIGNATURES

          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   March 31, 2005       

 

By                 /s/    Liu Qiang                     
Name: Liu Qiang
Title: Company Secretary



logo
logo
Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

ANNOUNCEMENT OF 2004 ANNUAL RESULT

HIGHLIGHTS

* Consolidated turnover and other revenues amounted to RMB33,021.2 million, an increase of 38.6% over year 2003.

* Consolidated profit for the year was RMB6,223.9 million, an increase of 75.2% over year 2003.

* Consolidated earnings per share was RMB0.56, an increase of 64.7% over year 2003.

* The board of Directors of the Company proposed to declare a final dividend of RMB0.176 per share for year 2004, the proposal will be submitted to the Annual General Meeting for approval.

The board of Directors of Aluminum Corporation of China Limited (Chinese characters) (the "Company") is pleased to announce the audited annual results of operations of the Company, its subsidiaries and jointly controlled entities (together the "Group") for the year ended December 31, 2004.

  

PRINCIPAL ACTIVITIES

  

The Group is the largest producer of alumina and primary aluminum in the People's Republic of China (the "PRC").

  

The principal activities of the Group are the production and sales of alumina and primary aluminum. Its principal products include alumina, primary aluminum, gallium and carbon.

  

RESULTS

  

The consolidated turnover and other revenues of the Group for 2004 amounted to RMB33,021.2 million, representing an increase of 38.6% over the previous year. The consolidated profit for the year was RMB6,223.9 million, representing an increase of 75.2% over the previous year. Consolidated earnings per share was RMB0.56, representing an increase of 64.7% over the previous year.

  

CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the year ended December 31, 2004

     

Year ended
December 31,

     


     

2004

2003

  

Note

RMB'000

RMB'000

           

Turnover

2

32,313,076

23,245,858

Cost of goods sold

  

21,464,189

16,439,534

     



Gross profit

  

10,848,887

6,806,324

Other revenues

2

708,158

580,171

Expenses related to other revenues

3

592,630

512,220

     



Other revenues, net

  

115,528

67,951

     



Selling and distribution expenses

4

647,532

549,432

General and administrative expenses

5

1,220,902

1,047,461

Research and development expenses

  

132,635

173,359

Other expenses, net

  

3,383

25,543

     



Operating profit

  

8,959,963

5,078,480

Finance costs

  

408,992

451,411

     



Operating profit after finance costs

  

8,550,971

4,627,069

Share of (loss)profit of jointly controlled entities

  

(3,953)

1,193

     



Profit before income taxes

  

8,547,018

4,628,262

Income taxes

7

2,079,538

918,862

     



Profit after income taxes

  

6,467,480

3,709,400

Minority interests

  

243,540

157,370

     



Profit for the year

  

6,223,940

3,552,030

     



Dividend

  

1,944,778

1,060,788

     



Basic earnings per share

9

RMB0.56

RMB0.34

     



CONSOLIDATED BALANCE SHEET

As of December 31, 2004

     

2004

2003

  

Note

RMB'000

RMB'000

           

Non current assets

        

    Intangible assets

  

729,153

706,015

    Property, plant and equipment

  

33,464,575

25,554,197

    Interests in jointly controlled entities

  

66,877

21,330

    Interests in an associated company

  

45,000

-

    Investments in securities

  

10,800

21,309

    Deferred tax assets

  

307,370

136,878

     



Total non-current assets

  

34,623,775

26,439,729

     



Current assets

        

    Investments in securities - mature within 1 year

  

10,860

-

    Inventories

  

5,231,907

4,125,818

    Accounts receivable, net

10

1,786,822

787,891

    Due from related parties

  

438,658

452,498

    Other current assets

11

664,578

675,919

    Cash and cash equivalents

  

6,223,763

2,596,440

     



    Total current assets

  

14,356,588

8,638,566

     



Current liabilities

        

    Accounts payable

12

1,968,423

1,867,666

    Due to related parties

  

636,215

387,864

    Other payables and accruals

13

4,987,760

2,834,096

    Income tax payable

7

1,078,508

564,642

    Current portion of long-term loans

  

1,073,658

815,845

    Unsecured short-term loans

  

3,448,910

3,801,285

     



Total current liabilities

  

13,193,474

10,271,398

     



Net current assets(liabilities)

  

1,163,114

(1,632,832)

     



Total assets less current liabilities

  

35,786,889

24,806,897

     



Financed by:

        
           

Share capital

  

11,049,876

10,499,900

Reserves

  

8,696,143

4,649,293

Retained earnings

        

    Proposed final dividend

  

1,944,778

1,060,788

    Unappropriated retained earnings

  

5,465,346

2,532,360

     



Issued capital and reserves

  

27,156,143

18,742,341

           

Minority interests

  

1,239,083

651,928

           

Non-current liabilities

        

    Long-term loans

  

7,391,663

5,412,628

     



     

35,786,889

24,806,897

     



NOTES

  

1.

Basis of preparation

     
  

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Hong Kong and comply with accounting standards issued by the Hong Kong Institute of Certified Public Accountants("HKICPA"). They have been prepared under the historical cost convention except that short-term investments and futures contracts are stated at fair value and held-to-maturity securities are stated at amortised cost.

     
  

HKICPA has issued a number of new and revised Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards ("new HKFRSs") which are effective for accounting periods beginning on or after January 1, 2005. The Group has not early adopted these new HKFRSs in the financial statements for the year ended December 31, 2004. The Group has already commenced an assessment of the impact of these new HKFRSs but is not yet in a position to state whether these new HKFRSs would have a significant impact on its results of operations and financial position.

     

2.

Turnover, revenue and segment information

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Turnover

     
  

    Sales of goods, net of value-added tax

32,313,076

23,245,858

           
  

Other revenues

     
  

    Sales of scrap and other materials

339,585

210,128

  

    Supply of electricity, heat, gas and water

273,537

266,808

  

    Rendering of services (Note)

33,145

76,680

  

    Interest income

61,540

26,204

  

    Income from unlisted investment securities

351

351

     



  

Total other revenues

708,158

580,171

     



  

Total revenues

33,021,234

23,826,029

     



 

Note:

Rendering of services mainly comprises revenues from the provision of transportation, machinery processing and production design services.

       
 

Primary reporting format - business segments

    
 

The Group is organized in the PRC into two main business segments:

    
 

*

Alumina segment - comprising mining and processing of bauxite into alumina and the associated distribution activities.

