Chalco - 2005 Interim Report

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 September 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   September 6, 2005       

 

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.

 

Contents

 

Corporate Information

1

   

Results

2

   

Condensed Interim Consolidated Financial Statements

2

   

Interim Dividend

46

   

Market Review

46

   

Business Review

47

   

Management's Discussion and Analysis of Financial

 

    Condition and Results of Operation

49

   

Directors, Supervisors and Senior Management

58

   

Employees, Pension Plans and Welfare Fund

58

   

Share Capital Structure

59

   

Substantial Shareholders

59

   

Directors', Chief Executive's, and Supervisors'

 

    Interests in Shares of the Company

60

   

Repurchase, Sale and Redemption of

 

    the Company's Shares

60

   

Outlook and Prospects

60

   

Corporate Governance

61

   

Code of Conduct Regarding Securities

 

    Transaction by the Directors

62

   

Audit Committee

62

   
 
 

 

CORPORATE INFORMATION

     

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

:

Unit 3103, 31/F., Office Tower,

    in Hong Kong

 

Convention Plaza

   

1 Harbour Road

   

Wanchai, Hong Kong

     

Authorised representative

:

Xiao Yaqing

     

Company Secretary

:

Liu Qiang

     

Department for corporate

:

Secretarial Office to the Board

    information and inquiry

   
     

Telephone for corporate

:

(86) 10 6398 5654

    information and inquiry

   
     

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)

     
 
1

 

The Board of Directors of Aluminum Corporation of China Limited (the "Company") is pleased to announce the unaudited interim results of operations of the Company, its subsidiaries, and jointly controlled entities (the "Group") for the six months ended June 30, 2005, and would like to express our gratitude to our shareholders and the staff for their support for the Company.

 

RESULTS

 

The consolidated turnover of the Group for the six months ended June 30, 2005 amounted to RMB17,849million, representing an increase of 25.65% over the same period last year. The consolidated net profit attributable to shareholders of the Company for the six months ended June 30, 2005 amounted to RMB3,554million, representing an increase of 1.78% over the same period last year. The basic earnings per share was RMB0.32 for the six months ended June 30, 2005.

 

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

CONDENSED CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2005

 
     

As restated

   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

 

Note

RMB'000

RMB'000


Assets

     
       

Non-current assets

     

    Property, plant and equipment

4

37,024,146

34,026,233

    Land use rights

4

15,898

16,048

    Intangible assets

4

760,231

729,153

    Interest in jointly controlled entities

 

65,783

66,877

    Interest in associated companies

5

866,685

45,000

    Investments in securities

 

-

10,800

    Available for sale financial assets

 

10,305

-

    Deferred tax assets

 

298,318

307,370

    Other long-term receivables

 

107,797

-

   

   

39,149,163

35,201,481

   

Current assets

     

    Inventories

 

5,858,429

5,231,907

    Accounts receivable, net

6

2,142,981

1,965,127

    Held-to-maturity investments

 

11,035

10,860

    Other current assets

 

889,742

924,932

    Cash and cash equivalents

 

5,348,628

6,223,763

   

   

14,250,815

14,356,589

   

Total assets

 

53,399,978

49,558,070

   


       
 
2

 

CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)

AS OF JUNE 30, 2005

       
     

As restated

   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

 

Note

RMB'000

RMB'000


Equity

     
       

Share capital and reserves

     

    Share capital

 

11,049,876

11,049,876

    Reserves

 

8,696,143

8,696,143

    Retained earnings

     

        Proposed dividend

 

-

1,944,778

        Unappropriated retained earnings

 

9,429,815

5,875,998

   

   

29,175,834

27,566,795

    Minority interests

 

1,386,183

1,239,083

   

Share capital and reserves

7

30,562,017

28,805,878

   

Liabilities

     
       

Non-current liabilities

     

    Long-term deposits payable

 

399,028

-

    Long-term loans

8

8,283,382

7,391,663

    Deferred tax liabilities

 

171,850

167,054

   

   

8,854,260

7,558,717

   

Current liabilities

     

    Accounts payable

9

2,011,258

2,047,831

    Other payables and accruals

 

4,784,517

5,544,568

    Taxation payable

 

701,815

1,078,508

    Current portion of long-term loans

8

1,374,525

1,073,658

    Short-term bonds

10

1,945,567

-

    Unsecured short-term loans

 

3,166,019

3,448,910

   

   

13,983,701

13,193,475

   

Total liabilities

 

22,837,961

20,752,192

   

Share capital, reserves and total liabilities

 

53,399,978

49,558,070

   

Net current assets

 

267,114

1,163,114

   

Total assets less current liabilities

 

39,416,277

36,364,595

   


       
 
3

 

CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE SIX MONTHS ENDED JUNE 30, 2005

       
   

Unaudited

     

As restated

   

Six months

Six months

   

ended June 30,

ended June 30,

   

2005

2004

 

Note

RMB'000

RMB'000


Turnover

11

17,848,749

14,205,165

Cost of goods sold

 

(11,771,655)

(8,579,287)

   

Gross profit

 

6,077,094

5,625,878

       

Other gains, net

11

93,222

22,484

Selling and distribution expenses

12

(319,495)

(298,060)

General and administrative expenses

13

(606,816)

(523,925)

Research and development expenses

 

(52,413)

(58,090)

   

Operating profit

 

5,191,592

4,768,287

Finance costs

14

(181,370)

(32,890)

   

Operating profit after finance costs

 

5,010,222

4,735,397

Share of profit of an associated company

 

7,798

-

Share of loss of jointly controlled entities

 

(1,094)

(695)

   

Profit before income taxes

 

5,016,926

4,734,702

Income taxes

17

(1,334,374)

(1,077,784)

   

Profit for the period

 

3,682,552

3,656,918

   

Attributable to:

     

    Shareholders of the Company

 

3,553,817

3,492,322

    Minority interests

 

128,735

164,596

   

   

3,682,552

3,656,918

   

Basic earnings per share for profit attributable

 

RMB

RMB

    to shareholders of the Company

18

0.32

0.32

   


       
 
4

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2005

 

 

Unaudited

 

Six months ended June 30, 2005

 
 

Attributable to shareholders of the Company

Minority interests

 
 

 
     

Statutory

Statutory

     
 

Share

Capital

surplus

public

Retained

 

Total

 

capital

reserve

reserve

welfare fund

earnings

 

equity

 

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000


As of January 1, 2005,

             

    as previously reported

11,049,876

6,204,045

1,277,789

1,214,309

7,410,124

-

27,156,143

As of January 1, 2005,

             

    as previously separately

             

    reported as minority interests

-

-

-

-

-

1,239,083

1,239,083

Effect after adopting HKAS23

-

-

-

-

410,652

-

410,652

 






As of January 1, 2005,

             

    as restated

11,049,876

6,204,045

1,277,789

1,214,309

7,820,776

1,239,083

28,805,878

Profit for the period

-

-

-

-

3,553,817

128,735

3,682,552

Capital contributions

-

-

-

-

-

99,000

99,000

Dividend paid

-

-

-

-

(1,944,778)

(80,635)

(2,025,413)

 






As of June 30, 2005

11,049,876

6,204,045

1,277,789

1,214,309

9,429,815

1,386,183

30,562,017

 







               
 

Unaudited

 

Six months ended June 30, 2004

 
 

Attributable to shareholders of the Company

Minority interests

 
 

 
     

Statutory

Statutory

     
 

Share

Capital

surplus

public

Retained

 

Total

 

capital

reserve

reserve

welfare fund

earnings

 

equity

 

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000


As of January 1, 2004,

             

    as previously reported

10,499,900

3,493,594

592,682

563,017

3,593,148

-

18,742,341

As of January 1, 2004,

             

    as previously separately

             

    reported as minority interests

-

-

-

-

-

651,928

651,928

Effect after adopting HKAS23

-

-

-

-

232,456

-

232,456

 






As of January 1, 2004,

             

    as restated

10,499,900

3,493,594

592,682

563,017

3,825,604

651,928

19,626,725

Profit for the period

-

-

-

-

3,492,322

164,596

3,656,918

Dividend paid

-

-

-

-

(1,060,788)

-

(1,060,788)

Issue of new shares

             

    at premium

549,976

2,750,672

-

-

-

-

3,300,648

Share issue expenses

-

(49,998)

-

-

-

-

(49,998)

 






As of June 30, 2004

11,049,876

6,194,268

592,682

563,017

6,257,138

816,524

25,473,505

 







               
 
5

 

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

FOR THE SIX MONTHS ENDED JUNE 30, 2005

 
 

Unaudited

 

Six months ended June 30,

 

2005

2004

 

RMB'000

RMB'000


Net cash inflow from operating activities

3,061,002

2,788,844

 

Net cash used in investing activities

(4,864,986)

(3,808,094)

 

Net cash inflow from financing activities

928,849

2,763,132

 

(Decrease) / increase in cash and cash equivalents

(875,135)

1,743,882

     

Cash and cash equivalents at beginning of the period

6,223,763

2,596,440

 

Cash and cash equivalents at end of the period

5,348,628

4,340,322

 

Analysis of balances of cash and cash equivalents:

   

    Bank balances and cash, not pledged

5,348,628

4,423,088

    Less: term deposits with initial term of over three months

-

(82,766)

 

Bank balances and cash

5,348,628

4,340,322

 


     
 
6

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   

1

Basis of preparation and accounting policies

   
 

These unaudited condensed interim consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34: "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").

   
 

These condensed interim consolidated financial statements should be read in conjunction with the 2004 annual financial statements.

   
 

The accounting policies and methods of computation used in the preparation of these condensed interim consolidated financial statements are consistent with those used in the annual financial statements for the year ended December 31, 2004 except that the Group has changed certain of its accounting policies following its adoption of new / revised Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards ("new HKFRS") which are effective for accounting periods commencing on or after January 1, 2005.

   
 

The changes to the Group's accounting policies and the effect of adopting these new policies are set out in note 2 below.

   

2

Changes in accounting policies

   
 

(a)

Effect of adopting new HKFRS

     
   

In 2005, the Group adopted the new HKFRS below, which are relevant to its operations. The 2004 comparatives have been amended as required, in accordance with the relevant requirements.

       
   

HKAS 1

Presentation of Financial Statements

   

HKAS 2

Inventories

   

HKAS 7

Cash Flow Statements

   

HKAS 8

Accounting Policies, Changes in Accounting Estimates and Errors

   

HKAS 10

Events after the Balance Sheet Date

   

HKAS 16

Property, Plant and Equipment

   

HKAS 17

Leases

   

HKAS 21

The Effects of Changes in Foreign Exchange Rates

   

HKAS 23

Borrowing Costs

   

HKAS 24

Related Party Disclosures

   

HKAS 27

Consolidated and Separate Financial Statements

   

HKAS 28

Investments in Associates

   

HKAS 31

Investments in Joint Ventures

   

HKAS 32

Financial Instruments: Disclosures and Presentation

   

HKAS 33

Earnings per Share

   

HKAS 36

Impairment of Assets

   

HKAS 38

Intangible Assets

   

HKAS 39

Financial Instruments: Recognition and Measurement

   

HKAS-Int 12

Scope of HKAS - Int 12 Consolidation - Special Purpose Entities

   

HKAS-Int 15

Operating Leases - Incentives

   

HKFRS 3

Business Combinations

       
 
7

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   

2

Changes in accounting policies (CONTINUED)

     
 

(a)

Effect of adopting new HKFRS (continued)

     
   

The adoption of new / revised HKASs 1, 2, 7, 8, 10, 16, 21, 24, 27, 28, 31, 33, HKAS-Int 12 and HKAS-Int 15 did not result in substantial changes to the Group's accounting policies. In summary:

     
   

-

HKAS 1 has affected the presentation of minority interest, share of net after-tax results of associates and jointly controlled entities and other disclosures.

       
   

-

HKASs 2, 7, 8, 10, 16, 27, 28, 31, 33, HKAS-Int 12 and HKAS-Int 15 had no material effect on the Group's accounting policies.

       
   

-

HKAS 21 had no material effect on the Group's accounting policy. The functional currency of each of the consolidated entities has been re-evaluated based on the guidance to the revised standard. All the Group entities have the same functional currency (Renminbi ("RMB")) as the presentation currency for respective entity financial statements.

       
   

-

HKAS 24 has affected the identification of related parties and some other related-party disclosures.

       
   

HKAS17 has affected the property, plant and equipment and land use rights disclosures. Land use rights and property, plant and equipment are separately disclosed under the new requirement. The up-front prepayments made for the land use rights are expensed in the profit and loss account on a straight-line basis over the period of the lease. In prior years, land use rights were stated at cost less accumulated amortization and accumulated impairment loss.

     
   

The adoption of HKAS 23 has resulted in a change in accounting policy relating to the capitalization of borrowings costs. Borrowing costs capitalized are those costs that would have been avoided if the expenditure on the qualifying asset had not been made, which are either the actual costs incurred on a specific borrowing or an amount calculated using the weighted average method, considering all the general borrowings outstanding. In prior years, borrowing costs were capitalized to the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset.

     
   

The adoption of HKFRS 3, HKAS 36 and HKAS 38 results in a change in the accounting policy for goodwill. Until December 31, 2004, goodwill was:

     
   

-

Amortized on a straight line basis over a period not more than 20 years; and

       
   

-

Assessed for an indication of impairment at each balance sheet date.

       
   

In accordance with the provisions of HKFRS 3:

       
   

-

The Group ceased amortization of goodwill from January 1, 2005;

       
   

-

Accumulated amortization has been eliminated against cost as of December 31, 2004;

       
   

-

From the year ending December 31, 2005 onwards, goodwill is tested annually for impairment, as well as when there is indication of impairment. Any impairment loss will be charged to the profit and loss account directly.

