6-kAnnouncement

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 October 2009.
___________________

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

No. 62 North Xizhimen Street
Haidian District, Beijing
People's Republic of China 100082

(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  October 27, 2009       

 

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


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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.


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

(Stock Code: 2600)

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to the Announcements and the Circulars, in which the Company has disclosed, among others, information relating to the Continuing Connected Transactions between (i) the Group as a party; and (ii) Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development or Guan Lv as the other party.

Chinalco is the controlling shareholder of the Company. Guangxi Investment and Guizhou Development are promoters of the Company. Xinan Aluminum, Nanping Aluminum and Guan Lv are substantial shareholders of the non-wholly owned subsidiaries of the Company. Therefore, Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development and Guan Lv are connected persons of the Company under the Listing Rules.

The Continuing Connected Transactions will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Group and accordingly constitute continuing connected transactions of the Company under the Listing Rules.

Since some of the applicable percentage ratios for the Exempt Continuing Connected Transactions calculated on annual basis is more than 0.1% but less than 2.5%, the Exempt Continuing Connected Transactions are only subject to the reporting and announcement requirements and are exempted from the independent shareholders' approval requirements.

Since each of the applicable percentage ratios for the Non-Exempt Continuing Connected Transactions calculated on annual basis is more than 2.5%, the Non-Exempt Continuing Connected Transactions are subject to the reporting and announcement requirements and independent shareholders' approval requirements. An EGM will be convened to obtain independent shareholders' approval regarding the renewal of Non-exempt Continuing Connected Transactions. A circular containing, among others, (i) details of the Non-Exempt Continuing Connected Transactions, (ii) a letter of recommendation from the independent board committee to the independent shareholders of the Company, and (iii) a letter of advice by an independent financial adviser to the independent board committee and the independent shareholders of the Company will be despatched to the shareholders of the Company as soon as practicable pursuant to the Listing Rules.

I.

BACKGROUND

 

 

 

Reference is made to the Announcements and the Circulars in which the Company has disclosed information in relation to, among others, the Continuing Connected Transactions between (i) the Group as a party; and (ii) Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development or Guan Lv as the other party, which are governed by the Agreements. Details of the Continuing Connected Transactions are set out below.

 

 

II.

THE CONTINUING CONNECTED TRANSACTIONS

 

 

 

(A)

Comprehensive Social and Logistics Services Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as provider

 

 

 

 

 

 

 

 

:

the Company as recipient

 

 

 

 

 

 

 

Existing term

:

3 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of transactions

:

(i)

Social Welfare Services: public security and fire fighting services, education and training, schools, hospitals and hygiene, cultural and physical education, newspapers and magazines publication and broadcasting, printing and other services; and

 

 

 

 

 

 

 

 

 

 

(ii)

Logistics Services: property management, environmental and hygiene, greenery, nurseries and kindergartens, sanatoriums, canteens, guest-houses, offices, public transportation, retirement management and other services.

 

 

 

 

 

 

 

 

Price determination

:

the services will be provided: (i) according to state-prescribed price; (ii) if there is no state-prescribed price but there is a state-guidance price, then according to the state-guidance price; and (iii) if there is neither a state-prescribed price nor a state-guidance price, then according to the Market Price; and (iv) if none of the above is applicable, then according to the Contractual Price.

 

 

 

 

 

 

 

Payment term

:

Monthly payment

 

 

 

 

 

 

(B)

Mutual Supply Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as both provider and recipient

 

 

 

 

 

 

 

 

:

the Company as both provider and recipient

 

 

 

 

 

 

 

Existing term

:

3 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of Transaction

:

(A)

Supplies and Ancillary Services Provided by Chinalco to the Company:

 

 

 

 

 

 

 

 

 

 

 

(i)

Production Supplies: carbon ring, carbon products, cement, coal, oxygen, bottled water, steam, fire brick, aluminum fluoride, cryolite, lubricant, resin, clinker, fabricated aluminum and other similar supplies;

 

 

 

 

 

 

 

 

 

 

 

 

(ii)

Transportation and Loading Services: vehicle transportation, loading services, railway transportation and other loading services; and

 

 

 

 

 

 

 

 

 

 

 

 

(iii)

Supporting Services and Ancillary Production Services: communications, repair, processing and fabrication, quality testing, project construction, environmental protection, road maintenance and other similar services.