       
 

*

Primary aluminum segment - comprising production of primary aluminum and the associated distribution activities.

    
 

In addition, the Group's business includes other services provided by it. Activities of the headquarters and other operations of the Group, comprising research and development related to alumina and primary aluminum business carried out by Zhengzhou Research Institute and minor production and distribution of alumina hydrate, are grouped under corporate and other services segment.

    
 

All inter-segment and inter-plant sales are made at prices approximate to market prices.

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Segment results

     
  

Turnover

     
  

    Alumina

     
  

        External sales

19,223,878

12,327,527

  

        Inter-segment sales

4,226,150

3,131,674

     



     

23,450,028

15,459,201

           
  

    Primary aluminum

     
  

        External sales

12,994,082

10,845,603

  

    Corporate and other services

     
  

        External sales

95,116

72,728

  

    Inter-segment elimination

(4,226,150)

(3,131,674)

     



  

Total turnover

32,313,076

23,245,858

     



  

Cost of goods sold

     
  

    Alumina

13,085,754

9,591,954

  

    Primary aluminum

12,501,776

9,883,991

  

    Corporate and other services

81,718

64,982

  

    Inter-segment elimination

(4,205,059)

(3,101,393)

     



  

Total cost of goods sold

21,464,189

16,439,534

     



  

Gross profit

     
  

    Alumina

10,364,274

5,867,247

  

    Primary aluminum

492,306

961,612

  

    Corporate and other services

13,398

7,746

  

    Inter-segment elimination

(21,091)

(30,281)

     



  

Total gross profit

10,848,887

6,806,324

     



  

Other costs, net of other

     
  

    revenues and other income

     
  

        Alumina

992,683

757,709

  

        Primary aluminum

524,506

516,375

  

        Corporate and other services

90,304

86,083

  

        Unallocated

281,431

367,677

     



  

Total other costs, net of other revenues

     
  

    and other income

1,888,924

1,727,844

     



  

Segment operating profit (loss)

     
  

    Alumina

9,371,591

5,109,538

  

    Primary aluminum

(32,200)

445,237

  

    Corporate and other services

(76,906)

(78,337)

  

    Unallocated

(281,431)

(367,677)

  

    Inter-segment elimination

(21,091)

(30,281)

     



  

Total operating profit

8,959,963

5,078,480

  

Finance costs

408,992

451,411

     



  

Operating profit after finance costs

8,550,971

4,627,069

  

Share of (loss) profit of jointly controlled entities

(3,953)

1,193

     



  

Profit before income taxes

8,547,018

4,628,262

  

Income taxes

2,079,538

918,862

     



  

Profit after income taxes

6,467,480

3,709,400

  

Minority interests

243,540

157,370

     



  

Profit for the year

6,223,940

3,552,030

     



  

Secondary reporting format - geographical segments

     
  

All operations of the Group are principally carried out in the PRC and the related assets are located there.

     

3.

Expenses related to other revenues

     
  

Expenses related to other revenues mainly include the cost of scrap and other materials sold and costs incurred in the supply of electricity, heat, gas and water.

     

4.

Selling and distribution expenses

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Transportation and loading

313,692

271,398

  

Packaging expenses

193,968

157,173

  

Miscellaneous port expenses

38,321

39,315

  

Salaries and welfare expenses

27,179

28,543

  

Sales commission and other handling fee

15,922

13,762

  

Others

58,450

39,241

     



     

647,532

549,432

     



5.

General and administrative expenses

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Salaries and welfare expenses

393,777

362,887

  

Taxes other than income taxes (Note)

327,978

233,213

  

Depreciation - non production property, plant and equipment

71,295

71,016

  

Traveling and entertainment

68,115

50,846

  

Utilities and office supplies

43,588

41,524

  

Insurance

37,096

23,657

  

Amortization of goodwill

24,648

24,648

  

Repairs and maintenance

19,431

23,189

  

Auditors' remuneration

     
  

    - audit fees

18,334

17,831

  

    - audit related fees

500

-

  

    - other fees

1,197

-

  

Loss on disposal of property, plant and equipment

     
  

    - non production facilities

-

24,095

  

Provision (write-back of provision) for doubtful

     
  

    debts and bad debts written off, net

(1,837)

7,231

  

Others

216,780

167,324

     



     

1,220,902

1,047,461

     



Notes

Taxes other than income taxes mainly comprise land use tax, city construction tax and education surcharge. City construction tax and education surcharge are levied on an entity based on its total amount of consumption tax, value-added tax and business tax, which are actually paid.

     

6.

Expenses charged (written back) to the profit and loss account

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Depreciation

2,312,540

2,043,983

  

Operating lease rentals in

     
  

    respect of land and buildings

217,151

154,363

  

Loss on disposal of fixed assets (Note)

43,740

160,823

  

Amortization of mining rights

33,820

23,816

  

Provision (write-back of provision) for obsolete inventories

39,591

(15,223)

     



Note:

Loss on disposal of fixed assets for the year ended December 31, 2003 includes loss on the dismantling of certain aged production equipment to carry out technology renovation to the production line and equipment of the Company's Guizhou branch and loss on disposal of other non-production facilities.

     

7.

Taxation

     
  

The amount of taxation charged to the profit and loss account represents:

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Current taxation:

     
  

    PRC income tax

2,271,195

1,075,255

  

    Over provision in prior years

(21,165)

(53,107)

  

Deferred tax

(170,492)

(104,144)

     



     

2,079,538

918,004

  

Share of income tax attributable to

     
  

    jointly controlled entities

-

858

     



     

2,079,538

918,862

     



8.

Transfers to reserves

     
  

Transfers to reserves of the Group from the consolidated profit and loss account are as follows:

     

Year ended
December 31,

     


     

2004

2003

     

RMB'000

RMB'000

           
  

Statutory surplus reserve

685,107

394,196

  

Statutory public welfare fund

651,292

372,548

     



9.

Earnings per share

     
  

The calculation of basic earnings per share is based on the Group's profit for the year ended December 31, 2004 of RMB6,223,940,000 (2003: RMB3,552,030,000) and the weighted average number of 11,040,835,452 shares (2003: 10,499,900,153 shares) is issue during the year.

     
  

As there are no dilutive securities, there is no difference between basic and diluted earnings per share.

     

10.