       
 
8

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
 

(a)

Effect of adopting new HKFRS (continued)

     
   

The Group has reassessed the useful lives of its intangible assets in accordance with the provisions of HKAS 38. No adjustment resulted from this reassessment.

     
   

The adoption of HKAS 32 and HKAS 39 has resulted in a change in accounting policy relating to the classification of financial assets at fair value through profit or loss and available-for-sale financial assets. It has also resulted in the recognition of derivative financial instruments at fair value and the change in the recognition and measurement of hedging activities.

     
   

All changes in the accounting policies have been made in accordance with the transition provisions in the respective standards. All standards adopted by the Group require retrospective application other than:

     
   

-

HKFRS 3 and HKAS 38 - prospectively after the adoption date.

       
   

-

HKAS 39 - does not permit to recognize, derecognize and measure financial assets and liabilities in accordance with this standard on a retrospective basis. The Group applied the previous Statement of Standard Accounting Practices No. 24 ("SSAP 24") "Accounting for investments in securities" to investments in securities for the 2004 comparative information. The adjustments required for the accounting differences between SSAP 24 and HKAS 39 are determined and recognized at January 1, 2005.

       
   

(i)

The adoption of HKFRS 3 and HKAS 38 resulted in:

       
       

As of June 30, 2005

       

RMB'000

     
     

Increase in intangible assets

12,324

     

Increase in retained earnings

12,324

     
         
       

Six months ended

       

June 30, 2005

       

RMB'000

     
     

Decrease in general and administrative expenses

(12,324)

     

Increase in basic earnings per share

RMB0.001

     
         
   

(ii)

The adoption of HKAS 17 resulted in:

 
         
       

As of

As of

       

June 30,

December 31,

       

2005

2004

       

RMB'000

RMB'000

     
     

Increase in land use rights

15,898

16,048

     

Decrease in property, plant and equipment

(15,898)

(16,048)

     
           
 
9

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
 

(a)

Effect of adopting new HKFRS (continued)

     
   

(iii)

The adoption of HKAS 23 resulted in:

       
       

As of

As of

As of

       

June 30,

December 31,

January 1,

       

2005

2004

2004

       

RMB'000

RMB'000

RMB'000

     
     

Increase in property, plant and equipment

592,212

577,706

317,962

     

Increase in deferred tax liabilities

171,850

167,054

85,506

     

Increase in retained earnings

420,362

410,652

232,456

     
       
       

For the

 
       

year ended

Six months

       

December 31,

ended June 30,

       

2004

2005

2004

       

RMB'000

RMB'000

RMB'000

     
     

Decrease in finance costs

(288,192)

(33,161)

(145,720)

     

Increase in depreciation of property,

     
     

    plant and equipment

28,448

18,655

12,443

     

Increase in income tax

81,548

4,796

42,305

     

Increase in basic earnings per share

RMB0.02

RMB0.001

RMB0.01

     
             
   

(iv)

The adoption of HKAS 39 resulted in:

         
       

As of June 30, 2005

       

RMB'000

     
     

Increase in available for sale financial assets

10,305

     

Decrease in non-trading securities

(10,305)

     
         
     

The adoption of HKAS 31 and HKAS 39 did not have any effect on the basic earnings per share.

       
     

The adoption of HKFRS 3 and HKAS 38 did not affect the unappropriated retained earnings as at January 1, 2004.

       
     

No early adoption of the following new Standards or Interpretations that have been issued but are not yet effective. It is expected that the adoption of such Standards or Interpretations will not expect to be resulted in substantial changes to the Group's accounting policies.

       
     

HKAS 19 (Amendment)

Actuarial Gains and Losses, Group Plans and Disclosures

     

HKFRS 6

Exploration for and Evaluation of Mineral Resources

     

HKFRS-Int 3

Emission Rights

     

HKFRS-Int 4

Determining whether an Arrangement contains A Lease

     

HKFRS-Int 5

Rights to Interests Arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

         
 
10

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

       

2

Changes in accounting policies (CONTINUED)

   
 

(b)

New accounting policies

     
   

The accounting policies used for the condensed interim consolidated financial statements for the six months ended June 30, 2005 are the same as those set out in 2004 annual financial statements except for the following:

     
   

2.1

Acquisition of subsidiaries and associated companies

       
     

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group's fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the profit and loss account.

       
     

An investment in an associate is accounted for using the equity method from the date on which it becomes an associate. On acquisition of the investment, the measurement and recognition of goodwill is same as that of goodwill arising from the acquisition of subsidiaries. Goodwill relating to an associate is included in the carrying amount of the investment. Appropriate adjustments to the investor's share of the profits or losses after acquisition are made to account based on their fair values at the date of acquisition.

       
   

2.2

Property, plant and equipment

       
     

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

       
   

2.3

Goodwill

       
     

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary / associate / jointly controlled entity at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates and jointly controlled entities is included in investments in associates and jointly controlled entities. The Group ceased amortization of goodwill from January 1, 2005. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

       
     

Goodwill is allocated to cash-generating units for the purpose of impairment testing.

       
 
11

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
 

(b)

New accounting policies (continued)

     
   

2.4

Foreign currency translation

       
     

(a)

Functional and presentation currency

         
       

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in RMB, which is the Company's functional and presentation currency.

         
     

(b)

Transactions and balances

         
       

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the profit and loss account, except when deferred in equity as qualifying cash flow hedges or qualifying net investment hedges.

         
       

Translation differences on non-monetary items, such as equity instruments held at fair value through profit or loss, are reported as part of the fair value gain or loss. Translation difference on non-monetary items, such as equities classified as available-for-sale financial assets, are included in the fair value reserve in equity.

         
     

(c)

Group companies

         
       

The Company's subsidiaries, jointly-controlled entities and associated companies are located in the People's Republic of China ("PRC"). Its functional and presentation currencies are in RMB.

         
   

2.5

Impairment of assets

       
     

Assets that have an indefinite useful life are not subject to amortization, which are at least tested annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets that are subject to amortization are reviewed for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).

 
12

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 
   

2

Changes in accounting policies (CONTINUED)

     
 

(b)

New accounting policies (continued)

       
   

2.6

Borrowing costs

       
     

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Borrowing costs capitalized are those costs that would have been avoided if the expenditure on the qualifying asset had not been made, which are either the actual costs incurred on a specific borrowing or an amount calculated using the weighted average method, considering all the general borrowings outstanding.

       
     

Other borrowing costs are expensed as incurred.

       
   

2.7

Investments

       
     

From January 1, 2004 to December 31, 2004:

       
     

The Group classified its investments in securities, other than subsidiaries, associates and jointly controlled entities, as investment securities, trading securities, held-to-maturity securities and futures contracts.

       
     

(i)

Investment securities

         
       

These represent long-term investments in unlisted securities which are stated at cost to the Group less provision for impairment losses. The carrying amounts of individual investments are reviewed at each balance sheet date to assess whether the fair values have declined below the carrying amounts. When a decline other than temporary has occurred, the carrying amount of such securities will be reduced to the fair value. The amount of the reduction is recognized as an expense in the profit and loss account.

         
     

(ii)

Trading securities

         
       

These represent short-term investments in listed securities that the Group intends to hold for sale and are carried at fair value, which normally represents the market value. At each balance sheet date, the net unrealized gains or losses arising from the changes in fair value of the investments are recognized in the profit and loss account. Gains or losses on disposal of short-term investments, representing the difference between the net sales proceeds and the carrying amounts, are recognized in the profit and loss account as they arise.

         
     

(iii)

Held-to-maturity securities

         
       

Held-to-maturity securities are stated in the balance sheet at cost less/plus any discount/premium amortised to date. The discount or premium is amortised over the period to maturity and included as interest expense/income in the profit and loss account. Provision is made when there is a diminution in value other than temporary.

         
       

The carrying amounts of individual held-to-maturity securities or holdings of the same securities are reviewed at the balance sheet date in order to assess the credit risk and whether the carrying amounts are expected to be recovered. Provisions are made when carrying amounts are not expected to be recovered and are recognised in the profit and loss account as an expense immediately.

         
 
13

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
     
 

(b)

New accounting policies (continued)

       
   

2.7

Investments (continued)

       
     

(iv)

Futures contracts

         
       

The Group uses futures contracts to reduce its exposure to fluctuations in the price of primary aluminum. Payments for entering into these futures contracts are initially recognized in the balance sheet at cost and are subsequently remeasured at their fair value. Changes in fair value of futures contracts are recognized immediately in the profit and loss account.

         
       

The fair value of futures contracts is based on quoted market prices at the balance sheet date.

         
     

From January 1, 2005 onwards:

       
     

The Group classifies its investments in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments, and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date.

       
     

(i)

Financial assets at fair value through profit or loss

         
       

This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Derivatives are also categorized as held for trading unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date.

         
     

(ii)

Loans and receivables

         
       

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade and other receivables in the balance sheet.

         
     

(iii)

Held-to-maturity investments

         
       

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Group's management has the positive intention and ability to hold to maturity.

         
 
14

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
 

(b)

New accounting policies (continued)

     
   

2.7

Investments (continued)

       
     

(iv)

Available-for-sale financial assets

         
       

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.

         
     

Purchases and sales of investments are recognized on trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Available for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortized cost using the effective interest method. Realized and unrealized gains and losses arising from changes in the fair value of the "financial assets at fair value through profit or loss" category are included in the profit and loss account in the period in which they arise. Unrealized gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognized in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the profit and loss account as gains or losses from investment securities.

       
     

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.

       
     

The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered in determining whether the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in the profit and loss account - is removed from equity and recognized in the profit and loss account. Impairment losses recognized in the profit and loss account on equity instruments are not reversed through the profit and loss account.

       
 
15

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

2

Changes in accounting policies (CONTINUED)

   
 

(b)

New accounting policies (continued)

     
   

2.8

Accounts receivable and other receivables

       
     

Accounts receivable and other receivables are recognized initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of accounts receivable and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The amount of the provision is recognized in the profit and loss account.

       
   

2.9

Borrowings

       
     

Borrowings are recognized initially at fair value, net of transaction costs incurred. Transaction costs are incremental costs that are directly attributable to the acquisition, issue or disposal of a financial asset or financial liability, including fees and commissions paid to agents, advisers, brokers and dealers, levies by regulatory agencies and securities exchanges, and transfer taxes and duties. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the profit and loss account over the period of the borrowings using the effective interest method.

       
     

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

       
   

2.10

Interest income

       
     

Interest income is recognized on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognized either as cash is collected or on a cost-recovery basis as conditions warrant.

       
 
16

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

3.

Critical accounting estimates and judgements

   
 

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

   
 

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

   
 

Estimated impairment of goodwill

   
 

The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated in Note 2.3. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.

   
 

Income tax

   
 

The Group is subject to income taxes in various regions within the PRC. As a result of certain matters relating to the income taxes have not been confirmed by the local tax bureau, objective estimate and judgment based on currently enacted tax laws, regulations and other related polices are required in determining the provision of income taxes to be made. Where the final tax outcome of these matters are different from the amounts originally recorded, the differences will impact the income tax and tax provisions in the period in which the differences realize.

   

4

Capital expenditure

   
   

Intangible assets

   
   
   
         

Property,

 
     

Mining

 

plant and

Land use

   

Goodwill

rights

Total

equipment

rights

   

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

 
 

Audited, net book amount

         
 

    as of January 1, 2005,

         
 

    as previously reported

406,686

322,467

729,153

33,464,575

-

 

Effect after adopting

         
 

    HKAS 17

-

-

-

(16,048)

16,048

 

Effect after adopting

         
 

    HKAS 23

-

-

-

577,706

-

   




 

Net book amount as of

         
 

    January 1, 2005,

         
 

    as restated

406,686

322,467

729,153

34,026,233

16,048

             
 

Unaudited

         
 

Additions

-

52,573

52,573

4,216,304

-

 

Disposals

-

-

-

(2,629)

-

 

Amortization/depreciation

         
 

    charge for the period

-

(21,495)

(21,495)

(1,211,537)

(150)

 

Impairment losses

-

-

-

(4,225)

-

   




 

Net book amount

         
 

    as of June 30, 2005

406,686

353,545

760,231

37,024,146

15,898

 
             
 
17

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

5

Acquisition of Lanzhou Aluminum

   
 

On March 28, 2005, the Group acquired 28% of the share capital of Lanzhou Aluminum Corporation Limited ("Lanzhou Aluminum"), a company with its A Shares listed on Shanghai Stock Exchange in the People's Republic of China ("PRC"). The principal activities of Lanzhou Aluminum are the manufacturing and selling of primary aluminum in the PRC.

   

6

Accounts receivable, net

   
   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
 

Gross trade receivables

878,012

921,263

 

Less: Provision for impairment of receivables

(487,712)

(480,331)

   

 

Trade receivables, net (Note (a))

390,300

440,932

 

Bills receivables (Note (b))

1,752,681

1,524,195

   

   

2,142,981

1,965,127

 
       
 

(a)

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 on advance payment or documents against payment. In respect of sales to large or long-established customers, subject to negotiation, a credit period for up to one year may be granted.

     
   

As of June 30, 2005, the aging analysis of trade receivables, net, was as follows:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Within 1 month

182,439

218,258

   

Between 2 and 6 months

72,261

41,191

   

Between 7 and 12 months

43,005

26,848

   

Between 1 and 2 years

23,604

81,260

   

Over 2 years

68,991

73,375

     

     

390,300

440,932

   
     
 

(b)

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

     
 
18

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

7

Share capital and reserves

   
 

(a)

Share capital

     
   

At the annual general meeting of the Company held on June 9, 2005, the Company was approved to submit applications to China Securities Regulatory Commission for the issue of up to 1,500,000,000 A shares to the PRC public, and to the Shanghai Stock Exchange for a listing of its A shares thereon. The amount raised is expected to be not more than RMB8,000million. Currently, preparation of the said application is currently in progress.