 

 

 

 

 

 

 

 

 

 

 

(B)

Supplies and Ancillary Services Provided by the Company to Chinalco:

 

 

 

 

 

 

 

 

 

 

 

(i)

Production Supplies: alumina, primary aluminum, scrap materials, pitch and other similar supplies; and

 

 

 

 

 

 

 

 

 

 

 

 

(ii)

Supporting Services and Ancillary Production Services: electricity supply, gas, heat and water, repair, measurement, quality testing, spare parts, production transportation, steam and other similar services.

 

 

 

 

 

 

 

 

 

Price determination:

:

same as in the Comprehensive Social and Logistics Services Agreement

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

(C)

Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement

 

 

 

 

 

Date

:

20 October 2008

 

 

 

 

 

 

 

Parties

:

Xinan Aluminum as both provider and recipient

 

 

 

 

 

 

 

 

:

the Company as both provider and recipient

 

 

 

 

 

 

 

Existing term

:

19 months expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of Transaction

:

(i)

sale of products by the Company and its branches and relevant subsidiaries to Xinan Aluminum; such products include, among other things, primary aluminum and aluminum alloy ingots;

 

 

 

 

 

 

 

 

 

 

(ii)

purchase of products and services by Chalco SW Aluminum, a subsidiary of the Company, from Xinan Aluminum; such products and services include, among other things: aluminum alloy ingots, provision of equipment, water, electricity and gas; provision of maintenance and repair services; provision of unloading, transportation and storage services;

 

 

 

 

 

 

 

 

 

 

(iii)

sale of products by Chalco SW Aluminum to Xinan Aluminum, which include, among other things: aluminum alloy sheets or rolls, aluminum fabrication scraps; and

 

 

 

 

 

 

 

 

 

 

(iv)

purchase of products by Chalco International Trading, a subsidiary of the Company, from Xinan Aluminum, mainly aluminum fabrication products

 

 

 

 

 

 

 

 

Price determination

:

same as in the Comprehensive Social and Logistics Services Agreement

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(D)

Long Term Agreement for Sale and Purchase of Alumina

 

 

 

 

 

Date

:

9 October 2004

 

 

 

 

 

 

 

Parties

:

Nanping Aluminum as recipient

 

 

 

 

 

 

 

 

:

the Company as provider

 

 

 

 

 

 

 

Existing term

:

5 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of transaction

:

purchase of alumina, primary aluminum and aluminum ingots

 

 

 

 

 

 

 

Price determination:

:

market price

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(E)

Sale and Purchase Agreement

 

 

 

 

 

Date

:

27 August 2008

 

 

 

 

 

 

 

Parties

:

Nanping Aluminum as provider

 

 

 

 

 

 

 

 

:

the Company as recipient

 

 

 

 

 

 

 

Existing term

:

1 year expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of transaction

:

purchase of alumina sheets and provision of fabrication services

 

 

 

 

 

 

 

Price determination

:

market price

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

(F)

Provision of Alumina and Aluminum Products Agreement

 

 

 

 

 

Date

:

20 October 2008

 

 

 

 

 

 

 

Parties

:

Guangxi Investment (for itself and/or on behalf of its associates and subsidiaries) as provider and recipient; the Company (for itself and on behalf of its relevant subsidiaries) as provider and recipient

 

 

 

 

 

 

 

Existing term

:

about 14.5 months expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of Transaction

:

(i)

sale of primary aluminum and alumina by the Company and its branches and relevant subsidiaries to Guangxi Investment and/or its associates or subsidiaries; and

 

 

 

 

 

 

 

 

 

 

(ii)

purchase of alumina by the Company from Guangxi Investment and/or its associates and subsidiaries.