Accounts receivable, net

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Trade receivables (Note (a))

262,627

384,992

191,669

228,543

  

Bills receivable (Note (b))

1,524,195

402,899

1,110,911

295,731

     





     

1,786,822

787,891

1,302,580

524,274

     





(a)

Trade receivables

           
     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Gross trade receivables

567,864

721,943

437,241

494,731

  

    Less: Provision for

           
  

                doubtful accounts

(305,237)

(336,951)

(245,572)

(266,188)

     





     

262,627

384,992

191,669

228,543

     





  

The Group performs periodic credit evaluation on its customers and different credit policies are adopted for individual customers accordingly.

     
  

Certain of the Group's sales were proceeded on the basis of advance payment or documents against payment. Subject to negotiation a credit period, which may be extended for up to one year, may be granted in respect of sales to large or long-established customers.

     
  

As of December 31, 2004, the aging analysis of trade receivables, net of provision made, was as follows:

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Within 1 month

162,331

163,065

119,167

81,746

  

Between 2 and 6 months

32,763

111,614

17,332

61,896

  

Between 7 and 12 months

18,838

27,764

13,800

15,313

  

Between 1 and 2 years

37,065

53,895

32,465

49,221

  

Over 2 years

11,630

28,654

8,905

20,367

     





     

262,627

384,992

191,669

228,543

     





(b)

Bills receivable are bills of exchange with maturity dates of within six months.

     

11.

Other current assets

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Purchase deposits to suppliers

353,777

301,845

138,649

136,922

  

Other deposits and prepayments

118,462

158,943

58,397

102,892

  

Value-added tax recoverable

6,595

7,072

1,366

2,709

  

Short-term listed investments,

           
  

    at fair value (Note(a))

41,530

50,080

-

-

  

Other receivables (Note(b))

144,214

157,979

100,214

94,604

     





     

664,578

675,919

298,626

337,127

     





(a)

As of December 31, 2004, short-term listed investments primarily represented PRC treasury bonds held at fair value.

     

(b)

As of December 31, 2004, the balances of the Group and of the Company were stated net of provision for doubtful receivables of RMB164,523,000 (2003: RMB169,646,000) and RMB164,077,000 (2003: RMB169,058,000), respectively.

     

12.

Accounts payable

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Trade payables (Note (a))

1,919,330

1,441,175

1,672,667

1,135,833

  

Bills payable (Note (b))

49,093

426,491

12,000

223,491

     





     

1,968,423

1,867,666

1,684,667

1,359,324

     





(a)

Trade payables

     
  

As of December 31, 2004, the aging analysis of trade payables was as follows:

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Within 1 month

1,280,298

1,071,310

1,084,876

860,698

  

Between 2 and 6 months

479,408

241,040

444,230

169,536

  

Between 7 and 12 months

71,739

46,504

63,181

38,373

  

Between 1 and 2 years

21,739

34,689

19,798

24,087

  

Between 2 and 3 years

9,916

10,550

7,844

8,591

  

Over 3 years

56,230

37,082

52,738

34,548

     





     

1,919,330

1,441,175

1,672,667

1,135,833

     





(b)

Bills payable are repayable within six months.

     

13.

Other payables and accruals

     

Group

Company

     



     

2004

2003

2004

2003

     

RMB'000

RMB'000

RMB'000

RMB'000

                 
  

Accrued construction costs

1,587,818

763,095

901,613

734,112

  

Sales deposits from customers

1,507,443

696,678

1,135,061

541,437

  

Accrued payroll and bonus

745,200

412,727

692,910

335,752

  

Taxes other than income

           
  

    taxes payable (Note)

517,148

279,358

496,290

273,944

  

Staff welfare payable

287,396

275,641

268,024

255,780

  

Accrued contributions to

           
  

    retirement schemes

31,006

40,507

27,527

38,201

  

Interest payable

20,651

29,574

17,318

25,979

  

Other accruals

291,098

336,516

252,159

321,347

     





     

4,987,760

2,834,096

3,790,902

2,526,552

     





Note:

Taxes other than income taxes payable mainly comprise value-added tax, land use tax, city construction tax and education surcharge payables.

  

SIGNIFICANT DIFFERENCES BETWEEN HK GAAP AND U.S. GAAP

  

The consolidated financial statements for the years ended December 31, 2003 and December 31, 2004 have been prepared in accordance with HK GAAP which may differ in various material respects from accounting principles generally accepted in the United States ("U.S. GAAP"). Such differences involve methods for measuring the amounts shown in these financial statements, as well as additional disclosures required by U.S. GAAP.

  

Effect on net income of significant differences between HK GAAP and U.S. GAAP is as follows:

     

Year ended December 31,

     


     

2003

2004

2004

     

RMB'000

RMB'000

US$'000

              
  

Net income under HK GAAP

3,552,030

6,223,940

752,001

  

    U.S. GAAP adjustments:

        
  

    Capitalization of finance costs,

        
  

        net of related depreciation

3,494

245,884

29,709

  

    Depreciation of revalued

        
  

        fixed assets

268,600

269,999

32,622

  

    Amortization of goodwill

24,648

24,648

2,978

  

    Amortization of mining rights

9,307

9,307

1,125

  

    Income tax effect of

        
  

        U.S. GAAP adjustments

(60,904)

(154,109)

(18,620)

     




  

Net income under U.S. GAAP

3,797,175

6,619,669

799,815

     




  

Basic and diluted net income per

        
  

    share under U.S. GAAP

RMB0.36

RMB0.60

US$0.07

     




Effect on owners' equity of significant differences between HK GAAP and U.S. GAAP is as follows:

     

As of December 31,

     


     

2003

2004

2004

     

RMB'000

RMB'000

US$'000

              
  

Owners' equity under HK GAAP

18,742,341

27,156,143

3,281,114

  

    U.S. GAAP adjustments:

        
  

    Capitalization of finance costs

382,575

577,706

69,801

  

    Revaluation of fixed assets

(3,115,790)

(2,861,717)

(345,764)

  

    Amortization of goodwill

49,296

73,944

8,934

  

    Revaluation of mining rights

(261,728)

(252,421)

(30,499)

  

    Income tax effect of U.S.

        
  

        GAAP adjustments

(264,815)

742,951

89,766

     




  

Owners' equity under U.S. GAAP

15,477,879

25,436,606

3,073,352

     




In preparing the summary of differences between HK GAAP and U.S. GAAP, the Directors are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the estimates of revenue and expenses. Accounting estimates have been employed in these financial statements to determine reported amounts, including realizability, useful lives of tangible and intangible assets and income taxes. Actual results could differ from those estimates.