     
 

(b)

Appropriations of profit

     
   

For the six months ended June 30, 2005, no transfer has been made to statutory surplus reserve and statutory public welfare fund from profit for the period. The Company, however, has retained sufficient funds for such purpose and these transfers shall be made at the end of the year in accordance with the articles of association of the Company.

     

8

Long-term loans

   
 

Long-term loans include bank loans and loans from other financial institutions which are analyzed as follows:

   
   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
 

Loans - unsecured

9,657,907

8,465,321

 

Current portion of long-term loans

(1,374,525)

(1,073,658)

   

   

8,283,382

7,391,663

 
   
 

As of June 30, 2005, the Group's bank loans and loans from other financial institutions were repayable as follows:

       
   

Bank loans

   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
 

Within one year

1,355,525

1,054,658

 

In the second year

1,790,525

1,621,658

 

In the third to fifth year

3,653,734

4,419,635

 

After the fifth year

2,839,123

1,350,370

   

   

9,638,907

8,446,321

 
       
   

Loans from other

   

financial institutions

   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
       
 

Within one year

19,000

19,000

 
       
 
19

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

8

Long-term loans (CONTINUED)

   
   

Total

   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
 

Within one year

1,374,525

1,073,658

 

In the second year

1,790,525

1,621,658

 

In the third to fifth year

3,653,734

4,419,635

 

After the fifth year

2,839,123

1,350,370

   

   

9,657,907

8,465,321

 
       
 

As of June 30, 2005, the annual interest rate of long-term bank loans and loans from other financial institutions ranged from 0.3% to 6.12% (2004: 0.3% to 5.9%) and 5.31% (2004: 5.31%), respectively.

   

9

Accounts payable

   
   

Unaudited

Audited

   

As of

As of

   

June 30,

December 31,

   

2005

2004

   

RMB'000

RMB'000

 
 

Trade payables (Note (a))

2,000,181

1,998,738

 

Bills payable (Note (b))

11,077

49,093

   

   

2,011,258

2,047,831

 
   
 

(a)

Trade payables

     
   

As of June 30, 2005, the aging analysis of trade payables was as follows:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Within 1 month

1,163,135

1,345,461

   

Between 2 and 6 months

645,101

491,386

   

Between 7 and 12 months

113,092

72,982

   

Between 1 and 2 years

31,723

22,763

   

Between 2 and 3 years

6,927

9,916

   

Over 3 years

40,203

56,230

     

     

2,000,181

1,998,738

   
         
 

(b)

Bills payable are repayable within six months.

     
 
20

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

10

Short-term Bonds

   
 

On June 15, 2005, the Company issued short-term zero-coupon bonds with total face value of RMB2billion (face value of RMB100 per unit) and maturity of 1 year. The effective interest rates of these bonds were 3.33% per annum.

   

11

Turnover, revenue and segment information

   
 

The Group is principally engaged in the production and sale of alumina and primary aluminum. Revenues recognized are as follows:

   
   

Unaudited

   

Six months ended June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Turnover

   
 

    Sales of goods, net of value-added tax

17,848,749

14,205,165

   

 

Other revenues

   
 

    Sale of scrap and other materials

98,474

98,798

 

    Supply of electricity, heat,

   
 

        gas and water

147,601

135,956

 

    Rendering of services (Note(a))

25,516

30,915

   

 

Total other revenues

271,591

265,669

 

Expenses related to other revenues (Note(b))

(258,410)

(241,789)

   

   

13,181

23,880

 

Interest income

45,593

28,929

 

Income from unlisted investments

4,550

176

 

Government subsidies

1,678

2,248

 

Gain on disposal of fixed assets

   
 

    - non production facilities

-

2,556

 

Unrealised fair value gain on interest swaps contracts

2,437

-

 

Fair value gain on long-term deposits payable

26,472

-

 

Fair value loss on short-term investments

   
 

    (realized and unrealized)

(166)

(1,846)

 

Fair value gain (loss) on futures contracts

   
 

    (realized and unrealized)

16,040

(33,247)

 

Fair value loss on amounts due from related parties

(16,500)

-

 

Others

(63)

(212)

   

 

Other gains, net

93,222

22,484

 
   
 

Note (a):

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

     
 

Note (b):

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.

     
 
21

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

11

Turnover, revenue and segment information (CONTINUED)

   
 

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.

         
 

Activities of the headquarters and other operations of the Group, comprising research and development related to alumina business 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.

   
   

Unaudited

     

As restated

   

Six months ended

Six months ended

   

June 30,

June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Segment results

   
 

Turnover

   
 

    Alumina

   
 

        External sales

11,108,418

9,353,870

 

        Inter-segment sales

2,298,870

2,002,180

   

   

13,407,288

11,356,050

       
 

    Primary aluminum-external sales

6,682,044

4,806,011

 

    Corporate and other

   
 

        services-external sales

58,287

45,284

 

    Inter-segment elimination

(2,298,870)

(2,002,180)

   

 

Total turnover

17,848,749

14,205,165

   

 

Cost of goods sold

   
 

    Alumina

(7,682,569)

(6,086,611)

 

    Primary aluminum

(6,290,321)

(4,422,008)

 

    Corporate and other services

(53,763)

(33,054)

 

    Inter-segment elimination

2,254,998

1,962,386

   

 

Total cost of goods sold

(11,771,655)

(8,579,287)

 
       
 
22

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

11

Turnover, revenue and segment information (continued)

   
 

Primary reporting format - business segments (continued)

   
   

Unaudited

     

As restated

   

Six months ended

Six months ended

   

June 30,

June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Segment results (continued)

   
 

Gross profit

   
 

    Alumina

5,724,719

5,269,439

 

    Primary aluminum

391,723

384,003

 

    Corporate and other services

4,524

12,230

 

    Inter-segment elimination

(43,872)

(39,794)

   

 

Total gross profit

6,077,094

5,625,878

   

 

Other costs, net of other gains, net

   
 

    Alumina

(501,795)

(423,746)

 

    Primary aluminum

(221,454)

(258,826)

 

    Corporate and other services

(46,396)

(33,271)

 

    Unallocated

(115,857)

(141,748)

   

 

Total other costs, net of other

   
 

    gains, net

(885,502)

(857,591)

   

 

Segment operating profit (loss)

   
 

    Alumina

5,222,924

4,845,693

 

    Primary aluminum

170,269

125,177

 

    Corporate and other services

(41,872)

(21,041)

 

    Unallocated

(115,857)

(141,748)

 

    Inter-segment elimination

(43,872)

(39,794)

   

 

Total operating profit

5,191,592

4,768,287

 

Finance costs

(181,370)

(32,890)

   

 

Operating profit after finance costs

5,010,222

4,735,397

 

Share of profit of an associated

   
 

    company-primary aluminum

7,798

-

 

Share of loss of jointly controlled

   
 

    entities-primary aluminum

(1,094)

(695)

   

 

Profit before income taxes

5,016,926

4,734,702

 

Income taxes

(1,334,374)

(1,077,784)

   

 

Profit for the period

3,682,552

3,656,918

 
       
 
23

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

11

Turnover, revenue and segment information (CONTINUED)

   
 

Secondary reporting format - geographical segments

   
 

All operations of the Group are carried out in the PRC and the related assets are located there. The PRC market is considered as one geographical location in an economic environment with similar risks and returns.

   

12

Selling and distribution expenses

   
   

Unaudited

   

Six months ended June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Transportation and loading

180,623

171,658

 

Packaging expenses

74,051

62,690

 

Miscellaneous port expenses

16,327

19,802

 

Salaries and welfare expenses

14,362

12,249

 

Sales commission and other handling fee

14,281

3,886

 

Others

19,851

27,775

   

   

319,495

298,060

 
       

13

General and administrative expenses

       
   

Unaudited

   

Six months ended June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Salaries and welfare expenses

217,186

211,328

 

Taxes other than income taxes (Note)

194,753

167,233

 

Rental expenses

41,938

5,668

 

Depreciation of property, plant and equipment - non production

37,953

36,296

 

Traveling and entertainment

31,967

28,991

 

Utilities and office supplies

22,263

21,423

 

Insurance

20,694

15,315

 

Provision for impairment of receivables and

   
 

    bad debts written off (recovery of bad debts written off), net

9,131

(2,722)

 

Repairs and maintenance

7,747

8,746

 

Amortization of goodwill

-

12,324

 

Others

23,184

19,323

   

   

606,816

523,925

 
       
 

Note:

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.

     
 
24

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

14

Finance costs

   
   

Unaudited

     

As restated

   

Six months ended

Six months ended

   

June 30,

June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Interest expenses

330,794

218,668

 

Less: amount capitalized in

   
 

              construction in progress

(148,446)

(172,204)

   

   

182,348

46,464

 

Exchange gain, net

(978)

(13,574)

   

   

181,370

32,890

 
       

15

Staff costs

   
       
   

Unaudited

   

Six months ended June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Wages, salaries and bonus

993,355

1,070,267

 

Housing subsidies

75,883

92,001

 

Contributions to the retirement schemes (Note (a))

199,607

203,274

 

Welfare and other expenses (Note (b))

256,259

271,466

   

   

1,525,104

1,637,008

 
       
 

Note (a)

The employees of the Group participate in various retirement benefit schemes organized by the relevant provincial and municipal governments under which the Group was required to make monthly defined contributions to these plans at rates approximately 20% of the employees' basic wages / salaries for the respective years. The Group's contributions to these defined contribution schemes are expensed as incurred and are not reduced by forfeited contributions. The assets of these schemes, which are operated by the respective governments, are held separately from the Company and its subsidiaries.

     
 

Note (b)

Welfare and other expenses included welfare, staff committee expenses, education expenses, unemployment insurance expenses. Among them, welfare was accrued based on 14% of the wages / salaries and recognized in the profit and loss account.

     
 
25

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

16

Expenses charged (credited) to the profit and loss account

   
   

Unaudited

   

Six months ended June 30,

   

2005

2004

   

RMB'000

RMB'000

 
 

Depreciation

1,188,924

1,006,394

 

Operating lease rentals in respect of land and buildings

180,228

79,597

 

Amortization of mining rights

21,495

17,303

 

(Gain) loss on disposal of fixed assets

(464)

6,943

 

Provision for obsolete inventories

109

33,400

 
       

17

Taxation

     
 

(a)

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

     
     

Unaudited

       

As restated

     

Six months ended

Six months ended

     

June 30,

June 30,

     

2005

2004

     

RMB'000

RMB'000

   
   

Current taxation:

   
   

    PRC income tax

1,327,114

1,158,288

   

    Over provision in prior period

(6,588)

(23,787)

   

Deferred tax

13,848

(56,717)

     

     

1,334,374

1,077,784

   
         
 

(b)

The current PRC income taxes of the Group have been provided on the estimated assessable profit and the appropriate tax rates for the period. Certain branches of the Group located in specified regions or provinces of PRC, were granted a tax concession to pay PRC income tax at a preferential rate of 15% for a period of ten years, exempted PRC income tax for the first 5 years from the commencement of operation, or exempted PRC income tax for the first year and half for the following two years. Moreover, the Group also enjoys tax credit given by the relevant tax authorities in respect of production plant and equipment purchased in the domestic market. For the six months ended June 30, 2005, the Group's weighted average effective tax rate was appropriately 26.7% (For the six months ended June 30, 2004: 22.8%)

     
   

Share of an associated company's taxation for the six months ended June 30, 2005 amounted RMB1,596,000 (2004:Nil), were included in the unaudited condensed interim consolidated profit and loss account as share of profit of an associated company.

     
   

No share of jointly controlled entities' taxation for the six months ended June 30, 2005 (2004: RMB31,000) were included in the unaudited condensed interim consolidated profit and loss account as share of loss of jointly controlled entities.

     
 

(c)

Deferred income tax is calculated in full on temporary differences under the liability method using the respective applicable rates.

     
 
26

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

18

Earnings per share

   
 

The calculation of basic earnings per share for the six months ended June 30, 2005 is based on the shareholders' profit for the six months ended June 30, 2005 of RMB3,553,817,000 (For the six months ended June 30, 2004 as restated: RMB3,492,322,000) and the outstanding number of 11,049,876,153 shares in issue (six months ended June 30, 2004: 11,034,683,446 shares) during the period.

   
 

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

   

19

contingent liabilities

     
 

(a)

As of June 30, 2005, 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$7.5million (approximately RMB62.1million) 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 made, including the preparation of the drafts 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 China State Development and Reform Commission.

     
   

Both parties are actively working on the pre-joint venture preparations according to the agreed schedule.

     

20

Commitments

     
 

(a)

Capital commitments for property, plant and equipment:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Contracted but not provided for

1,965,030

3,024,071

   

Authorized but not contracted for

6,596,450

5,672,804

     

     

8,561,480

8,696,875

   
         
 
27

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

20

Commitments (CONTINUED)

   
 

(b)

Capital contribution to a jointly controlled entity

     
   

Pursuant to the resolution on June 19, 2005, of the board of directors of Guangxi Huayin Aluminum Co., Ltd. ("Guangxi Huayin"), a jointly controlled entity of the Company, it was resolved that the total investment in Guangxi Huayin be increased from RMB10 million to approximately RMB8,491.26 million. Pursuant to relevant PRC regulations, 25% of such total investment, i.e. an aggregate of approximately RMB2,133 million, have to be contributed by the shareholders in proportion to their equity interests in Guangxi Huayin as registered capital, which has agreed to be made by the shareholders in three instalments in each of 2005, 2006 and 2007.

