中国铝业2004年度报告

20-F 1 chalco2004ar.htm ALUMINUM CORPORATION OF CHINA LIMITED UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 20-F [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-15264 (Chinese Characters) (Exact name of Registrant as specified in its charter) ALUMINUM CORPORATION OF CHINA LIMITED (Translation of Registrant's name into English)People's Republic of China (Jurisdiction of incorporation or organization)No. 12B Fuxing Road, Haidian District, Beijing, People's Republic of China 100814 (Address of Principal Executive Offices)Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each ClassAmerican Depositary Shares,each representing 100 H SharesClass H Ordinary Shares Name of Each Exchange on which RegisteredNew York Stock Exchange, Inc.The Stock Exchange of Hong Kong Limited Securities registered or to be registered pursuant to Section 12(g) of the Act:None (Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2004: Domestic Shares, par value RMB1.00 per share 7,750,010,185 H Shares, par value RMB1.00 per share 3,299,865,968 (including 425,934,600 H Shares in the form of American Depository Shares) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 X TABLE OF CONTENTS Pages Forward-Looking Statementsi Certain Terms and ConventionsiiPART IItem 1.Identity of Directors, Senior Management and Advisors1 Item 2.Offer Statistics and Expected Timetable1 Item 3Key Information1 Item 4.Information on the Company8 Item 5.Operating and Financial Review and Prospects36 Item 6.Directors, Senior Management and Employees56 Item 7.Major Shareholders and Related Party Transactions64 Item 8.Financial Information68 Item 9.The Offer and Listing70 Item 10.Additional Information70 Item 11.Quantitative and Qualitative Disclosures about Market Risk81 Item 12.Description of Securities Other than Equity Securities83 PART IIItem 13.Defaults, Dividend Arrearages and Delinquencies83 Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds 83 Item 15.Controls and Procedures83 Item 16.[Reserved]84 Item 16A.Audit Committee Financial Expert84 Item 16B.Code of Ethics84 Item 16C.Principal Accountant Fees and Services84 Item 16D.Exemption from the Listing Standards for Audit Committees84 Item 16E.Purchase of Equity Securities by the Issuer and Affiliated Purchasers88PART IIIItem 17.Financial Statements85 Item 18.Financial Statements85 Item 19.Exhibits85---------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS Certain information contained in this annual report, which does not relate to historical financial information may be deemed to constitute forward-looking statements. The words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "believe" or similar expressions are intended to identify "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, or the Exchange Act. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. These forward-looking statements include, without limitation, statements relating to: *future prices and demand for our products; *future PRC tariff levels for alumina and primary aluminum; *sales of our products; *the amount and nature of, and potential for, future development; *bauxite reserves potential; i *production forecasts of bauxite, alumina and primary aluminum; *expansion, consolidation or other trends in the aluminum industry; *the effectiveness of our cost-saving measures; *future expansion plans and capital expenditures; *expected production capacity i