  

FINAL DIVIDEND

  

The Company's Board of Directors proposed to declare a final dividend of RMB0.176 per share, totaling RMB1,944,778,000 for 2004 based on 11,049,876,153 shares in the total share capital as of March 28, 2005. The proposal to declare and pay this final dividend is to be submitted to shareholders at the Annual General Meeting scheduled on June 9, 2005 for review and approval.

  

REVIEW OF OPERATIONS AND PERFORMANCE

  

2004 was a remarkable year for the Company. Despite critical market challenges and pressure during the year, the Company not only achieved significant increase in business results but also reached the given targets for production, operation and development reforms.

  

*

Leveraging favorable opportunities in the product market, the Company optimized production arrangement and product mix to improve production and operation management, with an aim at advancing the schedule in the completion of greenfield projects of alumina. Despite the adverse impacts from frequent power shortages and transportation bottleneck, major products recorded a steady and high yield with increasing adaptability to market. In 2004, the Company produced 6,820,000 tonnes of alumina and 770,000 tonnes of primary aluminum, representing an increase of 12.7% and 1.1% over the previous year respectively.

     

*

The Company built and perfected the bauxite resource securing system, and by way of resource planning and the implementation of management methods, conducted investigating, evaluating, and integrating of internal resources. With expanded efforts in investigation of bauxite resources, the Company built a centralized system for resource development, management and ore supply. As a result, the Company managed to expand the scope of resources control, and duly adjusted the bauxite supply structure toward more reasonable source allocation. In 2004, the Company obtained an additional 120,000,000 tonnes of bauxite reserve, and added 4 new joint venture mines.

     

*

To speed up its overseas development strategy, the Company proactively explored resources in Brazil, Australia and Vietnam where the Company is going to embark on certain projects upon completion of preliminary work.

     
  

*

In May 2004, the Company entered into a non-binding framework agreement with Companhia Valedo Rio Doce of Brazil for establishment of a joint venture in Brazil. Subject to the satisfaction of certain prerequisites under the agreement, the joint venture will commence the feasibility study of establishing a new refinery, ABC Alumina Refinery, for alumina production in Brazil. Phase I of the project is expected to produce 1,800,000 tonnes of alumina per annum with an estimated total investment of US$1,000 million. Currently, the parties thereto have essentially agreed on significant business arrangements and started the feasibility study. The project is expected to commence construction in 2005 and put into operation in 2008.

        
  

*

The Chinese joint parties led by the Company successfully submitted a letter of registration to Queensland government in November 2004 for the bidding of the Aurukun project in Australia.

        
  

*

The Company is taking the lead to promote the Dak Nong project in Vietnam and is responsible for preparing the preliminary feasibility study report which is expected to be completed in a foreseeable time of period.

        

*

In line with the PRC's macroeconomic control policies and market demand, the Company sharpened its core competitive edges by focusing on core businesses to speed up its development. With increased investment in newly-established projects, expansion and technological renovation during 2004, the Company's production capacity of alumina and primary aluminum amounted to 6,470,000 tonnes and 830,000 tonnes, representing an increase of 9% and 12% respectively over the previous year. The Company proactively captured market opportunities in merger and acquisition of aluminium projects at low cost.

        
  

*

In January 2005, the Company entered into an agreement with Lanzhou Aluminum Plant concerning acquisition of shares in Lanzhou Aluminum Corporation Limited (the "Lanzhou Aluminum") for a consideration of RMB767,305,000. The Company holds a 28% interest (151,851,442 shares) in the total share cpaital in Lanzhou Aluminum, thus becoming its largest shareholder. Therefore, the Company's production capacity of primary aluminum is expected to increase by 160,000 tonnes.

        
  

*

In January 2004, the Company completed its H Shares placement, raising approximately RMB3.25 billion to finance its development goals.

        

*

The Company continued to advance the construction of its technological research and development system. Smooth progress of the National Engineering and Technology Research Center for aluminum smelting, backed by Zhengzhou Research Institute, enhanced the research and development capability and facilities of the Company. The research and development projects focusing on energy saving and consumption reduction, output and quality enhancement as well as long-term development achieved the following new progress:

        
  

*

completion of the implementation and industrialization of the production technology for the enhancement of alumina product quality;

        
  

*

industrialization of the technology for the enhancement of the life span of smelting pots and technology development of reinforced electrical currents; and

        
  

*

the significant breakthrough in development of anti-flotation technology for China's medium and low grade diasporite bauxite.

        
     

The Company stressed the importance of intellectual property right protection in 2004, the Company's applications for 39 patents of invention and 17 patents of new practical model were all granted protection approvals.

        

*

With implementation of the second three-year cost reduction plan, the Company promoted the management method of rationalization in production, and optimized technical and economic performance by way of energy saving, consumption reduction and waste elimination. The Company also carried out a system combining sampling and polling inspections to increase effective utilization ratio of equipments.

     
  

The Company set up a special panel to supervise business flows and control business risks focusing on construction of internal procedure control in accordance with the Section 404 of US Sarbanes-Oxley Act. The work towards an all-around improvement in management expertise is in progress.

     
  

The Company has established complete systems for occupational health and safety, environment protection and quality management which have been certified by the State's authorized accreditation institutions.

PRODUCT MARKET REVIEWS

  

In 2004, the strong growth in global economy significantly stimulated the consumption of metal, together with the improved structure of metal supply and demand leading to the continuous increase in metal prices. On the other hand, along with China's continuous fast-growing economy, aluminum products are playing an increasingly important role in the national economy.

  

PRIMARY ALUMINUM MARKET

  

Driven by the booming global economy and the weak US dollar, the global consumption of primary aluminum is surging at the highest rate in the recent 20 years, resulting in the further increase of metal prices. For 2004, the average three-month primary aluminum futures price on the London Metals Exchange (the "LME") was US$1,723 per tonne (which had surged to US$2,000 per tonne, hitting a new high in 9 years), representing an increase of 20.3% over the previous year, where China still acted as an active support to market. In 2004, the domestic aluminum market experienced noticeable price fluctuations. During the first half year, aluminum prices continued to increase as driven by the international market. The three-month aluminum futures price on Shanghai Futures Exchange (the "SHFE") increased up to RMB19,300 per tonne, being the highest in the past decade. However, domestic aluminum prices recorded considerable fluctuations during the second half year due to the influence of the PRC's macroeconomic control. The annual average three-month futures price on SHFE in 2004 was RMB16,417 per tonne, representing an increase of 13.1% over the previous year.