 

 

 

 

 

 

 

 

Price determination

:

same as in the Comprehensive Social and Logistics Services Agreement

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(G)

Agreement for Sale and Purchase of Aluminium Products

 

 

 

 

 

Date

:

27 August 2008

 

 

 

 

 

 

 

Parties

:

Guizhou Development as recipient

 

 

 

 

 

 

 

 

:

the Company as provider

 

 

 

 

 

 

 

Existing term

:

1 year expiring on 31 December 2008

 

 

 

 

 

 

 

Nature of Transaction

:

sale of primary aluminum

 

 

 

 

 

 

 

Price determination

:

market price

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(H)

Long Term Sale and Purchase Agreement for Alumina

 

 

 

 

 

Date

:

22 August 2006

 

 

 

 

 

 

 

Parties

:

Guan Lv as recipient

 

 

 

 

 

 

 

 

:

the Company as provider

 

 

 

 

 

 

 

Existing term

:

3 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of Transaction

:

Alumina and aluminum alloy ingots

 

 

 

 

 

 

 

Price determination

:

market price

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(I)

Mineral Supply Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as supplier

 

 

 

 

 

 

 

 

:

the Company as recipient

 

 

 

 

 

 

 

Existing term

:

3 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of transactions

:

supply of bauxite and limestone; before meeting the Company's bauxite and limestone requirements, Chinalco is not entitled to provide bauxite and limestone to any third parties

 

 

 

 

 

 

 

Price determination

:

(1)

For supplies of bauxite and limestone from Chinalco's 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 supplies of bauxite and limestone from jointly operated mines, at contractual price paid by Chinalco to such third parties.

 

 

 

 

 

 

 

 

Payment term

:

Cash on delivery

 

 

 

 

 

 

(J)

Provision of Engineering, Construction and Supervisory Services Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as provider

 

 

 

 

 

 

 

 

:

the Company as recipient

 

 

 

 

 

 

 

Existing term

:

3 years expiring on 31 December 2009

 

 

 

 

 

 

 

Nature of transaction

:

metallurgical engineering design, project construction and supervisory services

 

 

 

 

 

 

 

Price determination

:

services are provided according to state guidance price, and if none; 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.

 

 

 

 

 

 

(K)

Land Use Rights Leasing Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as landlord

 

 

 

 

 

 

 

 

:

the Company as tenant

 

 

 

 

 

 

 

Term

:

50 years expiring on 30 June 2051

 

 

 

 

 

 

 

 

 

As previously disclosed in the Taifook Letter, 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 which may be difficult and impracticable given (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. 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, which are located in the PRC

 

 

 

 

 

 

 

Price determination:

:

the rent shall be reviewed every three years at a rate not higher than prevailing market rent as confirmed by an independent valuer

 

 

 

 

 

 

 

Payment term

:

Monthly payment

 

 

 

 

 

 

(L)

Leases

 

 

 

 

 

Buildings Leasing Agreement

 

 

 

 

 

Date

:

5 November 2001

 

 

 

 

 

 

 

Parties

:

Chinalco as landlord and tenant

 

 

 

 

 

 

 

 

:

the Company as landlord and tenant

 

 

 

 

 

 

 

Term

:

20 years expiring on 30 June 2020

 

 

 

 

 

 

 

 

 

As previously disclosed in the Taifook Letter, a longer lease term is essential to the smooth operations of the Group's business. The Directors are of the view that it is normal business practice for contracts of this type to be of such duration.

 

 

 

 

 

 

 

Properties

:

59 buildings with an aggregate gross floor area of 62,189 square meters leased to Chinalco, and 100 buildings with an aggregate gross floor area of 273,637 square meters leased to the Company

 

 

 

 

 

 

 

Price determination

:

the rent shall be reviewed bi-annually and shall not be higher than prevailing market rent as confirmed by an independent valuer

 

 

 

 

 

 

 

Payment term

:

Monthly payment

 

 

 

 

 

 

 

Head Office Leasing Agreement

 

 

 

 

 

Date

:

5 March 2009

 

 

 

 

 

 

 

Parties

:

Chinalco as landlord

 

 

 

 

 

 

 

 

:

the Company as tenant

 

 

 

 

 

 

 

Term

:

3 years expiring on 15 October 2011

 

 

 

 

 

 

 

Nature of transaction

:

Leasing of head office from Chinalco

 

 

 

 

 

 

 

Price determination

:

the rent shall be reviewed every three years and shall not be higher than the prevailing market rent as determined by an independent valuer

 

 

 

 

 

 

 

Payment term

:

Prepay semi-annually

 

 

 

 

 

III.