     
   

On July 31, 2005, the shareholders of Guangxi Huayin (including the Company) entered into a supplemental agreement (the "Supplemental Agreement") to amend the Shareholders' Capital Contribution Agreement dated February 15, 2003, which further sets out the plan to increase the total investment and registered capital as required by Guangxi Huayin to carry out its initial alumina project (estimated initial annual production capacity of 1,600,000 tonnes).

     
   

According to the Supplemental Agreement, the Company will contribute an aggregate of approximately RMB701 million to the registered capital of the Guangxi Huayin. Up to the date of this report, the Company had made RMB169.65 million as capital contribution to Guangxi Huayin.

     
 

(c)

Commitments under operating leases

     
   

The Group had future aggregate minimum lease payments in relation to land and buildings under non-cancelable operating leases as follows:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Not later than one year

317,464

245,984

   

Later than one year and not later than five years

1,146,560

983,934

   

Later than five years (Note)

10,005,413

9,529,497

     

     

11,469,437

10,759,415

   
         
 

Note:

They mainly represent commitments under operating leases in relation to land later than five years but not later than forty-eight years.

     

21

Related party balances and transactions

   
 

Related parties refer to entities in which Chinalco has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions, or Directors or officers of the Company. Given that the PRC government still owns a significant portion of the productive assets in the PRC despite the continuous reform of the governments structure, the majority of the Group's business activities had been conducted with enterprises directly or indirectly owned or controlled by the PRC government ("state-owned enterprises"), including Aluminum Corporation of China ("Chinalco"), its subsidiaries, associated companies and jointly controlled entities (collectively "Chinalco Group") in the ordinary course of business. In accordance with the revised HKAS 24, "Related Party Disclosures", state-owned enterprises and their subsidiaries, other than entities under Chinalco (also a state-owned enterprise), directly or indirectly controlled by the PRC government are also defined as related parties of the Group. Neither Chinalco nor the PRC government has published financial statements.

   
 
28

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows:

   
 

Name of related parties

 

Relationship with the Company

 
 

Chinalco

(Chinese characters)

The holding company of the Company

 

Shandong Aluminum Co.

(Chinese characters)

A branch of Chinalco

 

Qinghai Aluminum Co. Ltd.

(Chinese characters)

A branch of Chinalco

 

The Great Wall Aluminum Co.

(Chinese characters)

A branch of Chinalco

 

Shanxi Aluminum Plant

(Chinese characters)

A branch of Chinalco

 

Pingguo Aluminum Co.

(Chinese characters)

A branch of Chinalco

 

Guizhou Aluminum Plant

(Chinese characters)

A branch of Chinalco

 

Zhongzhou Aluminum Plant

(Chinese characters)

A branch of Chinalco

 

Zhengzhou Institute of Light Metal

   
 

    Research

(Chinese characters)

A branch of Chinalco

 

Shanxi Charcoal Plant

(Chinese characters)

A branch of Chinalco

 

Luoyang Institute of Non-Ferrous

   
 

    Metal Research

(Chinese characters)

A branch of Chinalco

 

The Sixth Metallurgy Construction

   
 

    Co. of China Non-Ferrous Metal

   
 

    Industry

(Chinese characters)

A branch of Chinalco

 

The twelfth Metallurgical Construction

   
 

Co. of China Non-Ferrous Metal

   
 

    Industry

(Chinese characters)

A branch of Chinalco

 

The South-western Aluminum

   
 

    Group Co. Ltd

(Chinese characters)

A branch of Chinalco

 

China Aluminum International

   
 

    Engineer Co. Ltd.

(Chinese characters)

A branch of Chinalco

 

Shenyang Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A branch of Chinalco

 

Guiyang Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A branch of Chinalco

 

China Aluminum South-western

   
 

    Aluminum Slab Band Co. Ltd.

(Chinese characters)

A branch of Chinalco

 

Chongqing South-western Aluminum

   
 

    Minsheng Industry Co.

(Chinese characters)

A branch of Chinalco

 

China Aluminum Zhiye Development

   
 

    Co. Ltd

(Chinese characters)

A branch of Chinalco

 

China Aluminum Ruimin Slab

   
 

    Band Co. Ltd.

(Chinese characters)

A branch of Chinalco

 

Henan Changxing Industry Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhuhai Enterprise Development

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 
       
 
29

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows (continued):

   
 

Name of related parties

 

Relationship with the Company

 
 

Henan the Great Wall Development

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengfengtai Decoration Material

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Beijing Ludong Trading Co. Ltd. of

   
 

    Shandong Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Guiyang Institute of Aluminum and

   
 

    Magnesium Design and Research

   
 

    Engineer Co.

(Chinese characters)

A subsidiary of Chinalco

 

China Non-Ferrous Technique

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Suzhou Institute of Non-Ferrous

   
 

    Machining

(Chinese characters)

A subsidiary of Chinalco

 

Luoyang Non-Ferrous Institute

   
 

    Industry Co.

(Chinese characters)

A subsidiary of Chinalco

 

Luoyang Fuyang Decoration

   
 

    Engineering Co.

(Chinese characters)

A subsidiary of Chinalco

 

Luoyang Jincheng Construction

   
 

    Supervise Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shenzhen Jinlu Machinery Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shanxi Construction Engineering

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shenyang Institute of Aluminum and

   
 

    Magnesium Design and Research

   
 

    Zhengzhou Branch

(Chinese characters)

A subsidiary of Chinalco

 

Shenyang Beiding Property

   
 

    Management Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Exploration Co. of Shenyang

   
 

    Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Automation Branch of Shenyang

   
 

    Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Electronic Control Technique Branch

   
 

    of Shenyang Institute of Aluminum

   
 

    and Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Construction Supervise Co. of

   
 

    Shenyang Institute of Aluminum

   
 

    and Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Industrial Equipment Plant of

   
 

    Shenyang Institute of Aluminum

   
 

    and Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 
       
 
30

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows (continued):

   
 

Name of related parties

 

Relationship with the Company

 
 

The Great Wall New Technique

   
 

    Development Co. of Shenyang

   
 

    Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Shenyang Institute of Aluminum and

   
 

    Magnesium Design and Research

   
 

    Engineer Co.

(Chinese characters)

A subsidiary of Chinalco

 

Shenyang Aluminum and Magnesium

   
 

    Design and Wenyin Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Kangjialu Construction Design

   
 

    Institute of Shenyang Institute of

   
 

    Aluminum and Magnesium Design

   
 

    and Research

(Chinese characters)

A subsidiary of Chinalco

 

Shenyang Boyu Aluminum and

   
 

    Magnesium Design and Equipment

   
 

    Production Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Jintong Equipment Co. Ltd. Of

   
 

    Luoyang Non-Ferrous Institute

(Chinese characters)

A subsidiary of Chinalco

 

Guiyang Xinyu Construction

   
 

    Supervise Co.

(Chinese characters)

A subsidiary of Chinalco

 

Guiyang Zhenxing Aluminum and

   
 

    Magnesium Technical Industry

   
 

    Development Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Equipment Installation and

   
 

    Inspection Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Transportation Co.

(Chinese characters)

A subsidiary of Chinalco

 

Zibo Dadi Real Estate Development

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Yantai Ludong Trading Co. Ltd. of

   
 

    Shandong Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Institute of Equipment Inspection of

   
 

    Shandong Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Jinan Ludong Trading Co. Ltd. of

   
 

    Shandong Aluminum.

(Chinese characters)

A subsidiary of Chinalco

 

Haikou Ludong Technical Trading

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Qingdao Boxin Aluminum Co.

(Chinese characters)

A subsidiary of Chinalco

 

Qingdao Ludong Non-Ferrous Metal

   
 

    Supplying Co.

(Chinese characters)

A subsidiary of Chinalco

 
       
 
31

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows (continued):

   
 

Name of related parties

 

Relationship with the Company

 
 

Shanghai Ludong Trading Co. Ltd.

   
 

    of Shandong Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Plant Business

   
 

    Industry Co.

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Huaguang

   
 

    Aluminum Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shandong Aluminum Import and

   
 

    Export Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shandong Aluminum Engineering

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou the Great Wall

   
 

    Machining Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Henan the Great Wall Chemistry

   
 

    Engineering Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou the Great Wall Import and

   
 

    Export Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou New Great Wall Real

   
 

     Estate Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Henan New Great Wall Industry Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Henan Aluminum the Great Wall

   
 

    Information Technique Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou the Great Wall Property

   
 

    Management Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Henan the Great Wall Electronic

   
 

    Technique Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou New Century

   
 

    Advertisement Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Zhengzhou Yindu Technical Business

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Plant

   
 

    Construction Co.

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Huamei

   
 

    Decoration Engineer Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Huaxin new

   
 

    Material Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Guizhou Aluminum Huayang

   
 

    Charcoal Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Shanxi Aluminum Charcoal Plant

(Chinese characters)

A subsidiary of Chinalco

 

Jinlv Construction Co.

(Chinese characters)

A subsidiary of Chinalco

 

Jinlv Installation Co.

(Chinese characters)

A subsidiary of Chinalco

 

Pingguo XindaIndustry Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Xinxiang Zhongxin Chemistry

   
 

    Engineering Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 
       
 
32

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows (continued):

   
 

Name of related parties

 

Relationship with the Company

 
 

Xinxiang SanzhongIndustry Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Xinxiang Hengxin Weaving Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Qinghai Aluminum Huatong

   
 

    Charcoal Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Technical Service Branch of

   
 

    Guiyang Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Technical Consulting Co. of

   
 

    Guiyang Institute of Aluminum and

   
 

    Magnesium Design and Research

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Equipment Production Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Decoration Construction Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Special Model Material Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Yuzhou Environment Protection

   
 

    Equipment Plant of South-western

   
 

    Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing Yuhuan Non-Ferrous

   
 

    Metal Casting Plant.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Precision Casting Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Welding Plant

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Pull - tab Cans Plant

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Institute of Alloy Machining Research

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Import and Export Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Chongqing South-western Aluminum

   
 

    Trading Co.

(Chinese characters)

A subsidiary of Chinalco

 

Hong Kong Western Aluminum Co.

   
 

    Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Qingdao Ruimin Aluminum Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Jiaozuo Yincheng Construction and

   
 

    Installation Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Jiaozuo Yitao Construction Material

   
 

    Co. Ltd.

(Chinese characters)

A subsidiary of Chinalco

 

Henan Business Co. Ltd. of China

   
 

    Aluminum

(Chinese characters)

A subsidiary of Chinalco

 

Zhuhai Yaqi Paper Material Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Guiyang Baiyun Fluoride Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 
       
 
33

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

The related parties that had transactions with the Group were as follows (continued):

   
 

Name of related parties

 

Relationship with the Company

 
 

Beijing Jiya Semi-conductor Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Jinlv Heat-resisting Material Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Xiaoyi Bauxite Mines Industry Co.

   
 

    Shanxi Aluminum Plant

(Chinese characters)

An associated company of Chinalco

 

Zhengzhou the Great Wall Charcoal

   
 

    Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Henan Zhongxin Industry Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Qingdao Meite Container Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Guizhou Jiyin Mine Smelting

   
 

    Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Yuanping Jinlu Aluminum Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Qingdao Luhua Aluminum Door and

   
 

    Window Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Henan Wanfeng Industry Co. Ltd.

(Chinese characters)

An associated company of Chinalco

 

Guangxi Aluminum Investment and

   
 

    Development Co. Ltd.

(Chinese characters)

A holding company of the Company

 

Non-Ferrous Metal Co. Ltd. Of

   
 

    Guangxi Investment Group

(Chinese characters)

An associated company of a founder

 

China Cinda Asset Management Co.

(Chinese characters)

A shareholder

 

Guangxi Investment (Group) Co. Ltd.

(Chinese characters)

A founder of the Company

 

Guizhou Provincial Materials

   
 

    Development and

   
 

    Investment Corporation

(Chinese characters)

A founder of the Company

 

Shanxi Jinxin Aluminum Co. Ltd.

(Chinese characters)

A jointly controlled entity of the

     

Company

 

Guangxi Guixi Huayin Aluminum

(Chinese characters)

A jointly controlled entity of the

 

    Co. Ltd.

 

Company

 

Xinxiang Energy Co. Ltd. of Jiaozuo

(Chinese characters)

An associated company of the

 

    Coal Group

 

Company

 

Lanzhou Aluminum

(Chinese characters)

An associated company of the

 

    Corporation Limited

 

Company

 

Other stated-owned enterprises

(Chinese characters)

Related parties of the Company

 
       
 
34

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

(a)

Related party balances with Chinalco Group

     
   

(i)

Due from Chinalco Group

       
     

As of June 30, 2005, included in other long-term receivables, accounts receivable and other current assets, were amounts due from Chinalco Group as follows:

       
       

Unaudited

Audited

       

As of

As of

       

June 30,

December 31,

       

2005

2004

       

RMB'000

RMB'000

     
     

Trading in nature

183,586

178,305

     

Other receivables

179,300

204,737

       

       

362,886

383,042

     
           
     

Other receivables from Chinalco Group are unsecured, non-interest bearing and are repayable on demand.

       
     

On March 28, 2005, the Group and the Chinalco Group have mutually agreed that all the balances aged over one year as of December 31, 2004 will be settled within five years.

       
   

(ii)

Due to Chinalco Group

       
     

As of June 30, 2005, included in accounts payable and other payables were amounts due to Chinalco Group as follows:

       
       

Unaudited

Audited

       

As of

As of

       

June 30,

December 31,

       

2005

2004

       

RMB'000

RMB'000

     
     

Trading in nature

49,859

79,408

     

Other payables

567,722

556,807

       

       

617,581

636,215

     
           
     

Other payables to Chinalco Group are unsecured, non-interest bearing and are repayable on demand.