  

The global aluminum output for 2004 recorded a moderate growth due to reduced aluminum production in North America. Total domestic primary aluminum output amounted to 6,670,000 tonnes, representing an increase of 20.0% over the previous year. China maintained an increasing consumption of primary aluminum in different industries to various extents. The total domestic primary aluminum consumption was approximately 6 million tonnes in 2004, representing an increase of 15.4% over last year.

  

ALUMINA MARKET

  

In 2004, due to the increasing production of primary aluminum in China, there was still an apparent difference between global demand and supply of alumina, causing alumina prices to remain at a high price. The price of alumina imported into China from international markets increased up to US$530 per tonne. The annual average price was US$348 per tonne, representing an increase of 42% from the previous year. In 2004, with the supply shortfall of domestic alumina amounting to nearly 50%, domestic alumina prices remained high and recorded the highest RMB5,300 per tonne. The annual average spot price of domestic alumina in 2004 was RMB4,053 per tonne, representing an increase of 43.9% from the previous year.

  

During the year, due to fewer production of global alumina projects and the continued rapid growth of global alumina consumption, the global alumina remained at a slight shortage situation. In 2004, the global alumina production volume reached approximately 57,840,000 tonnes, and the consumption volume reached approximately 58,120,000 tonnes. In China, both domestic output and demand of alumina products recorded continuous steady increase: the annual output of alumina products amounted to approximately 7,040,000 tonnes, representing an increase of approximately 15.2% over the previous year; while the demand for alumina was approximately 13,800,000 tonnes, representing an increase of 16.1% over the previous year. In 2004, China imported 5,870,000 tonnes of alumina, representing an increase of 4.6% over the previous year.

  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

The following discussion and analysis should be read in conjunction with our 2004 annual report and the financial statements together with the accompanying notes of the Group.

  

Revenues

  

The Group's total revenues amounted to RMB33,021.2 million for the year ended December 31, 2004, representing an increase of RMB9,195.2 million, up 38.6%, from the previous year's RMB23,826.0 million. Total revenues include sales of goods and other revenues. Sales of goods accounted for 97.6% and 97.9% of the Group's total revenues for the years ended December 31, 2003 and 2004, respectively. The Group's sales of goods increased by 39.0% from RMB23,245.9 million for the year ended December 31, 2003 to RMB32,313.1 million for the year ended December 31, 2004, representing an increase of RMB9,067.2 million. The increase was primarily due to the increase in selling prices of the Group's principal products such as alumina and primary aluminum, and a growth in external sales volume of alumina was also a major contributor to the increased revenue of the Group. For 2004, the Group's average external selling price for alumina reached RMB3,229.7 per tonne (tax excluded, similarly hereinafter), representing an increase of RMB822.0 per tonne or 34.1% from RMB2,407.7 per tonne for the previous year. The Group's average external selling price for primary aluminum reached RMB13,756.3 per tonne, representing an increase of RMB1,295.8 per tonne or 10.4% from RMB 12,460.5 per tonne of the previous year. The Group's external sales volume of alumina increased from 4,219,600 tonnes of 2003 to 4,870,200 tonnes of 2004, representing an increase of 650,600 tonnes or 15.4% from the previous year. The Group's external sales volume of primary aluminum increased by 13,700 tonnes or 1.8% from746,900 tonnes for the year ended December 31, 2003 to 760,600 tonnes for the year ended December 31, 2004.

  

Cost of Sales

  

The Group's total cost of sales increased by RMB5,024.7 million or 30.6% from RMB16,439.5 million in 2003 to RMB 21,464.2 million in 2004. The increase was mainly attributable to a growth in external sales volume of alumina, and the increased unit production costs of primary aluminum and alumina caused by the increase in raw material prices.

  

Selling and Distribution Expenses

  

The Group's selling and distribution expenses increased by RMB98.1 million from RMB549.4 million in 2003 to RMB647.5 million in 2004, up 17.9%, which was primarily attributable to the increase in transportation and loading fee and packaging fee by RMB79.1 million.The increase was mainly attributable to the fact that transportation fee increased approximately by RMB56.2 million due to an increase of 15.4% in sales volume of alumina. The rise in transportation fee constituted the increase in the expenses for transportation by RMB16.2 million.

  

General and Administrative Expenses

  

General and administrative expenses increased by RMB173.4 million from RMB 1,047.5 million in 2003 to RMB1,220.9 million in 2004, up 16.6%. The increase was mainly due to the increase of RMB94.8 million in relevant taxes other than income tax causing by the expanded business, the increase of RMB30.9 million in remuneration and welfare expense for management members under the Group's incentive plan as result of desirable fulfilment of operating objectives for 2004, as well as the increase of RMB13.4 million in insurance premiums as the Company spent more in the property insurance to strengthen its capability against force majeure risks.

  

Research and Development

  

The Group's research and development expenses decreased by RMB40.8 million or 23.5% from RMB 173.4 million in 2003 to RMB132.6 million in 2004. The decrease was primarily due to the fact that the Company put the previous years' research results into practice and conducted meticulous verification for some of the research topics, resulting in a slow down of some of the research projects. The Group will continue to properly invest in the research and development.

  

Other Income / Expenses

  

The Group's expenses (net of other income) changed from a net expense of RMB 25.54 million in 2003 to a net expense of RMB3.38 million in 2004. This was attributable to the fact that the Company entered into an agreement with a financial institute in 2004, pursuant to which, the Company paid off the loans of prior years at one go and thus interests of RMB9.78 million were reduced and exempted. Also, the income from foreign exchange increased by RMB10.85 million derived from the increased deposit denominated in foreign currency as a result of excercising placing right in January 2004.

  

Operating Profit

  

The Group's operating profit increased by RMB3,881.5 million from RMB5,078.5 million in 2003 to RMB8,960.0 million in 2004, up 76.4%. The Group's operating profit as a percentage of sales of goods increased from 21.8% in 2003 to 27.7% in 2004, mainly attributable to the increase in selling price of alumina, however, the surging in the price of raw materials and energy partially offset the increase.

  

Finance Costs

  

The Group's finance costs decreased by RMB42.4 million, or 9.4%, from RMB 451.4 million in 2003 to RMB409 million in 2004. The decrease was mainly attributable to the repayment of part of short-term loans and the adjustment of loan structure for operating capital which lowered the average interest rate.