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS

 

 

 

Since the existing term of the Agreements (except Land Use Rights Leasing Agreement, Building Leasing Agreement and Head Office Leasing Agreement) has expired or will expire on 31 December 2009 (as the case may be), the Company will enter into new extension agreements on the same terms and conditions regarding the Continuing Connected Transactions so that the next term of the Continuing Connected Transactions (except Land Use Rights Leasing Agreement, Building Leasing Agreement and Head Office Leasing Agreement) is for three years from 1 January 2010 until 31 December 2012.

 

 

 

In accordance with Rule 14A.41 of the Listing Rules, the renewal of the Non-Exempt Continuing Connected Transactions and the proposed annual caps thereunder is subject to independent shareholders' approval requirements. The Directors will propose a resolution to approve the entering into of extension agreements for the Non-exempt Continuing Connected Transactions and the proposed annual caps thereunder at the EGM.

 

 

IV.

HISTORICAL AMOUNTS OF CONTINUING CONNECTED TRANSACTIONS FOR THE YEARS 2007, 2008 AND THE EIGHT MONTHS ENDED 31 AUGUST 2009

 

 

 

Set out below are the actual amounts and the annual caps of each category of Continuing Connected Transactions for the two previous financial years ended 31 December 2007 and 2008 and the eight months ended 31 August 2009:

 

 

 

 

 

 

 

 

Actual amount

 

 

 

 

 

 

 

in RMB

Annual

 

 

 

 

 

 

millions for

limit in

 

 

Ended 31 December 2007

Ended 31 December 2008

the eight

RMB millions

 

 

Actual

Annual

Actual

Annual

months

for the

 

 

amount

limit in

amount

limit

ended

year ended

 

 

in RMB

RMB

in RMB

in RMB

31 August

31 December

 

Transactions Expenditure

millions

millions

millions

millions

2009

2009

 

 

 

 

 

 

 

 

 

(A)

Comprehensive Social and

886

1,740

723

2,003

420

2,320

 

 

   Logistics Services Agreement

 

 

 

 

 

 

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(B)

Mutual Supply Agreement

4,707

5,800

3,527

4,200

2,734

3,800

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(C)

Provision of Aluminum and

Not applicable

Not applicable

1,347

4,600

1,132

4,000

 

 

   Aluminum Alloy Ingots and

 

 

 

 

 

 

 

 

   Aluminum Fabrication

 

 

 

 

 

 

 

 

   Services Agreement

 

 

 

 

 

 

 

 

   (Counterparty:

 

 

 

 

 

 

 

 

   Xinan Aluminum)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(E)

Sale and Purchase Agreement

Not applicable

Not applicable

90

400

140

450

 

 

   (Counterparty:

 

 

 

 

 

 

 

 

   Nanping Aluminum)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(F)

Provision of Alumina and

Not applicable

Not applicable

345

815

265

1,770

 

 

   Aluminum Products

 

 

 

 

 

 

 

 

   Agreement

 

 

 

 

 

 

 

 

   (Counterparty:

 

 

 

 

 

 

 

 

   Guangxi Investment)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(I)

Mineral Supply Agreement

387

445

427

643

7

890

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(J)

Provision of Engineering,

2,876

3,970

8,224

11,000

2,412

12,200

 

 

   Construction and Supervisory

 

 

 

 

 

 

 

 

   Services Agreement

 

 

 

 

 

 

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(K)

Land Use Rights

622

620

884

1,000

497

1,000

 

 

   Leasing Agreement

(Note 1)

(Note 1)

 

 

 

 

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(L)

Leases

9

100

64

100

46

100

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(B)

Mutual Supply Agreement

6,152

8,500

4,832

7,600

113

7,300

 

 

   (Counterparty: Chinalco)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(C)

Provision of Aluminum and

Not applicable

Not applicable

2,961

9,000

1,449

7,000

 

 

   Aluminum Alloy Ingots and

 

 

 

 

 

 

 

 

   Aluminum Fabrication

 

 

 

 

 

 

 

 

   Services Agreement

 

 

 

 

 

 

 

 

    (Counterparty:

 

 

 

 

 

 

 

 

   Xinam Aluminum)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(D)

Long Term Agreement for

Not applicable

Not applicable

286

920

191

1,030

 

 