       
 

(b)

Other related party balances

     
   

As of June 30, 2005, included in other current assets, was amount due from Guizhou Provincial Materials Development and Investment Corporation of approximately RMB55,616,000 (as of December 31, 2004: RMB55,616,000).

     
 
35

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

(c)

Related party balances with other state-owned enterprises

     
   

Included in the condensed interim consolidated balance sheet, were balances with other state-owned enterprises as follows:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Current assets

   
   

    Accounts receivable, net

1,783,286

1,557,981

   

    Cash and cash equivalents

5,348,628

6,223,763

   

    Other receivables and current assets, net

161,674

104,631

         
   

Non-current liabilities

   
   

    Long-term bank loans

8,283,382

7,391,663

         
   

Current liabilities

   
   

    Accounts payable and other liabilities

1,629,143

1,407,630

   

    Short-term bonds

1,945,567

-

   

    Short-term loans

3,166,019

3,448,910

   

    Current portion of long-term bank loans

1,355,525

1,054,658

   

    Current portion of other long-term loans

19,000

19,000

   
         
   

Except for cash at banks, loans and available-for-sale investments stated above, all the balances of assets and liabilities are unsecured, non-interest bearing and receivable or repayable within one year.

     
 
36

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

(d)

Related party transactions with Chinalco Group and other related parties

     
   

Save as disclosed elsewhere in the condensed interim consolidated financial statements, significant related party transactions which were carried out in the normal course of the Group's business during the period were as follows:

     
       

Unaudited

       

Six months ended June 30,

       

2005

2004

     

Note

RMB'000

RMB'000

   
   

Sales of materials and finished goods to:

(I)

   
   

    Chinalco Group

 

1,288,762

767,307

   

    Jointly controlled entity

 

53,062

9,009

   

    Associated company

 

340,845

-

   

    Guangxi Investment (Group) Co. Ltd.

 

42,388

-

       

       

1,725,057

776,316

       

   

Provision of utility services to Chinalco Group

(II)

248,997

169,020

       

   

Provision of engineering, construction

     
   

    and supervisory services by Chinalco Group

(III)

945,681

319,662

       

   

Purchases of key and auxiliary materials from

     
   

    Chinalco Group

(IV)

327,825

185,264

       

   

Provision of social services and logistics

     
   

    services Chinalco Group

(V)

457,105

449,200

       

   

Land and building rental charged

     
   

    by Chinalco Group

(VI)(i)

126,615

85,663

       

   

Headquarter's office rental charged

     
   

    by Chinalco Group

(VI)(ii)

18,915

-

       

   
     
 
37

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

(d)

Related party transactions with Chinalco Group and other related parties (continued)

     
   

(I)

Materials and finished goods sold to Chinalco Group during both periods mainly comprised sales of alumina, primary aluminum and scrap materials. Transactions entered into during the periods are as covered by general agreement on Mutual Provision of Production Supplies and Ancillary Services entered into between the Company and Chinalco. The pricing policy is summarized below:

       
     

(i)

Adoption of the price prescribed by the PRC government ("Stated-prescribed price");

         
     

(ii)

If there is no State-prescribed price then adoption of State-guidance price;

         
     

(iii)

If there is neither State-prescribed price nor State-guidance price, then adoption of market price (being price charged to and from independent third parties); and

         
     

(iv)

If none of the above is available, then adoption of a contractual price (being reasonable costs incurred in providing the relevant services plus not more than 5% of such costs).

       
   

(II)

Utility services, including electricity, gas, heat and water, are supplied at the pricing policy as set out in (I)(i) above.

       
   

(III)

Engineering, project construction and supervisory services were provided by Chinalco Group to the Company mainly for construction projects during the period. Provisions of these services are covered by the Provision of Engineering, Construction and Supervisory Services Agreement. The State-guidance price or prevailing market price (including tender price where by way of tender) (I)(ii) is adopted for pricing purposes.

       
   

(IV)

Purchases of key and auxiliary materials (including bauxite, limestone, carbon, cement, coal) from Chinalco Group are covered by the General Agreement on Mutual Provision of Production Supplies and Ancillary Services and Mineral Supply Agreement. The pricing policy is the same as that set out in (I)(i) above.

       
   

(V)

Social services and logistics services were provided by Chinalco Group and cover public security and fire services, education and training, school and hospital services, cultural and physical education, newspaper and magazines, publications and broadcasting and printing as well as property management, environmental and hygiene, greenery, nurseries and kindergartens, sanatoriums and canteens, guesthouses and offices, public transport and retirement management, and other services. Provisions of these services are covered by the Comprehensive Social and Logistics Services Agreement entered into between the Company and Chinalco Group. The pricing policy is the same as that adopted in the General Agreement on Mutual Provision of Production Supplies and Ancillary Services Agreement.

       
 
38

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

21

Related party balances and transactions (CONTINUED)

   
 

(d)

Related party transactions with Chinalco Group and other related parties (continued)

     
   

(VI)

Rental fee is payable to Chinalco Group for

       
     

(i)

Use of land, inclusive of land for industrial or commercial purposes, occupied and used by the Company during the period covered by the Land Use Rights Leasing Agreement entered into between the Company and Chinalco Group. The annual rent payable is approximately RMB240 million.

         
       

Occupancy of the land and buildings by a subsidiary of the Company, Shanxi Huatai Charcoal Co. Ltd's (Chinese characters) for production and office use according to the rental agreement signed by Shanxi Huatai Coal Co. Ltd and Chinalco Group. The annual rent payable is about RMB11 million.

         
     

(ii)

Use of property as office premises according to the rental agreement signed in March 2005. The annual rent payable is about RMB62 million.

         
     

As of June 30, 2005, there existed the following arrangements between the Group and Chinalco Group and other related parties:

         
     

(i)

Guarantees granted by Chinalco to banks for the loans borrowed by the Group are covered by the Guarantee of Debts Contract entered into between the Company and Chinalco.

         
     

(ii)

The Company granted to Chinalco a non-exclusive right to use two trademarks for a period of ten years from July 1, 2001 to June 30, 2011 at no cost pursuant to the Trademark License Agreement. The Company will be responsible for the payment of a total annual fee of no more than RMB1,000 to maintain effective registration. Under the terms of the agreement, Chinalco may negotiate extension upon terms to be agreed upon.

         
 

(e)

Related party transactions with other state-owned enterprises:

     
     

Unaudited

     

Six months ended June 30,

     

2005

2004

     

RMB'000

RMB'000

   
   

Purchases of electricity

1,973,554

1,649,594

   

Sale of alumina

6,488,785

5,440,091

   

Sale of primary aluminum

406,995

373,994

   

Purchases of raw materials

1,066,696

727,111

   

Construction in progress and construction materials

503,489

232,467

   

Long-term loans borrowed

1,590,652

1,217,000

   

Short-term loans borrowed

1,757,842

1,961,482

   

Interest income

45,593

28,929

   

Bank charges

338,934

218,668

   
         
   

Related party transactions with other state-owned enterprises were conducted in the normal course of business at normal commercial terms.

     
 
39

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

22

Financial risk management

   
 

The Group is subjected to the following market risk:

     
 

(i)

Credit risk

     
   

The carrying amount of accounts receivable included in the balance sheet represents the Group's maximum exposure to credit risk in relation to its financial assets. The Group performs periodic credit evaluations of its customers and believes that adequate provision for uncollectible accounts receivable has been made in the financial statements.

     
   

None of the Group's major customers exceed 10% of total revenue and do not individually present a material risk to the Group's sales.

     
   

The Group maintains substantially all of its cash and cash equivalents in interest bearing accounts in several major financial institutions in the PRC. No other financial assets carry a significant exposure to credit risk.

     
   

The Group uses the majority of its futures contracts traded on the Shanghai Futures Exchange and London Metal Exchange to hedge against adverse fluctuations in aluminum price. The futures contracts are marked to market at balance sheet date and corresponding unrealized holding (losses) gains are recorded in the profit and loss account for the year. The unrealized holding gains and (losses) for the six months ended June 30, 2004 and year ended June 30, 2005 were RMB205,000 and RMB1,306,000, respectively.

     
 

(ii)

Interest rate risk

     
   

The Group is exposed to changes in interest rates due to its long-term debt obligations which are disclosed in Note 8 to the condensed interim consolidated financial statements. The Group enters into debt obligations to support general corporate purposes including capital expenditures and working capital needs. Except for the disclosure regarding exchange rate swaps contract in Note 22(v)(e) to the condensed interim consolidated financial statements, the Group does not use any derivative instruments to reduce its economic exposure to changes in interest/exchange rates.

     
 
40

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

22

Financial risk management (CONTINUED)

   
 

(iii)

Foreign currency risk

     
   

The Group has assets and liabilities that are subject to fluctuations in foreign currency exchange rates. However, the Group does not use any derivative instruments to reduce its economic exposure to changes in exchange rates except interest / exchange rate swap contract described in Note 22(v)(e) to the condensed interim consolidated financial statements. As of June 30, 2005 and December 31, 2004, the Group had the following foreign currency denominated short-term deposits:

     
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Short-term deposits:

   
   

    U.S. Dollar denominated

14,004

459,744

   

    Hong Kong Dollar denominated

-

264

   

    Euro denominated

-

2

   
         
   

The Group also had foreign currency denominated accounts receivable as of June 30, 2005 and December 31, 2004:

         
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Accounts receivables:

   
   

    U.S. Dollar denominated

-

23,742

   
         
   

The Group also had short-term and long-term foreign currency denominated loans as of June 30, 2005 and December 31, 2004:

         
     

Unaudited

Audited

     

As of

As of

     

June 30,

December 31,

     

2005

2004

     

RMB'000

RMB'000

   
   

Short-term loans

   
   

    U.S. Dollar denominated

1,499,879

1,052,770

         
   

Long-term loans

   
   

    Danish Krone denominated

10,246

12,161

   
         
 
41

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

22

Financial risk management (CONTINUED)

   
 

(iv)

Commodity price risk

     
   

As the Group sells primary aluminum at market prices, it is exposed to fluctuations in these prices. The Group uses a limited number of futures contracts to reduce its exposure to fluctuations in the price of primary aluminum.

     
 

(v)

Fair values

     
   

The carrying amounts of the Group's financial assets, including cash and cash equivalents, time deposits, investments, trade accounts receivable, bills receivable and other receivables and financial liabilities, including trade accounts payable, bills payable, short-term debts, amounts due to related parties and other payables, approximate their fair values due to their short maturity. Accordingly, such financial instruments are not included in the following table that provides information about the carrying amounts and estimated fair values of other financial instruments on the balance sheet:

     
   

(a)

Futures contracts

       
       

Unaudited

Audited

       

As of June 30, 2005

As of December 31, 2004

       

Contract

Market

Fair

Contract

Market

Fair

       

value

value

value

value

value

value

       

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

     
     

Futures contracts -

           
     

    purchase contracts

71,737

69,833

(1,904)

-

-

-

     

Futures contracts -

           
     

    sales contracts

43,537

42,939

598

220,961

225,933

(4,972)

     
                   
     

The fair values of futures contracts are based on quoted market prices. As of June 30, 2005, the Group held purchase futures contracts covering 5,000 tonnes of aluminum matching in the period from August to September of 2005. As of June 30, 2005 and December 31, 2004, the Group held sales futures contracts covering 2,600 tones and 13,845 tonnes of aluminum maturing during the period from July to September of 2005 and in the first 3 months of 2005, respectively. As of June 30, 2005, the market price of these aluminum purchase futures contract outstanding was approximately RMB13,967 per tonne. Market prices of these aluminum futures contracts outstanding as of June 30, 2005 and December 31, 2004 ranged from RMB16,490 to RMB16,620 per tonne and from RMB16,214 to RMB16,430 per tonne, respectively.

       
 
42

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

22

Financial risk management (CONTINUED)

   
 

(v)

Fair values (continued)

     
   

(b)

Long-term deposits payable

       
       

Unaudited

Audited

       

As of June 30, 2005

As of December 31, 2004

       

Book value

Fair value

Book value

Fair value

       

RMB'000

RMB'000

RMB'000

RMB'000

     
     

Long term

       
     

    deposits payable

399,028

399,028

-

-

     
               
     

The above fair values were based on cash flows discounted using a rate based on the weighted average annual deposit rate of 1.54% as of June 30, 2005.

       
   

(c)

Amount due from Chinalco Group

       
       

Unaudited

Audited

       

As of June 30, 2005

As of December 31, 2004

       

Book value

Fair value

Book value

Fair value

       

RMB'000

RMB'000

RMB'000

RMB'000

     
     

Amount due from

       
     

    Chinalco Group

362,886

362,886

-

-

     

Less: non-current portion

(107,797)

(107,797)

-

-

       



       

255,089

255,089

-

-

     
               
     

The above fair values were based on cash flow discounted using a rate based on the weighted average annual borrowing interest rate of 4.94% as of June 30, 2005.

       
   

(d)

Long-term loans

       
       

As of June 30, 2005

As of December 31, 2004

       

Book

 

Book

       

value

Fair value

value

Fair value

       

RMB'000

RMB'000

RMB'000

RMB'000

     
     

Bank loans

9,638,907

9,637,102

8,446,321

8,443,798

     

Other financial

       
     

    institutions loans

19,000

19,000

19,000

19,000

     
               
     

The fair values of long-term loans are based on discounted cash flows using applicable discount rates from the prevailing market interest rates offered to the Group for debts with substantially the same characteristics and maturity dates. The discount rates as at June 30, 2005 and December 31, 2004 were 4.0%.