  

Income Taxes

  

The Group's income tax expense increased from RMB 918.9 million in 2003 to RMB2,079.5 million in 2004, which was mainly attributable to the increased profit of the Group. The Group's effective income tax rate was 24.3% in 2004, which was lower than the statutory tax rate of 33.0%. This was mainly because three branches of the Company situated in Guizhou Province, Pingguo County and Qinghai Province in the western region of the PRC were entitled to a preferential income tax rate of 15.0% in connection with the national policy to develop the western region. Certain of the Group's plants are also entitled to preferential income tax treatment for the purchase of domestically-produced equipment in investment projects, resulting in the expenses in income tax decreased by RMB208.9 million.

  

The effective income tax rate of the Company in 2004 increased by 4.4% as compared to 2003, mainly attributable to a subsidiary of the Company in Shandong Province which ceased to be entitled to an income tax rate of 15.0% as enjoyed in prior years and its rate of income tax in 2004 resumed to 33.0% under the notice from the tax authorities by the end of 2004. Thus, the expenses of income tax increased by RMB202.5 million in 2004. Meanwhile, the Company had been granted approval from the State Tax Bureau of the PRC for consenting the Company to use the tax losses from prior years in 2003, which led to the decrease of income tax by RMB142.3 million in 2003. The two factors mentioned above are the main reasons accounting for the effective income tax rate in 2004 being higher than that in 2003.

  

Minority Interests

  

Minority interests increased from RMB 157.37 million in 2003 to RMB243.54 million in 2004 primarily due to the increase in the profit in Shandong Aluminum Company Limited, a subsidiary of the Company in which the Company has minority interests.

  

Net Profit for the Year

  

As a result of the foregoing, the Group's net profit for the year increased by 75.2% from RMB 3,552.0 million in 2003 to RMB6,223.9 million in 2004.

Working Capital

  

As of December 31, 2004, the Group's current assets amounted to RMB14,356.6 million, representing an increase of RMB5,718.0 million over RMB8,638.6 million of 2003.

  

-

the Group's inventories amounted to RMB5,231.9 million, representing an increase of RMB1,106.1 million over the previous year's RMB4,125.8 million. The increase was mainly attributable to the increase in the price and reserve volume of raw materials, resulting in the increase in inventories of raw materials by RMB1,081.9 million.

  

-

the Group's account receivables amounted to RMB1,786.8 million, representing an increase of RMB998.9 million as compared with RMB787.9 in 2003. Of which, bills receivables amounted to RMB1,524.2 million, representing an increase of RMB1,121.3 million over previous year. Trade receivables amounted to RMB262.6 million, representing a decrease of RMB122.4 million from RMB 385 million last year.

  

Current Liabilities

  

As of December 31, 2004, the Group's current liabilities amounted to RMB13,193.5 million, representing an increase of RMB2,922.1 million as compared with RMB10,271.4 million in 2003. The increase was mainly attributable to certain amount of premium charged by the Company to customers engaged in the Company's long-term contract of alumina and the prepayment made by some of the customers, resulting in the increase in account received in advance amounted to RMB810.8 million. Due to the increase of projects of capital expenditure, the construction payable increased by RMB824.7 million. Income tax increased as a result of the corresponding increase in the profit of the Company. The Company has been approved by the State to settle and pay its income tax aggregately. According to the requirement of tax laws, in general, income tax of a year shall be paid before 30 April in the following year. Thus, income tax payable increased by RMB513.9 million as of December 31, 2004.

  

The Group's net current assets amounted to RMB1,163.1 million as of December 31, 2004. This represented an increase of RMB2,795.9 million over the net current liabilities as of December 31, 2003 which was to RMB1,632.8 million. The increase was mainly attributable to the improvement in financing sources and capital structure under the prudent financial policies of the Company.

  

Capital Expenditures and Capital Commitments

  

As of December 31 2004, the Group's capital expenditures amounted to RMB10,282.3 million, which mainly consists of the investment of 280,000 tonnes Alumimun poject in the establishment of the aluminum project of an associated company, Huaze Aluminum and Power Company (chinese characters), together with the project of 800,000 tonnes of alumina project in Shanxi, the project of 700,000 tonnes of alumina project in Henan and the project of 300,000 tonnes of alumina project in Zhongzhou as well as the project of technological renovation for the Company's production plants etc. At present, those projects are in smooth progress and the expected results will be reached.

  

As of December 31, 2004, the Group's capital commitments amounted to RMB8,696.9 million, which mainly consists of the Company's proposed investment in the greenfield and brownfield projects of alumina and primary aluminum production lines. Major projects include alumina projects in Shanxi, Henan and Zhongzhou as well as aluminum projects in Guizhou, Qinghai and Shanxi, together with the projects of technological renovation for outdated equipments.

  

By virtue of its credit standing and the domestic capital availability, the Group is able to finance its capital expenditure projects and related expenditures through cash generated from operating activities, short-term and long-term borrowings and the proceeds from its global offering.

  

In light of its long-term development strategy of "Prioritize alumina first, develop aluminum selectively, and boost aluminum fabrication", the Group expects to gradually expand the production capacity of alumina and primary aluminum by investment in new production lines and acquisition of domestic aluminum production lines in good operations. The Group will strive to explore market share and enhance its market competitiveness, so as to improve operating results for better return to shareholders.

  

Cash and Cash Equivalents

  

Cash and cash equivalents of the Group as of December 31, 2004 (including foreign currency-denominated deposits) totaled RMB6,223.8 million, comprising US dollars 55.54 million and HK dollars 250,000.

  

Net Cash Flow from Operating Activities

  

Net cash from operations increased by 37.7% from RMB6,002.5 million for the year of 2003 to RMB8,265.2 million for the year of 2004. The increase was primarily the result of the increase of the Company's operating profit. Of the net cash from operating activities, RMB456.3 million was used for interest payment and RMB1,736.2 million was used for PRC income tax payment.

  

Cash Flows from Investing Activities

  

The Group's cash outlays for capital expenditure projects amounted to RMB5,352.8 million and RMB8,972.4 million in 2003 and 2004 respectively. The capital expenditure in 2004 contributed to the increase of 520,000 tonnes of alumina production capacity.

  

Cash Flows from Financing Activities

  

Net cash inflows from financing activities amounted to RMB4,418.0 million in 2004, which was mainly derived from the proceeds of RMB3,250.7 million from the issue of shares, additional bank loans of RMB1,884.5 million and the payment of dividends for 2003 amounting to RMB1,060.8 million. The Group has also established standby credit facilities with domestic banks for an aggregate of RMB32,798.0 million to finance any capital shortfall related to its alumina and primary aluminum projects and for relevant working capital purposes.