   Sale and Purchase of Alumina

 

 

 

 

 

 

 

 

   (Counterparty:

 

 

 

 

 

 

 

 

   Nanping Aluminum)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(F)

Provision of Alumina and

434

450

1,352

1,490

506

1,490

 

 

   Aluminum Products Agreement

 

 

 

 

 

 

 

 

   (Counterparty:

 

 

 

 

 

 

 

 

   Guangxi Investment)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(G)

Agreement for Sale and

Not applicable

Not applicable

100

400

66

450

 

 

   Purchase of Aluminium

 

 

 

 

 

 

 

 

   Products (Counterparty:

 

 

 

 

 

 

 

 

   Guizhou Development)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(H)

Long Term Sale and

212

Not applicable

133

210

0

260

 

 

   Purchase Agreement for

 

 

 

 

 

 

 

 

   Alumina (Counterparty:

 

 

 

 

 

 

 

 

   Guan Lv)

 

 

 

 

 

 

 

Note:

 

 

 

 

 

1.

As disclosed in the Company's announcement dated 6 March 2008, the increase in annual rental had caused the original cap for the year ended 31 December 2007 exceeded by RMB1.76 million. As the Land Use Rights Leasing Agreement was subject to the reporting and announcement requirements and was exempted from the independent shareholders' approval requirements, the Company issued an announcement on 6 March 2008, accordingly.

 

 

 

V.

PROPOSED ANNUAL CAPS FOR THE CONTINUING CONNECTED TRANSACTIONS FOR THE THREE YEARS ENDING 31 DECEMBER 2012

 

 

 

The annual caps for the Land Use Rights Leasing Agreement and Leases are determined based on the future rental payment agreed between the parties based on the terms of the relevant agreements, while the annual caps for the other Continuing Connected Transactions have been determined based on the estimated amount of transactions involved with reference to the historical transaction volumes, the estimated potential growth of the Group and the expected economic growth of China, alongside with the impact brought by the global financial tsunami and the recent metal price escalation. The Directors (including the independent non-executive Directors) consider the annual caps to be fair and reasonable.

 

 

 

The following table sets out the proposed annual caps for the Continuing Connected Transactions for the three years ending 31 December 2012:

 

 

 

 

Proposed annual caps for

 

 

 

the year ending 31 December

 

 

 

(amount in RMB millions)

 

 

Transactions Expenditure:

 2010

 2011

 2012

 Category

 

 

 

 

 

 

 

(A)

Comprehensive Social and

880

920

970

Exempt

 

 

   Logistics Services Agreement

 

 

 

Continuing

 

 

   (Counterparty: Chinalco)

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

(B)

Mutual Supply Agreement

4,450

4,900

5,200

Non-exempt

 

 

   (Counterparty: Chinalco)

 

 

 

Continuing

 

 

 

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

(C)

Provision of Aluminum and

4,200

4,800

5,200

Non-exempt

 

 

   Aluminum Alloy Ingots and

 

 

 

Continuing

 

 

   Aluminum Fabrication

 

 

 

Connected

 

 

   Services Agreement

 

 

 

Transaction

 

 

   (Counterparty:

 

 

 

 

 

 

   Xinam Aluminum)

 

 

 

 

 

 

 

 

 

 

 

 

(E)

Sale and Purchase Agreement

450

500

600

Exempt

 

 

   (Counterparty:

 

 

 

Continuing

 

 

   Nanping Aluminum)

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

(F)

Provision of Alumina and

1,500

1,500

1,800

Exempt

 

 

   Aluminum Products Agreement

 

 

 

Continuing

 

 

   (Counterparty:

 

 

 

Connected

 

 

   Guangxi Investment)

 

 

 

Transaction

 

 

 

 

 

 

 

 

(I)

Mineral Supply Agreement

890

1,000

1,100

Exempt

 

 

   (Counterparty: Chinalco)

 

 

 

Continuing

 

 

 

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

(J)

Provision of Engineering,

13,500

14,900

16,400

Non-exempt

 

 

   Construction and

 

 

 

Continuing

 

 

   Supervisory Services Agreement

 

 

 

Connected

 

 

    (Counterparty: Chinalco)

 

 

 

Transaction

 

 

 

 

 

 

 

 