       
 
43

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

22

Financial risk management (CONTINUED)

   
 

(v)

Fair values (continued)

     
   

(e)

Interest rate / exchange rate swaps contract

       
     

As of June 30, 2005, the nominal principal value of the interest swap contracts amounted to RMB 827,650,000. Such swaps contract made use of the change in interest rate to hedge the change in exchange rate. (As of December 31, 2004: Nil). For the six months ended June 30, 2005, gain from the changes in fair value since initial recognition from interest swap contracts of RMB 2,437,000 (For the year ended December 31, 2004: Nil), was included in the other current assets. Since the hedging transactions did not fully comply with all the conditions for hedge accounting in accordance with HKAS 39, those gain from the interest swap contract was recognized immediately in the profit and loss account.

       
   

(f)

Investment in unlisted securities

       
     

Investments in unlisted equity securities are unquoted equity interests in which no quoted market prices for such investments are available in the PRC. Accordingly, a reasonable estimate of fair value could not be made without incurring excessive costs and the amounts are not material to the Group's financial statements.

       

23

Significant differences between accounting principles generally accepted in Hong Kong and in the United States

   
 

These condensed interim consolidated financial statements have made respective adjustments according to the adoption of the new standards of HKFRS. These condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Hong Kong ("HK GAAP") which may differ in various material respects from accounting principles generally accepted in the United States ("U.S. GAAP").

   
 

Major and significant differences, which affect net income and equity, include the following:

     
 

(a)

Revaluation of fixed assets

     
   

Under HK GAAP, fixed assets transferred from Chinalco to the Group were accounted for under the acquisition accounting. As a result, the Group's fixed assets were revalued at fair value under HK GAAP. Under U.S. GAAP, the new cost basis for the fixed assets was not established for the Group as the transfer was a transaction under common control. When an asset is transferred from the parent to its wholly-owned subsidiary, the subsidiary records the asset at the parent's carrying value.

     
 

(b)

Amortization of goodwill

     
   

Until December 31, 2004, under HK GAAP, goodwill resulting from acquisitions under purchase accounting is recognized as an intangible asset and amortized on a straight-line basis over its estimated useful economic life of not more than 20 years. Under U.S. GAAP, annual amortization of this amount ceased effective from January 1, 2002. Goodwill is subject to annual impairment testing and is written down if carrying value exceeds fair value. In accordance with the provisions of HKFRS 3 effective from January 1, 2005, the Group ceased amortization of goodwill and goodwill is subject to annual impairment testing. Accordingly, except for the differences recognized in prior years, there is no difference between HK GAAP and U.S. GAAP in relation to amortization of goodwill.

     
 
44

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

23

Significant differences between accounting principles generally accepted in Hong Kong and in the United States (CONTINUED)

   
 

(c)

Revaluation of mining rights

     
   

As part of the Group reorganization and pursuant to the Mining Rights Transfer Agreement, the Group acquired mining rights of eight bauxite mines and four limestone quarries from Chinalco for a consideration of RMB285,341,000. Under HK GAAP, mining rights acquired are capitalized and stated at acquisition cost less accumulated amortization and accumulated impairment losses. Amortization of mining rights is calculated on a straight-line basis over their estimated useful lives of not more than 30 years. Under U.S. GAAP, the new cost basis was not established for the Group as the transfer was a transaction under common control.

     
 

(d)

Income tax effect of U.S. GAAP adjustments

     
   

Under U.S. GAAP, deferred tax assets relating to the reversal of the fixed assets revaluation, goodwill amortization and mining rights are recognized.

     
 

(e)

Minority interests

     
   

Consistent with disclosure requirement of HKFRS1- Presentation of Financial Statements, minority interests in the consolidated net assets and consolidated net profit under HK GAAP for prior year should be included as a portion of total equity and total profit attributable to shareholders respectively.

     
 

The net effects on net income and basic net income per share of the Group for the six months ended June 30, 2005 and equity as of June 30, 2005, after taking account of the above differences and related income tax effect, are a decrease in net income of approximately RMB25million (six months ended June 30, 2004, as restated: RMB50million), a decrease in basic net income per share of approximately RMB0.002 (as of the six months ended June 30, 2004, as restated: RMB0.005) and a decrease in equity of approximately RMB3.421billion (as of December 31, 2004, as restated: RMB3.377billion), respectively. In computing the net effects, the Directors are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the estimates of revenue and expenses. Accounting estimates have been employed to determine reported amounts, including realizability, useful lives of tangible assets and income taxes. Actual results could differ from those estimates.

   

24.

Comparative figures

   
 

The comparative figures presented in these condensed interim consolidated financial statements are prepared by the Group and have been adjusted for the impact of the relevant new HKFRSs as set out in note 2 to these condensed interim consolidated financial statements.

   
 
45

 

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

INTERIM DIVIDEND

 

The Board of Directors of the Company proposed not to declare an interim dividend for the period from January 1, 2005 to June 30, 2005 (for the period from January 1, 2004 to June 30, 2004: Nil).

 

MARKET REVIEW

 

Primary Aluminum

 

The first half of 2005 saw noticeable fluctuations in international primary aluminum prices. At the beginning of the year, the global economy enjoyed steady growth and the three-month aluminum futures price on the London Metals Exchange (the "LME") rose to a high of US$2,016.5 per tonne, the highest level for the past decade, which was attributable to the drive from funds. Due to the PRC's increased export, rebound of the US dollar and sell-off by certain funds, the primary aluminum price once dropped to US$1,680 per tonne, the lowest price since September 2004. In the first half of 2005, the average primary aluminum future price on the LME amounted to US$1,842 per tonne, representing an increase of 10.0% over the same period last year. The price of domestic primary aluminum recorded slight increase along with fluctuations. The primary aluminum spot price on the Shanghai Futures Exchange (the "SHFE") gradually increased to RMB16,936 per tonne in June from RMB16,029 per tonne in January. Primary Aluminum prices sank into a weak pattern since June with the impact of uncertainties including the State's macro-control policies, high prices of energy and raw materials as well as the abolishment of preferential policies regarding alumina tolling transactions. The average primary aluminum spot price on the SHFE was RMB16,579 per tonne, representing a decrease of 1.6% from the same period last year.

 

The global production and consumption of primary aluminum for the first half of 2005, both maintaining steadiness, amounted to 15,400,000 tonnes and 15,750,000 tonnes respectively. Despite the high prices of alumina and the increased power tariff in China, domestic production of primary aluminum still increased relatively significantly by 16.6% to 3,650,000 tonnes over the same period last year, while the consumption of primary aluminum amounted to 3,150,000 tonnes, representing an increase of 4.7% over the same period last year.

 

Price Trend of the Three-Month Aluminum Futures Prices on LME and SHFE

 
Price Trend Chart
 
 
46

 

ALUMINA

 

The first half of 2005 saw no essential change in either international or domestic supply and demand of alumina, with alumina prices maintaining high. The alumina FOB price in the international market basically ranged between US$430 and US$470 per tonne. Imported alumina was sold in domestic market at stable prices ranging from RMB4,700 to RMB4,850 per tonne. The average spot retailing price of domestic-made alumina was RMB4,316 per tonne, and its current price is RMB4,330 per tonne.

 

In the first half of 2005, the global alumina production amounted to 30,070,000 tonnes with a consumption of 30,230,000 tonnes, representing a year-on-year increase of 5.3% and 6.1% respectively. The wide shortfall of domestic-made alumina supply amounted to as large as 48%, resulting in an shortage situation that is still to be eased effectively. In the first half of 2005, China produced 3,950,000 tonnes of alumina, representing a year-on-year increase of 15.5%; the supply of alumina amounted to 7,620,000 tonnes, representing a year-on-year increase of 17.2%. In the first half of 2005, China imported 3,670,000 tonnes of alumina.

 

BUSINESS REVIEW

 

Based on sufficient study on the State's policies and market analysis in the first half of 2005, the Company formulated effective measures in accordance with its annual targets. Despite the impact from various factors including increasing prices of raw materials and power, the Company leveraged market opportunities to speed up its development and put more efforts in management fundamentals and technological upgrades, with satisfactory results in production and operations.

 

-

Facing by the changing market situation, the Company accelerated the construction of new alumina projects and captured the favorable opportunities of acquisition and merger in the primary aluminum industry. The Company also fully capitalized on such opportunities brought forth by the alleviation in external power supply and transportation to carefully schedule its production. As a result, production level hit another historical high. During the first half of this year, the production volume of alumina amounted to 3,490,000 tonnes, representing an increase of 12.6% over the corresponding period last year. The production of alumina chemicals namely, multi-variety alumina and alumina hydrate was 465,000 tonnes, representing an increase of 21.1% compared to the same period last year. The production (inclusive of the 42,000 tonnes produced by Lanzhou Aluminum in the second quarter) of primary aluminum products amounted to 465,000 tonnes, representing an increase of 29.9% over the corresponding period last year.

   

-

The Company attached great importance to rationalized management and enhanced management fundamentals. With its fast development, the Company focused on implementation of the "strict, specialization, practice, innovation, sustainability and balance" management concepts. To address the surging energy price, the Company further optimized major technological and economic indexes of process operations. For the composite energy consumption of alumina, a decrease of 7% was recorded as compared with the corresponding period last year.

   
 
47

 
 

In response to the increasingly intensified competition in product market, the Company established Shandong Alumina Chemicals Sales Department and started the centralized sales of alumina chemicals, thus improving its product coverage and competitiveness.

   
 

The Company initiated such activities as "promoting clean production and developing recycling economy to strive for building a resource-saving enterprise", so as to facilitate the effective running of three systems of quality, environment and safety management.

   

-

The Company established a mining branch to strengthen resource management and exploration of new bauxite resources, leading to an additional bauxite reserve of 34,700,000 tonnes in the first half of this year. Meanwhile, the Company broadened the communication and cooperation with major bauxite fields, with progress in securing its self-owned bauxite resources through optimized resources allocation.

   

-

Several capital operations were accomplished. With the acquisition of 28% interests in Lanzhou Aluminum in March 2005, the Company became its largest shareholder. The annual smelting capacity of Lanzhou Aluminium is approximately 160,000 tonnes.

   

On June 15, 2005, the Company successfully issued the first tranche of short-term bonds amounting to RMB2billion in the PRC with a maturity of 365 days. The Company was authorized to issue short-term debentures in the aggregate principal amount of up to RMB5billion and plans to complete the issue within one year following the initial issue.

 

At the annual general meeting of the Company held on June 9, 2005, the Company was approved to submit applications to China Securities Regulatory Commission for the issue of up to 1,500,000,000 A Shares to the PRC public, and to the Shanghai Stock Exchange for the listing of its A Shares thereon. Currently, preparation for the said applications is currently in progress.

 

-

The Group accelerated its overseas development projects which were progressing smoothly.

   
 

*

In May 2004, the Company entered into a non-binding framework agreement with Companhia Valedo Rio Doce of Brazil ("CVRD") for the feasibility study of establishing a new refinery, ABC Alumina Refinery, for alumina production in Brazil. In the early 2005, the Company and CVRD embarked on the joint feasibility study of ABC project and began discussions on the relevant projects. The feasibility study is estimated to be completed in the second half of 2005. Phase I of the project is expected to be completed and put into production in 2008.

     
 

*

Following the submission of a letter of registration to the Queensland government in 2004, the Chinese joint parties led by the Company started the relevant preparation for the bidding, and had extensive communications with the Queensland government for the project development. The Chinese joint parties expect to re-submit a letter of intent to the Queensland government according to its requirement on bidding procedures in the second half of 2005. The bidding document is expected to be submitted in early 2006.

     
 

*

The Dak Nong project regarding alumina in Vietnam led by the Company was in smooth progress. The preliminary feasibility study report prepared by the Company was completed in the second quarter and submitted to the Vietnam government. The feasibility study of such project is expected to kick off within this year.

     
 
48

 

-

By focusing on its core business and capitalizing on market opportunities, the Group speeded up the expansion of production capacity and the construction of projects. For the first half of 2005, the Group's capital expenditure amounted to approximately RMB4.22billion:

     
 

*

The second production line of the 300,000-tonne alumina ore-dressing Bayer project was put into production in Zhongzhou Branch;

     
 

*

The main body of the 280,000-tonne aluminum and power joint project in Shanxi Huaze Aluminum and Power Company Limited was basically completed;

     
 

*

The smelting process of the 85,000-tonne primary aluminum project in Qinghai Branch was fully completed;

     
 

*

The 800,000-tonne alumina phase III project in Shanxi Branch, the 700,000-tonne alumina project in Henan Branch and the 170,000-tonne series IV smelting brownfield project in Guizhou Branch were in smooth progress.

     

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

 

The following discussion and analysis should be read in conjunction with the Group's condensed interim financial statements together with the notes thereto as contained elsewhere in the interim report. The condensed interim financial statements have been prepared in accordance with HK GAAP, which may materially differ in certain respects from U.S. GAAP. A discussion of the material differences is set out in the Note 23 to the condensed interim financial statements.

 

Overview

 

The Group is engaged principally in alumina refining and primary aluminum smelting. The Group organizes and manages its operations according to the following business segments:

 

*

Alumina segment, which consists of mining and purchasing bauxite and other raw materials, refining bauxite into alumina, and selling alumina, alumina chemicals and gallium.

   

*

Primary aluminum segment, which consists of procuring alumina and other raw materials, supplemental materials and electricity, smelting alumina to produce primary aluminum, and selling primary aluminum, carbon products and small portion of aluminum fabrication products.

   

*

Corporate and other services segment, which includes the headquarters' operations, research conducted by the Group's research institutes and provision of the Group's research and development services to third parties.

   
 
49

 

Results of Operation

 

The Group's net profit attributable to shareholders of the Company amounted to RMB3,554million for the six months ended June 30, 2005, representing an increase of RMB62million from RMB3,492million for the same period last year.