  

Foreign Exchange Rate Risk

  

The Group conducts its business primarily in Renminbi.

  

Renminbi is not a freely convertible currency. The restrictions on foreign exchange imposed by the PRC government may result in the material differences between future exchange rate and the current exchange rate or historical exchange rate. The changes in the exchange rate of Renminbi will impact our ability in carrying out operations related to foreign exchange. Those changes will also impact our ability in payment of dividend in HK dollars and in payment of dividend of American Depository Shares in US dollars. The Company believes that it is able and will be able to obtain sufficient foreign exchange to implement the above-mentioned operations.

  

Future Development and Prospects of Businesses

  

In 2004, China's GDP growth rate reached 9.5%. China's economy is expected to continue its strong growth in 2005, with increasingly important contribution from industrial growth to the national economy. Also, the relationship between aluminum and the national economy is expected to become even stronger. The recovery of the global economy will further boost aluminum consumption and continue to support the high prices of aluminum and alumina. The PRC macroeconomic control is fostering a promising outlook for the development of the domestic aluminum industry step by step, also providing an opportune time for the Company's growth.

  

From the Company's perspective, the market situation will continue to be critical in 2005, and production operations continue to face many challenges, mainly including:

  

*

an increase in production cost resulting from the lasting increase in prices of raw materials and power;

     

*

continuing power shortages and transportation bottlenecks could cause difficulties in production and operation;

     

*

cancellation of tax refund for aluminium export out of PRC will decrease aluminium export from the PRC and result in intensified competition in the domestic aluminium market.

     

For this reason, the Company will take effective measures based on in-depth studies and analysis of the state's policies and the market environment. In 2005, the Company will continue to carry out various innovations to strengthen the management and advance technological progress, together with the Company's rapid growth and all-round success in various tasks, this will lay a solid foundation for the Company to become a first-class world enterprise. The Company's major targets in 2005 are as follows:

     

*

In addition to securing its advantageous position in the PRC, the Company will speed up construction of alumina and primary aluminum projects, put more efforts in exploitation of bauxite resources to increase its resource and market shares, and further expand financing channels to sharpen its core competitive edge.

     

*

The Company will place great emphasis on the importance of strategy and decision management by identifying differences from the world leading enterprises. In order to bring management performance to new heights, the Company will consolidate the bases of development in production and operation, marketing, financial control, quality management, risk control and staff caliber.

     

*

The Company will further reinforce production and operation based on its optimized on-site management, streamline work flows and improve the sampling system of equipment inspection. Also it will prepare and carry out operating plans and management contingency proposals, with emphasis on environmental protection and production safety.

     

*

Elaborating the crucial role of marketing in corporate operation, the Company will scrutinize market movements and strengthen its capabilities in market forecast, swift reaction and scientific decision making to lay out practicable measures. On the other hand, it will continue to refine its long-standing and steady sales channels and strengthen its sales networks. With flexible sales strategies and dealing modes, the Company aims at effective operation with a global presence by way of effective interaction between the domestic and overseas markets.

     

*

As for the financial budget management, the Company will improve its budget analysis system to follow up, analyze and monitor the whole process of budget implementation. Meanwhile, the Company will set up a corporate cost management mode and carry out cost objective management to promote application of information technology in financial management.

USE OF PROCEEDS

  

As of December, 2001, the net proceeds from the Global Offering amounted to approximately RMB3,303 million. As of December 31, 2004, approximately RMB688.5 million was used to settle the current portion of the long-term liabilities and RMB2,614.8 million was used for capital expenditures. The proceeds was all used up at the end of 2004. In January 2004, the Company's net proceeds from its new H Share placement amounted to RMB3,251 million. RMB562 million was used for capital expenditures. The net amount of raising fund was approximately RMB2,689 million, which remained unused are currently deposited with banks.

     

LITIGATION AND CONTINGENT LIABILITIES

     

(a)

Litigation

     
  

As of December 31, 2004, the Group has no significant pending litigation.

     

(b)

Compensation with regard to the formation of an equity joint venture

     
  

Pursuant to a memorandum of understanding dated November 12, 2001 (the "MOU") signed between the Company and Alcoa International (Asia) Limited ("Alcoa"), the two parties have agreed to form a 50/50 equity joint venture which will own and operate the alumina and primary aluminum production facilities owned by the Guangxi branch of the Company (the "Pingguo JV"). Pursuant to the Subscription Agreement pertaining to which Alcoa acquired shares in the Company, if the final joint venture agreement of the Pingguo JV is not executed within eight months of the closing of the Company's global offering or if all necessary relevant PRC government approvals for the Pingguo JV are not obtained within 12 months of the closing of the Company's global offering due to the failure of a party to abide by its expressions of intent in the MOU, then that party would be obligated to pay US$7.5 million (approximately RMB62.1 million) to the other party as compensation.

     
  

Although the final joint venture agreement was not executed, pursuant to the Supplementary Agreement of the Strategic Investor Subscription Agreement, the Company continues to work actively and closely with Alcoa to conclude the joint venture agreement consistently with its expressed intentions in the MOU. The Company has not made a claim against Alcoa nor, according to the Directors, has Alcoa asserted a claim against the Company for compensatory payment.

     
  

With effort contributed by both parties, significant progress was noted, including the finalization of the joint venture agreement, articles of association and electricity supply arrangement. On March 29, 2004, the establishment of the Pingguo JV was approved by the National Development and Reform Commission.

     

SHARE CAPITAL STRUCTURE

  

The share capital structure of the Company as of December 31, 2004 was as follows:

     

As of December 31, 2004

     


  

Shareholders of
Domestic Shares or H Shares

No. of shares

Percentage in
issued share
capital

     

(in millions)

(%)

           
  

Shareholders of Domestic Shares

     
  

Chinalco

4,656.3

42.14

  

China Cinda

1,610.3

14.57

  

China Orient

602.2

5.45

  

China Development Bank

554.9

5.02

  

Guangxi Investment

196.8

1.78

  

Guizhou Development

129.4

1.17

           
  

Shareholder of H Shares

     
  

Alcoa

884.2

8.00

  

Other shareholders in the public

2,415.7

21.87

SUBSTANTIAL SHAREHOLDERS

  

So far as the Directors are aware, as of December 31, 2004, the persons other than Directors, Chief Executives or Supervisors of the Company who have interests or short positions in the shares or underlying shares of the Company which are discloseable under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (the "SFO") are as follows (the interests in shares and short positions disclosed herein are in addition to those disclosed in respect of the Directors, Chief Executives and Supervisors):

              

Percentage in

  

Name of

           

the relevant

Percentage

substantial

Class

Number of

  

Type of

class of

in total

shareholders

of shares

shares held

Capacity

interest

share capital

share capital

                    

Chinalco

Domestic Shares

4,656,261,060(L)

Beneficial owner

corporate

60.08%

42.14%

China Cinda

Domestic Shares

1,610,332,210(L)

Beneficial owner

corporate

20.78%

14.57%

China Orient

Domestic Shares

602,246,135(L)

Beneficial owner

corporate

7.77%

5.45%

China Development Bank

Domestic Shares

554,940,780(L)

Beneficial owner

corporate

7.16%

5.02%

Alcoa Inc.