(K)

Land Use Rights

1,100

1,200

1,300

Exempt

 

 

   Leasing Agreement

 

 

 

Continuing

 

 

   (Counterparty: Chinalco)

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

(L)

Leases

110

110

110

Exempt

 

 

   (Counterparty: Chinalco)

 

 

 

Continuing

 

 

 

 

 

 

Connected

 

 

 

 

 

 

Transaction

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

(B)

Mutual Supply Agreement

 9,500

 10,500

 11,500

 Non-exempt

 

 

   Counterparty: Chinalco

 

 

 

 Continuing

 

 

 

 

 

 

 Connected

 

 

 

 

 

 

 Transaction

             
 

(C)

Provision of Aluminum and

8,000

8,500

9,000

Non-exempt

   

   Aluminum Alloy Ingots and

     

Continuing

   

   Aluminum Fabrication

     

Connected

   

   Services Agreement

     

Transaction

   

   (Counterparty:

       
   

   Xinan Aluminum)

       
             
 

(D)

Long Term Agreement for

1,500

1,800

2,200

Non-exempt

   

   Sale and Purchase of Alumina

     

Continuing

   

   (Counterparty: Nanping

     

Connected

   

   Aluminum)

     

Transaction

             
 

(F)

Provision of Alumina and

1,500

1,650

1,815

Exempt

   

   Aluminum Products Agreement

     

Continuing

   

   Counterparty: Guangxi Investment

     

Connected

           

Transaction

             
 

(G)

Agreement for Sale and

500

500

500

Exempt

   

   Purchase of Aluminum

     

Continuing

   

   Products Counterparty:

     

Connected

   

   Guizhou Development

     

Transaction

             
 

(H)

Long Term Sale and

500

700

1,000

Exempt

   

   Purchase Agreement

     

Continuing

   

   for Alumina (Counterparty:

     

Connected

   

   Guan Lv)

     

Transaction

VI.

REASONS FOR AND BENEFITS FOR CONTINUATION OF THE CONTINUING CONNECTED TRANSACTIONS

 

 

 

Due to the long-term relationship between the Group and Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development and/or Guan Lv, the Company considers that it is beneficial to continue to enter into the Continuing Connected Transactions as these transactions have facilitated and will continue facilitate the operation and growth of the Group's business.

 

 

 

The Board (including independent non-executive Directors) considers that the Agreements are entered into (i) in the ordinary course and usual course of business of the Group; (ii) on normal commercial terms; and (iii) on terms that are fair and reasonable and in the interests of the Company and its shareholders as a whole.

 

 

VII.

LISTING RULES IMPLICATIONS

 

 

 

Chinalco is the controlling shareholder of the Company. Guangxi Investment and Guizhou Development are promoters of the Company. Xinan Aluminum, Nanping Aluminum and Guan Lv are substantial shareholders of the non-wholly owned subsidiaries of the Company. Therefore, Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development and Guan Lv are connected persons of the Company under the Listing Rules.

 

 

 

The Continuing Connected Transactions will be carried out on a continuing or recurring basis in the ordinary and usual course of business of the Group and accordingly constitute continuing connected transactions of the Company under the Listing Rules.

 

 

 

Since some of the applicable percentage ratios for the Exempt Continuing Connected Transactions calculated on annual basis is more than 0.1% but less than 2.5%, the Exempt Continuing Connected Transactions are only subject to the reporting and announcement requirements and are exempted from the independent shareholders' approval requirements.

 

 

 

Since each of the applicable percentage ratios for the Non-Exempt Continuing Connected Transactions calculated on annual basis is more than 2.5%, the Non-Exempt Continuing Connected Transactions are subject to the reporting and announcement requirements and independent shareholders' approval requirements. An EGM will be convened to obtain independent shareholders' approval regarding the renewal of Non-exempt Continuing Connected Transactions. A circular containing, among others, (i) details of the Non-Exempt Continuing Connected Transactions, (ii) a letter of recommendation from the independent board committee to the independent shareholders of the Company, and (iii) a letter of advice by an independent financial adviser to the independent board committee and the independent shareholders of the Company will be despatched to the shareholders of the Company as soon as practicable pursuant to the Listing Rules.

   

VIII.