 

Revenue

 

The Group's turnover increased by 25.65% from RMB14,205million for the first half of 2004 to RMB17,849million for the first half of 2005, representing an increase of RMB3,644million. The increase was primarily due to the growth in external sales volume of alumina and primary aluminum. However, the decline in selling price of primary aluminum had partially offset the impact of increase in sales volume.The Group's external sales volume of primary aluminum increased from 278,400 tonnes of the first half of 2004 to 425,800 tonnes for the first half of 2005, up 147,400 tonnes or 52.95%; the sales volume of alumina increased from 3,047,100 tonnes for the first half of 2004 to 3,514,800 tonnes for the first half of 2005, up 467,700 tonnes or 15.35%.

 

Segment turnover

 
Segment Turnover Chart
 

For the first half of 2005, the Group's external selling price of alumina reached RMB3,221.2 per tonne (tax excluded, similarly hereinafter), basically equivalent to the selling price of RMB3,216.7 per tonne for the same period last year. For the first half of 2005, the market selling price of alumina in spot market is slightly higher than last year. However, as the Company desired to nourish, stabilize and consolidate the source of customers so as to guarantee steady selling price of alumina in long-term, the ratio of long-term contracts had been increased strategically; thus, the external selling price of alumina had been driven down generally.

 

For the first half of 2005, the Group's external selling price for primary aluminum product reached RMB 14,227.25 per tonnes, decreased by RMB60.29 per tonne from RMB14,287.54 per tonne for the same period last year.

 

Cost of Goods Sold

 

The Group's total cost of goods sold increased by RMB3,193million, up 37.2%, from RMB8,579million for the first half of 2004 to RMB11,772million for the first half of 2005. The increase was mainly attributable to an increase in sales volume of alumina and primary aluminum, which accounted for 69.1% of the increase of the total cost of goods sold. As affected by the increase in prices of raw materials and fuel, unit production costs of primary aluminum and alumina products increased. As a result, the effect accounted for 16.6% of the increase in costs of goods sold while the remaining 14.3% of the increase in cost of goods sold was contributed by other reasons (the increase in costs of imported alumina).

 
 
50

 

Other Gains, Net

 

The Group's other net gains in the first half of 2005 amounted to RMB93.22million, representing an increase of RMB70.74million as compared with RMB22.48million in the corresponding period last year, which was mainly attributable to Chalco International Trading, a subsidiary of the Company, settled part of its primary aluminum futures contracts, resulting in the loss on futures contract of RMB33.25million for the first half of 2004 changed to a profit of RMB16.04million for the first half of 2005 and increase in interest income of RMB16.66 million.

 

Selling and Distribution Expenses

 

The Group's selling and distribution expenses increased by RMB21million, or 7.05%, from RMB298million for the first half of 2004 to RMB319million for the first half of 2005. The increase in sales volume of primary aluminum resulted in the growth of packaging expenses and transportation and loading costs.

 

General and Administrative Expenses

 

General and administrative expenses increased by RMB83million or 15.84% from RMB524million for the first half of 2004 to RMB607million for the first half of 2005. This is mainly due to an increase of RMB36million in administrative expenses as a result of the increase in land rental due to the adjustment of state-owned land premium as well as the new office buildings leased by the Company; and an increase of RMB28million in taxes other than income taxes related to the expansion of business in the year. Besides, insurance and other expenses of the Company increased by approximately RMB19million.

 

Research and Development Costs

 

The Group's research and development costs decreased by RMB5.68million or 9.78% from RMB58.09million for the first half of 2004 to RMB52.41million for the first half of 2005. The decrease was primarily due to the amount of preliminary expenses required in the new project development was less in 2005.

 

Operating Profit

 

The Group's operating profit rose by RMB424million from RMB4,768million for the first half of 2004 to RMB5,192million for the first half of 2005, up 8.9%.

 

For the first half year of 2004 and 2005, the Group's operating profits as a percentage of turnover were 33.6 % and 29.1% respectively.

 

Finance Costs

 

The Group's finance costs for the first half of 2005 and the first half of 2004 amounted to RMB181 million and RMB192 million (as previously reported), respectively. As a result of the adoption of the new HKFRS, exchange gain (net) for the first half of 2004 of RMB14 million was reclassified under finance costs; additional interest expenses of RMB146 million were capitalized. The restated finance costs for the first half of 2004 amounted to RMB33 million.

 

The Group's finance costs increased by RMB148 million from RMB 33million for the first half of 2004 to RMB181 million for the first half of 2005. The increases were mainly attributable to completion of part of the capital expenditure projects and thus interests expenses capitalized decreased accordingly.

 
 
51

 

Income Taxes

 

The Group's income tax expense grew by RMB256million or 23.75% from RMB1,078 million (restated) for the first half of 2004 to RMB1,334million for the first half of 2005. Such growth was mainly due to the addition of approximately RMB169million in income taxes resulting from the rise in the Company's profit. Pursuant to "Lu Guo Shui Han [2004] No. 319" issued by the Shandong Province Tax Bureau of the PRC in the second half of 2004, a subsidiary of the Company in Shandong Province previously subject to an income tax rate of 15% is taxed at 33% since January 1, 2004. As the income tax expenses of this subsidiary was calculated at the income tax rate of 15% in the 2004 interim financial statements retrospectively, the income tax for the first half of 2005 increased by approximately RMB109 million over the same period last year.

 

The Group's average income tax rate was 26.6% during the first half of 2005, which was lower than the statutory tax rate of 33%. 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% in connection with the national policy to develop the western region.

 

Minority Interests

 

Minority interests decreased from RMB165million for the first half of 2004 to RMB129million for the first half of 2005. This was mainly attributable to the decrease of net profit for the first half of 2005 as compared with the same for the first half of 2004 resulting from the adjustment of corporate income tax rate applicable to the Company's subsidiary, Shandong Aluminum Industry Co., Ltd., which had minority interests.

 

Profit for the Period

 

As a result of the foregoing, the Group's net profit attributable to shareholders of the Company for the period increased from RMB3,492million for the first half of 2004 to RMB3,554million for the first half of 2005.

 

Operating profit and net profit for the first half of historical years

 
Operating Profit and Net Profit Chart
 
 
52

 

DISCUSSION OF SEGMENT OPERATIONS

 

Alumina Segment

 

Sales of Goods

 

The Group's total sales of goods of the alumina segment increased by RMB 2,051million, or 18.06%, to RMB13,407million for the first half of 2005 from RMB11,356million for the first half of 2004. This was mainly attributable to the increase in alumina production from 3,047,100 tonnes for the first half of 2004 to 3,514,800 tonnes for the first half of 2005, up 15.35%.

 

Revenue of external sales of alumina for the first half of 2005 increased by RMB1,754million or 18.75% to RMB11,108million as compared with RMB9,354million for the same period in 2004. This was mainly attributable to the increase in the Group's external sales volume of alumina.

 

Revenue from sales of alumina to the Group's smelters increased by RMB297million to RMB2,299million in the first half of 2005 as compared with RMB2,002million for the same period last year. The increase was mainly due to the increase in productivity of the Group's smelters and the increase in supply of alumina for production to the Group's smelters from the alumina refineries.

 

Cost of Goods Sold

 

For the first half of 2005, the total cost of goods sold in the Group's alumina segment increased by RMB1,596million or 26.22 % to RMB7,683million as compared with RMB6,087million for the same period last year. The rise was mainly due to the increase in sales volume and unit cost of alumina products, with 58.5% of the increase in total selling cost of the segment due to the growth of sales volume of alumina and 35.0% of the increase in total selling cost of the segment as a result of the rise in unit production cost. The increased unit production cost of alumina products was mainly attributable to the growth in unit production cost owing to the increased prices of raw materials and fuels. The decreased materials consumption partially offset the impacts of increased prices of raw materials and fuels. The decrease in materials consumption mainly benefited from the improved technological and economic indexes as compared with 2004 along with the incremental improvements of technological renovations of the Group's plants.

 

To effectively control the rising prices of bauxite, the Group established a mining branch in Henan Province in March 2005, to be responsible for the Company's bauxite mining and procurement in Henan Province. The price of bauxite outsourced by the Group began to fall from April 2005 and had declined by approximately 6% by the end of June from the beginning of the year.

 

Operating Profit

 

As a result of the foregoing, total operating profit for the alumina segment increased by 7.78% from RMB4,846million for the first half of 2004 to RMB5,223million for the first half of 2005. The operating profit of the alumina segment as a percentage of sales of goods of the Company decreased from 42.67% for the first half of 2004 to 38.96% for the same period of 2005.

 
 
53

 

Primary aluminum Segment

 

Sales of Goods

 

The Group's total sales of goods for the primary aluminum segment increased by RMB1,876million, or 39.03%, from RMB4,806million for the first half of 2004 to RMB6,682million for the first half of 2005. The Group's total sales volume of primary aluminum increased by 147,400 tonnes, or 52.95%, from 278,400 tonnes for the first half of 2004 to 425,800 tonnes for the first half of 2005. The decrease in the price of primary aluminum together with curtailment of sales of other products such as carbon offset part of the growth of sales volume. The sales amount of primary aluminum represented 83.4% and 90.7% of the sales amount of primary aluminum segment for the year of 2004 and 2005.

 

Cost of Goods Sold

 

The total cost of goods sold for the Group's primary aluminum segment increased by 42.24% from RMB4,422million for the first half of 2004 to RMB6,290million for the same period of 2005. This was mainly attributable to the increase in sales volume of primary aluminum products.

 

Operating Profit

 

Operating profit of the primary aluminum segment increased by RMB45million from RMB125million for the first half of 2004 to RMB170million for the first half of 2005, mainly due to the increased sales volume of primary aluminum products.

 

Corporate and Other Services Segment

 

The Group's corporate and other services segment reflected the expenses for the Company's headquarters as well as research and development services and product sales of the Group's research institute provided to external customers.

 

This segment recorded an operating loss of RMB41.87million for the period ended June 30, 2005, representing an increase from the loss of RMB21.04million for the first half of 2004, which was primarily due to the Company's leasing of new office.

 

Working Capital and Liabilities

 

As of June 30, 2005, the Group's current assets amounted to RMB14,251million, basically equivalent to the amount of RMB14,357million as of December 31, 2004.

 

-

the Group's inventories increased by RMB626million to RMB5,858million from RMB5,232million as of December 31, 2004. The increase was mainly attributable to the increased prices of raw materials and reserves.

   

-

the Group's net accounts receivable amounted to RMB2,143million, representing an increase of RMB178million over RMB1,965million as of December 31, 2004, of which bills receivable and trade receivables increased by RMB229million and decreased by RMB51million, respectively.

   
 
54

 

As of June 30, 2005, the Group had current liabilities of RMB13,984million, representing an increase by RMB791million from RMB13,193million as of December 31, 2004. Among the current liabilities, corporate short-term bonds issued by the Group amounted to RMB1,946million, while long-term loans due within one year increased by RMB301million, representing an increase of current liabilities of RMB2,247million in total. Meanwhile, other payables and accruals decreased by RMB760million, while the payment of tax resulted in the income tax payables decreased by RMB377million, together with short-term loans decreased by RMB283million, leading to current liabilities decreased by RMB1,420million in total.

 

In 2005, more inter-bank financing channels became available to enterprises as a result of the implementation of the PRC's financial system reform. Honourably, the Group was listed as one of the first group of enterprises that are approved to issue short-term bonds and was granted an issue facility amounting to RMB5billion. Through this issue, the Group was qualified for inter-bank financial market and further expanded its financing channels.

 

In June 2005, the Group issued RMB2billion of short-term zero-coupon bonds at the issuing price of RMB97.16 each (face value of RMB100 per unit) with effective interest rate of 3.33%, from which a total of RMB1,943million was financed. Due to the lower cost of short-term bonds as compared with that of bank loans under the same term, approximately RMB36million per year of interest expenses can be saved. The remaining RMB3billion of bonds will be issued by the Company when appropriate.

 

Therefore, the Group had net current assets of RMB267million as of June 30, 2005, representing a decrease of RMB896million from RMB1,163million as of December 31, 2004.

 

As of June 30, 2005, the Group had RMB8,283million of long-term loans (net of balance repayable within one year), representing an increase of RMB891million from RMB7,392million as of December 31, 2004. primarily attributable to the additional capital expenditure which were financed by long-term loans.

 

As of June 30, 2005, the gearing ratio (total debts over total debts plus total equity) in the financial statement of the Group amounted to 33.61%, representing an increase of 3.43 percentage points as compared with the 30.18% at the end of 2004.

 

In view of the Group's creditability and the availability of funds in China, the Group does not foresee any significant difficulties in obtaining bank loans in the future. The Company plans to finance its capital expenditure projects and related expenditures principally through cash generated from operating activities, long-term and short-term borrowings and short-term bonds. The Group will also, if necessary, finance its capital expenditures through other channels. The Group has also established standby credit facilities with domestic banks for an aggregate of RMB33,728million to finance any funding shortfall related to its alumina and primary aluminum projects and for relevant working capital purposes. The Group believes that its working capital is sufficient for the present needs.

 

Capital Expenditure and Capital Commitments

 

During the first half of 2005, the Group had completed investment in fixed assets of RMB4,216million in total. As of June 30, 2005, the capital commitments of the Group to the property, plant and equipment amounted to RMB 8,561 million, of which, RMB1,965 million represented commitments contracted but not provided for and RMB6,596 million represented commitments approved but not contracted for. The capital was mainly used to finance the 280,000-tonne aluminum project of an associated company Huaze Aluminum and Power Company, the 800,000-tonne alumina project Phase III in Shanxi, the 700,000-tonne alumina project in Henan, the 300,000-tonne alumina project in Zhongzhou and the Company's other technology improvement projects.