H Shares

884,200,000(L)

Interest of

corporate

30.55%

8.00%

        

controlled

        
        

corporation

        

Alcoa

H Shares

884,200,000(L)

Beneficial owner

corporate

30.55%

8.00%

EMPLOYEES, PENSION PLANS AND WELFARE FUND

  

The Group had approximately 68,615 employees as of December 31, 2004. The remuneration package of the employees includes salary, bonuses and allowances. Employees also receive welfare benefits including medical care, housing subsidies, child care and education, retirement and other miscellaneous items.

  

In accordance with applicable PRC regulations, the Group currently joins pension contribution plans organized by provincial and municipal governments, under which each of the Group's plants is required to contribute to the pension fund an amount equal to a specified percentage of the sum of its employees' salaries, bonuses and various allowances. The amount of contribution as a percentage of the employees' salary varies from plant to plant, ranging from 18.0% to 22.9%, depending in part on the location of the plant and the average age of the employees. The Company also contributes to a welfare fund for its employees. The contributions of the Company to this welfare fund are made at rates ranging from 5% to 10% of the Company's after-tax profit. The Company had not paid retirement benefits to its employees as of December 31, 2004.

  

DIRECTORS', CHIEF EXECUTIVES' AND SUPERVISORS' INTERESTS IN SHARES OF THE COMPANY

  

During the year ended December 31, 2004, none of the Directors or Chief Executives or Supervisors or their respective associates had any interests in the Company or any associated corporations (within the meaning of the SFO) which are (a) required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO; or (b) required to be recorded in the register kept by the Company pursuant to Section 352 of the SFO; (c) required to be notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

  

During the year ended December 31, 2004, none of the Directors or Chief Executives, Supervisors, senior management or their spouses or children under the age of 18 was given the right to acquire shares or debentures of the Company or any associated corporations (within the meaning of the SFO).

  

DESIGNATED DEPOSITS AND OVERDUE TIME DEPOSITS

  

As of December 31, 2004, the Group had not placed any designated deposits with any financial institution in the PRC, nor had it failed to collect any time deposits upon maturity during the year.

  

THE CODE OF BEST PRACTICE

  

During the year ended December 31, 2004, the Company was in compliance with the Code of Best Practice as set out in the Listing Rules.

  

CLOSURE OF REGISTER OF MEMBERS

  

The Register of Members will be closed from Wednesday, 11 May, 2005 to Thursday, 9 June, 2005, both days inclusive. In order to be eligible for the final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Hong Kong Registrars Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, at the close of business on Tuesday, 10 May, 2005.

  

REPURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES

  

The Company did not redeem any of its shares during 2004. Neither the Company nor any of its subsidiaries purchased or sold any of its shares during 2004.

  

AUDIT COMMITTEE

  

The power and written terms of reference in relation to the authorities and duties of the Audit Committee were prepared and adopted in accordance with and with reference to "Guidelines of Effective Operation for Audit Committee" published by the Hong Kong Institute of Certificated Public Accountants and Rule 10A-3 of The Securities Exchange Act of 1934.

  

PUBLICATION OF ANNUAL RESULTS ON THE INTERNET WEBSITE OF THE STOCK EXCHANGE OF HONG KONG LIMITED

  

An annual report of the Company containing all the financial and relevant information required by paragraphs 45(1) to 45(3) of Appendix 16 to the Hong Kong Listing Rules of the Hong Kong Stock Exchange will be posted on the website of the Hong Kong Stock Exchange in due course.

  

The financial information set out above does not constitute the Company's statutory financial statements for the years ended December 31, 2003 and 2004 but is derived from the consolidated financial statements prepared in accordance with accounting principles generally accepted in Hong Kong and comply with accounting standards issued by the HKICPA. Those consolidated financial statements for the year ended December 31, 2004, which contain an unqualified auditors report, will be delivered to the Registrar of Companies, and delivered to shareholders as well as made available on the Company's website at http://www.chalco.com.cn.

  

CORPORATE INFORMATION

  

Basic conditions of the Company are listed as follows:

Registered name

:

(chinese characters)

        

Name in English

:

Aluminum Corporation of China Limited

        

Registered address

:

No. 12B Fuxing Road
Haidian District, Beijing
People's Republic of China 100814

        

Place of business

:

No. 12B Fuxing Road
Haidian District, Beijing
People's Republic of China 100814

        

Principal place of business
  in Hong Kong

:

Unit 3103, 31/F., Office Tower,
Convention Plaza
1 Harbour Road
Wanchai, Hong Kong

        

Authorised representative

:

Xiao Yaqing

        

Company Secretary

:

Liu Qiang

        

Department for corporate
  information and inquiry

:

Secretarial Office to the Board

        

Telephone for corporate
  information and inquiry

:

86-10-6398 5654

        

Places of listing

:

The Stock Exchange of Hong Kong Limited ("HKSE")
New York Stock Exchange, Inc ("NYSE")

        

Name of share

:

Chalco

        

Stock code

:

2600 (HKSE)
ACH (NYSE)

As at the date of this announcement, the Executive Directors are Mr. Xiao Yaqing, Mr. Xiong Weiping, Mr. Luo Jianchuan, Mr. Chen Jihua (Executive Directors), Mr. Joseph C. Muscari (Non-Executive Directors) and Mr. Chiu Chi Cheong, Clifton, Mr. Wang Dianzuo and Mr. kang Yi (Independent Non-Executive Directors).

  

Made by order of the board of Directors, each of whom individually and jointly accept responsibility for the accuracy of this announcement.

     
  

By the order of the Board of Directors
Xiao Yaqing
Chairman and Chief Executive Officer

Beijing, PRC
28 March, 2005

  
     

* For identification only