INFORMATION OF THE PARTIES

   
 

Information relating to the Company

   
 

The Company is the largest producer of alumina, primary aluminum and aluminum fabrication in the PRC. The scope of business of the Company includes bauxite mining, alumina refining, primary aluminum smelting and the manufacture of aluminum fabrication materials. Its principal products include alumina, primary aluminum and aluminum fabrication materials.

   
 

Information relating to Chinalco

   
 

Chinalco is a controlling shareholder of the Company. Chinalco is a stated-owned enterprise incorporated under the laws of the PRC, whose entities and business were contributed to the Company upon the Company's establishments. The principal activities of Chinalco include copper fabrication and manufacturing of aluminum fabrication materials.

   
 

Information relating to Xinan Aluminum

   
 

Xinan Aluminum is a limited liability company established in the PRC, which has the largest and most technologically-advanced, integrated and large-scale aluminum finishing enterprise, and specializes in the production of various processed aluminum products.

   
 

Information relating to Guizhou Development

   
 

Guizhou Development is a state-owned enterprise established in the PRC. The business of Guizhou Development is mainly in mining resources, metal materials, investment and development operations, etc.

   
 

Information relating to Nanping Aluminum

   
 

Nanping Aluminum is a large scale stated-owned enterprise established in the PRC whose principal business are the fabrication of aluminum, magnesium and other alloys, and external trade.

   
 

Information relating to Guan Lv

   
 

The principal businesses of Guan Lv include the manufacturing and sales of primary aluminum and aluminum fabrication products.

   
 

Information relating to Guangxi Investment

   
 

Guangxi Investment is a state-owned enterprise controlled by the People's Government of Guangxi Zhuang Autonomous Region. It is principally engaged in provision of electricity, aluminum and securities trading services.

   

DEFINITIONS

 

"Agreements"

Comprehensive Social Services and Logistics Services Agreement, Mutual Supply Agreement, Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement, Long Term Agreement for Sale and Purchase of Alumina, Sale and Purchase Agreement, Provision of Alumina and Aluminum Products Agreement, Agreement for Sale and Purchase of Aluminum Products, Long Term Sale and Purchase Agreement for Alumina, Mineral Supply Agreement, Provision of Engineering, Construction and Supervisory Services Agreement, Land Use Rights Leasing Agreement and Leases

   

"Announcements"

the announcements of the Company dated 9 November 2006, 11 December 2006, 13 December 2006, 20 August 2007, 21 August 2007, 4 December 2007, 6 March 2008 and 20 October 2008 respectively, relating to, among other things, the Continuing Connected Transactions

   

"associate(s)"

has the same meaning ascribed thereto under the Listing Rules

   

"Board"

the board of Directors of the Company

   

"Chalco SW Aluminium"

Chalco Southwest Aluminum Co., Ltd. a limited liability company established in the PRC on 16 September 2004 and a 60% owned subsidiary of the Company. The remaining 40% equity interest is held by Xinan Aluminum. It is principally engaged in aluminum fabrication.

   

"China" or "PRC"

the People's Republic of China

   

"Circulars"

the circulars of the Company dated 27 December 2006, 27 August 2007 and 10 November 2008 respectively, relating to, among other things, the Continuing Connected Transactions

   

"Chinalco"

Aluminum Corporation of China , controlling shareholder of the Company

   

"Company"

Aluminum Corporation of China Limited , a joint stock limited company incorporated in the PRC with limited liability, whose H Shares, American depository shares and A Shares are listed on the Hong Kong Stock Exchange, New York Stock Exchange and Shanghai Stock Exchange, respectively

   

"Chinalco International Trading"

China Aluminium International Trading Corporation Limited , a subsidiary of the Company owned as to 90.5% by the Company and as to 9.5% by Chinalco Property Development Co., Ltd., a wholly-owned subsidiary of Chinalco.