 
 
55

 

As a result of increasing investments in new projects and technology improvement, the Group's capacity and output of alumina and primary aluminum increased continuously. The production capacity of alumina increased from 6.47million tonnes in 2004 to 8.5million tonnes in 2005, while that of primary aluminum increased from 833,000million tonnes in 2004 to 1.34million tonnes in 2005.

 

The production capacity of alumina for the historical years

 
Production Capacity of Alumina Chart
 

The production capacity of primary aluminum for the historical years

 
Production Capacity of Primary Aluminum Chart
 
 
56

 

In March 2005, with the acquisition of 28% equity interest in Lanzhou Aluminum at a cash consideration of RMB768million, the Company became its largest shareholder. According to the Articles of Association of Lanzhou Aluminum, the board of directors of the company comprises 9 directors, of which six are non-independent directors and three are independent directors. Among the nine existing members in the board of directors of Lanzhou Aluminum, the Company currently has five non-independent directors, representing a majority of the board of directors of the company.

 

Lanzhou Aluminum is an A Shares company (stock code:600296) listed on Shanghai Stock Exchange in the PRC, principally engaged in the production and sales of primary aluminum products. As of June 30, 2005, according to the unaudited interim report prepared under PRC GAAP of Lanzhou Aluminum, the total asset of Lanzhou Aluminum amounted to RMB3,650million, while issued share capital and reserve amounted to RMB2,825million. Lanzhon Aluminum produced 82,500 tonnes primary aluminum. The revenue for the first half of 2005 was RMB1,339million, with operating profit amounted to RMB79million, while net profit amounted to RMB55million. Interest in Lanzhou Aluminum is accounted for using equity method by the Company.

 

The acquisition of Lanzhou Aluminum by the Company will further reduce the market operating risk of the Group, leading to an improvement in the Company's market share in the domestic primary aluminum market.

 

Cash and Cash Equivalents

 

Cash and cash equivalents of the Group as of June 30, 2005 totaled RMB5,349million, including foreign currency denominated deposits of US$1.69million.

 

Net Cash Flows from Operating Activities

 

Net cash flows from operating activities increased by RMB272million or 9.75% from RMB2,789million for the first half of 2004 to RMB3,061million for the same period of 2005. The increase was primarily due to the increase in operating profit for the period of the Company as compared with the same period last year.

 

Net Cash Flows from Investing Activities

 

Net cash outflows from investing activities increased by RMB1,057million or 27.76% to RMB4,865million for the first half of 2005 from RMB3,808million for the first half of 2004. The increase was primarily due to the increase in capital expenditure of the Company.

 

Net cash flows from financing activities

 

Net cash inflows from financing activities amounted to RMB929million for the first half of 2005, representing a decrease of RMB1,834million as compared with RMB2,763million for the corresponding period last year, which was mainly attributable to the proceeds of RMB3,301million from issue of shares by the Company in the corresponding period last year; the Company issued short-term bonds of RMB1,946million and new borrowings of RMB553million in the period; while the final dividend paid increased by RMB884million as compared to the same period last year.

 
 
57

 

Foreign Exchange Rate Risk

 

The Group conducts its business primarily in Renminbi.

 

The People's Bank of China announced on July 21, 2005 that Renminbi's peg to the United States Dollar would be replaced with a more flexible exchange rate regime referenced on a basket of currencies.

 

As the volume of imported alumina and loans denominated in foreign currency of the Group were relatively limited, therefore, the appreciation of Renminbi will not have substantial impact on the production and operation of the Group. In respect of production costs, the appreciation of Renminbi will increase the Company's pressure in competing in the international market to a certain extent.

 

Exchange rate swap business

 

In consideration of the interest rate of loans denominated in US dollars in the domestic market is approximately 1 percentage point lower than loans denominated in Renminbi in the same period, the Group borrowed loans of US$15million and US$85million on March 11, 2005 and May 13, 2005 respectively. To avoid the risk posed by the changes in exchange rate at the time the loans fall due, the Company entered into "Interest/exchange rate swap Agreement" totalled to US$100million by instalments with banks as a way to fix the exchange rate of the US dollars denominated loans. The agreement is a hedge against the US dollars denominated loans.

 

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

 

In accordance with Articles 95 and 117 of the Company's Articles of Association, all Directors and Supervisors were appointed for a three-year term. At the expiry of the term of office, the term is renewable upon re-election. At the 2004 Annual General Meeting held on June 9, 2005, Shi Chungui was appointed as a Non-executive Director in place of Chen Xiaozhou. Members of the second Board of Directors and Supervisory Committee are:

 

Executive Directors:

Xiao Yaqing, Xiong Weiping, Luo Jianchuan,

 

Chen Jihua

Non-executive Directors:

Shi Chungui, Joseph C. Muscari

Independent Non-executive Directors:

Chiu Chi Cheong Clifton, Wang Dianzuo, Kang Yi

Supervisors:

Luo Tao, Yuan Li, Ou Xiaowu

 

EMPLOYEES, PENSION PLANS AND WELFARE FUND

 

The Group had approximately 68,750 employees as of June 30, 2005. The remuneration package of the employees includes wages, 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 the 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 around 20% from plant to plant, 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 by the end of June 30, 2005.

 
 
58

 

SHARE CAPITAL STRUCTURE

 

The share capital structure of the Company as of June 30, 2005 was as follows:

 
 

As of June 30, 2005

 

No. of shares

Percentage of issued

Holders of Domestic Shares or H Shares

(in million)

share capital (%)


Holders of Domestic Shares

   

Aluminum Corporation of China

4,656.3

42.14

China Cinda Asset Management Corporation

1,610.3

14.57

China Orient Asset Management Corporation

602.2

5.45

China Development Bank

554.9

5.02

Guangxi Investment (Group) Co., Ltd.

196.8

1.78

Guizhou Provincial Materials Development

   

    and Investment Corporation

129.4

1.17

     

Holders of H Shares

   
     

Alcoa International (Asia) Limited

884.2

8.00

Other public investors

2,415.7

21.87


     

SUBSTANTIAL SHAREHOLDERS

 

So far as the Directors are aware, as of 30 June 2005, the persons other than a Director, Chief Executive or Supervisor 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 ("SFO") are as follows (the interests in shares and short positions disclosed herein are in addition to those disclosed in respect of the Directors, the Chief Executive and the Supervisors):

 
           

Percentage

 
           

in the relevant

Percentage

Name of substantial

 

Class

Number of

 

Type of

class of

in total

shareholders

 

of shares

shares held

Capacity

interest

share capital

share capital


Aluminum Corporation

 

Domestic

4,656,261,060 (L)

Beneficial owner

Corporate

60.08%

42.14%

    of China

 

Shares

         

China Cinda Asset

 

Domestic

1,610,332,210 (L)

Beneficial owner

Corporate

20.78%

14.57%

    Management Corporation

 

Shares

         

China Orient Asset

 

Domestic

602,246,135 (L)

Beneficial owner

Corporate

7.77%

5.45%

    Management Corporation

 

Shares

         

China Development Bank

 

Domestic

554,940,780 (L)

Beneficial owner

Corporate

7.16%

5.02%

   

Shares

         

Alcoa Inc.

 

H Shares

884,207,808 (L)

Interest of controlled

Corporate

30.55%

8.00%

       

corporation

     

Alcoa International

 

H Shares

884,207,808 (L)

Beneficial owner

Corporate

30.55%

8.00%

    (Asia) Limited

             

UBS AG

 

H Shares

166,716,861(L)

Note(1)

Corporate

5.05%

1.51%

   

H Shares

17,867,961(S)

Note(2)

Corporate

0.54%

0.16%

Templeton Asset

 

H Shares

199,176,000(L)

Investment Manager

Corporate

6.04%

1.80%

    Management Limited

             

               
 
59

 

Note:

The letter "L" denotes a long position and the letter "S" denotes a short position.

   

Note (1)

Out of these 166,716,861 H Shares (L), UBS AG holds 161,633,961 H Shares in the capacity as beneficial owner and 5,082,900 H Shares through its interests in controlled corporations.

   

Note (2)

Out of these 17,867,961 H Shares (S), UBS AG holds 17,862,261 H Shares in the capacity as beneficial owner and 5,700 H Shares through its interests in controlled corporations.

   

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

 

During the six months ended June 30, 2005, none of the Directors, Chief Executive or Supervisors or their respective associates had any interests or short positions in the shares or debentures of the Company or any of its 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; or (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 Issuers.

 

During the six months ended June 30, 2005, none of the Directors, Chief Executive, Supervisors or their spouses or children under the age of 18 was given the right to acquire any shares in or debentures of the Company or any of its associated corporations (within the meaning of the SFO).

 

REPURCHASE, SALE OR REDEMPTION OF THE COMPANY'S SHARES

 

The Company did not redeem any of its shares during the six months ended June 30, 2005. Neither the Company nor any of its subsidiaries purchased or sold any of its shares during the first half of 2005.

 

Charge on Group Assets

 

None of the Group's assets are charged or subject to any encumbrance.

 

OUTLOOK AND PROSPECTS

 

In the second half of 2005, the Company will still face challenges both in production and management including the increased pressure on product cost and operations, mainly due to the further intensity of competition in aluminum market, the high prices of energy sources (coal, electricity and oil) and shortage of transportation. The Company will pay particular attention on the macro economy and market trends, capitalize on all of its internal and external conditions, and take its own advantages to lay a solid foundation on management fundamentals for its objectives of 2005. In the second half of 2005, the Group will focus on the following aspects:

 

*

The Group will find a scientific development route suitable for itself, including embarking on the research and planning of industry chain from smelting to fabrication of aluminum and adjusting its product mix as a way to strengthen its ability to bear market risks.

   
 
60

 

*

Leveraging the favorable opportunities in domestic undersupply of alumina and integration of aluminum market, the Company will, on the one hand, focus on the construction of key projects including the 800,000-tonne alumina project in Shanxi Branch, the 700,000-tonne alumina project in Henan Branch and the 170,000-tonne series IV aluminum project in Guizhou Branch, which are all expected to be completed and put into operation by the end of 2005. On the other hand, the Company will actively identify aluminum enterprise target for acquisition or merger in the primary aluminum segment.

   

*

Initiatives will be taken to establish new mechanism of acquiring mining rights. The Company will invest more in geological investigation to increase its bauxite reserve and improve its bauxite supply structure. At the same time, the Group will increase the investment in mines to enhance its production ability of self mining.

   

*

We will closely monitor and study market dynamics to increase the accuracy of estimation, scientificness of decisions and response promptness. By fully applying the market rules, the Company will further optimize the management model of centralized marketing. At the same time, the capital budget will be improved to avoid market risks.

   

*

By advocating clean production under a standard mass production model, the Company will undertake initiatives to implement and promote new technologies and innovative techniques. It will create an enterprise with an operating model based on efficiency. With the implementation of financial budget management and the focus on break-down of cost targets, the Group will carry out a cost objective management model to effectively control cost and lay a solid foundation for management fundamentals.

   

*

The Group expects to further rationalize its management to improve operating efficiency. The Group is committed to forging a human-oriented and harmonious Chalco, paving the way for an international leading enterprise.

   

CORPORATE GOVERNANCE

 

The Articles of Association, the Terms of Reference of the Audit Committee, the Terms of Reference of the Supervisory Committee and the code of conduct regarding securities transactions by the Directors and specific employees form the framework for the code of corporate governance practice of the Company. The Board has reviewed its corporate governance documents and is of the view that such documents have incorporated most of the principles and code provisions in the "Code on Corporate Governance Practices" (the "CG Code") as set out in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

 

Code A.2.1 of the CG Code requires the roles of chairman and chief executive officer to be separate and not be performed by the same individual. Currently, Mr. Xiao Yaqing serves as the Chairman and Chief Executive Officer of the Company. The Directors are of the opinion that this arrangement does not have a material adverse impact on the corporate governance of the Company.

 

Subject to the transitional arrangements of the CG Code and the deviation of the Company's own corporate governance practices from the code provisions in the CG Code mentioned above, the Board is of the view that the Company has complied with the code provisions of the CG Code during the period from January 1, 2005 to June 30, 2005.

 
 
61

 

CODE OF CONDUCT REGARDING SECURITIES TRANSACTIONS BY THE DIRECTORS

 

The Company has adopted a code of conduct regarding securities transactions by the Directors (the "Required Standard") on terms no less exacting than the required standard of dealings set out in the "Model Code for Securities Transactions by Directors of Listed Issuers" in Appendix 10 of the Listing Rules. All Directors, upon specific enquiries, have confirmed that they have complied with the Required Standard during the six-month period ended June 30, 2005.

 

Specific employees who are likely to be in possession of unpublished price-sensitive information of the Group are also subject to compliance with the Required Standard. The Directors are not aware of any incident of non-compliance by such employees during the six-month period ended June 30, 2005.

 

AUDIT COMMITTEE

 

The Company has established an audit committee with written terms of reference based on the guidelines recommended by the Hong Kong Institute of Certified Public Accountants. The primary duties of the audit committee are to review and provide supervision over the financial reporting process and internal control of the Group.

 

The Audit Committee of the Company consists of three independent non-executive Directors, namely Mr. Chiu Chi Cheong, Clifton, Mr. Wang Dianzuo and Mr. Kang Yi. The Audit Committee has reviewed and confirmed the unaudited interim report for the six months ended June 30, 2005.

 
 

Xiao Yaqing
Chairman and Chief Executive Officer

Beijing, PRC

 

August 22, 2005

 
   
 
62

 

About the Company
Our contact information of this release is:
 
Business address: No.12B, Fuxing Road, Haidian District, Beijing, People's Republic of China 100814
Telephone number: (86-10) 6397 1767
Website: http://www.chinalco.com.cn
Contact person: Liu Qiang, Company Secretary