 

 

"connected person(s)"

has the same meaning ascribed thereto under the Listing Rules

   

"Continuing Connected Transactions"

the Continuing Connected Transactions which have been and will continue to be entered into between the Group as a party and Chinalco, Xinan Aluminum, Nanping Aluminum, Guangxi Investment, Guizhou Development or Guan Lv as the other party, details of which are set out in section II of this announcement

   

"Contractual Price"

the price to be agreed between the relevant parties for the provision of the subject services, which shall be the Reasonable Costs incurred in providing the same plus not more than 5.0% of such costs

   

"Director(s)"

the directors of the Company

   

"EGM"

the extraordinary general meeting of the Company to be convened to approve, among other things, the Non-exempt Continuing Connected Transactions

   

"Exempt Continuing

transactions which are only subject to the reporting and announcement requirements and are exempted from

   Connected Transactions"

the independent shareholders approval, including expenditure transactions of: (A) Comprehensive Social and Logistics Services Agreement; (E) Sale and Purchase Agreement; (F) Provision of Alumina and Aluminum Products Agreement; (I) Mineral Supply Agreement; (K) Land Use Rights Leasing Agreement; (L) Leases; and revenue transactions of: (F) Provision of Alumina and Aluminum Products Agreement; (G) Agreement for Sale and Purchase of Aluminum Products; and (H) Long Term Sale and Purchase Agreement for Alumina

   

"Group"

the Company and its subsidiaries

   

"Guan Lv"

Shanxi Guan Lv Company Limited , a connected person of the Company by reason of its being a substantial shareholder holding 49% equity interest in Shanxi Huasheng Aluminum Company Limited , a subsidiary of the Company

   

"Guangxi Investment"

Guangxi Investment Group Co., Ltd. , a promoter and a connected person of the Company

   

"Guizhou Development"

Guizhou Provincial Materials Development and Investment Corporation , a state-owned enterprise in the PRC and a promoter and a connected person of the Company

   

"Hong Kong Stock Exchange"

The Stock Exchange of Hong Kong Limited

   

"Leases"

Building Leasing Agreement and Head Office Leasing Agreement

   

"Listing Rules"

the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

   

"Market Price"

the price at which the same type of service is provided by independent third parties under normal commercial terms in the ordinary course of their businesses in the same area, in the vicinity in the PRC

   

"Nanping Aluminum"

Fujian Nanping Aluminum Company Limited , a connected person of the Company by reason of its being a substantial shareholder holding 25% equity interest in Chalco Rumin Co., Ltd. , a subsidiary of the Company

   

"Non-exempt Continuing

transactions which are subject to the reporting and announcement requirements and the independent

   Connected Transactions"

shareholders' approval requirements, including expenditure transactions of: (B) Mutual Supply Agreement; (C) Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement; (J) Provision of Engineering, Construction and Supervisory Services Agreement; and revenue transactions of: (B) Mutual Supply Agreement; (C) Provision of Aluminum and Aluminum Alloy Ingots and Aluminum Fabrication Services Agreement; and (D) Long Term Agreement for Sale and Purchase of Alumina

   

"Reasonable Costs"

the costs confirmed by both parties after arm's length negotiations and permitted by the accounting system of the PRC

   

"RMB"

Renminbi, the lawful currency of China

   

"subsidiary"

has the same meaning ascribed thereto under the Listing Rules

   

"Taifook Letter"

the letter of advice to the independent board committee and the independent shareholders dated 27 December 2006 from Taifook Capital Limited, the then independent financial adviser, regarding certain continuing connected transactions of the Company as incorporated in the circular of the Company dated 27 December 2006

   

"Xinan Aluminum"

Xinan Aluminum (Group) Company Limited ( or Southwest Aluminum (Group) Company Limited), a connected person of the Company by reason of its 40% equity interest in Chalco Southwest Aluminum Co., Ltd. , a subsidiary of the Company

   
 

By order of the Board

 

Aluminum Corporation of China Limited*

 

Xiong Weiping

 

Chairman and CEO

   

Beijing, the PRC

27 October 2009

 

As at the date of this announcement, the members of the Board comprise Mr. Xiong Weiping, Mr. Luo Jianchuan, Mr. Chen Jihua and Mr. Liu Xiangmin (Executive Directors); Mr. Shi Chungui (Non-executive Director); Mr. Kang Yi, Mr. Zhang Zhuoyuan, Mr. Wang Mengkui and Mr. Zhu Demiao (Independent Non-executive Directors).

 

* For identification purpose only.

 

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 8103

*

Website: http://www.chalco.com.cn

*

Contact person: Liu Qiang, Company Secretary