6-kAnnouncement

1934 ACT FILE NO. 001-15264

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

FORM 6-K
___________________

Report of Foreign Private Issuer

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

For the month of December, 2006.
___________________

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  December 12, 2006       

 

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.

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

 

 


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

(Stock Code: 2600)

SUPPLEMENTARY ANNOUNCEMENT -
CONTINUING CONNECTED TRANSACTIONS

SUMMARY

On 9 November 2006, the Company announced its proposal to convene the Special General Meeting to obtain the approval of the independent Shareholders for, among other things, the continuation and entering into of certain Continuing Connected Transactions together with the proposed annual limits for such Continuing Connected Transactions for the financial years ending 31 December 2009. This announcement is supplementary to the announcement of the Company made on 9 November 2006.

In accordance with the requirements of the Listing Rules, the Company is entitled to categorise the Continuing Connected Transactions and any New Continuing Connected Transactions into (1) non-exempt continuing connected transactions, which are required to comply with reporting, announcement and independent shareholders' approval requirements of the Listing Rules; (2) non-exempt continuing connected transactions, which are required to comply with reporting and announcement requirements of the Listing Rules; and (3) exempt continuing connected transactions which are not subject to any reporting, announcement or independent shareholders' approval requirements. The Directors have categorised the Continuing Connected Transactions and the New Continuing Connected Transactions into exempt and non-exempt connected transactions in accordance with the requirements of the Listing Rules, particulars of such categorisation are set out in this announcement. Further details relating to such Continuing Connected Transactions will be set out in the Company's circular to be issued to the Shareholders.

The Special General Meeting will be convened for the independent Shareholders to approve and authorise, among other things, the continuation of the non-exempt Continuing Connected Transactions which require approval by the independent Shareholders and the proposed annual limits for the transactions in respect thereof for the three years ending 31 December 2009.

On 9 November 2006, Aluminum Corporation of China Limited (the "Company") announced (the "Announcement dated 9 November 2006") its proposal to convene a Special General Meeting to obtain the approval of the independent Shareholders for, among other things, the continuation and entering into of certain continuing connected transactions comprising the Continuing Connected Transactions and the New Continuing Connected Transactions (both as defined in the Announcement dated 9 November 2006). The Announcement also sets out the proposed annual limits for such Continuing Connected Transactions for the financial years ending 31 December 2009. This announcement is supplementary to the Announcement dated 9 November 2006. Terms used in this announcement have the same meaning as in the Announcement dated 9 November 2006, unless otherwise stated.

 

1.

THE ANNOUNCEMENT DATED 9 NOVEMBER 2006

 

 

 

In the Announcement dated 9 November 2006, the Continuing Connected Transactions, the New Continuing Connected Transactions together with the relevant proposed annual limits for the three financial years ending 31 December 2009 were disclosed as follows:

 

 

 

Transactions

Proposed Annual Limits

 

Counter-party

 

 

(amount in RMB millions)

 

 

 

 

 

 

 

 

 

 

Expenditure:

2007

2008

2009

 

 

 

 

 

 

 

 

 

 

Social welfare and logistics

 

 

 

 

 

 

    services (Item A.1)

1,740

2,003

2,320

 

Chinalco

 

Provision of production supplies

 

 

 

 

 

 

    and ancillary services (Item A.2)

1,000

1,500

2,000

 

Chinalco

 

Mineral supply (Item A.3)

445

643

890

 

Chinalco

 

Engineering, construction

 

 

 

 

 

 

    and supervisory services (Item A.4)

3,970

3,970

3,970

 

Chinalco

 

Land use rights leasing from

 

 

 

 

 

 

    Chinalco (Item A.5)

400

400

400

 

Chinalco

 

Building Leasing from Chinalco

 

 

 

 

 

 

    (Items A.6 and A.8)

100

100

100

 

Chinalco

 

Factory and asset leasing

 

 

 

 

 

 

    (Shanxi Carbon Factory) (Item A.7)

11

11

11

 

Chinalco

 

Aluminum ingots sales agency

 

 

 

 

 

 

    (Item A.9)

2

2

2

 

Guizhou Development

 

 

 

 

 

 

 

 

Contracting services

800

800

800

 

Shanxi Zhangze

 

*    Provision of contracted

 

 

 

 

 

 

        management services for

 

 

 

 

 

 

        electricity generators

 

 

 

 

 

 

        (Item A.10)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision of production supplies

 

 

 

 

 

 

    and ancillary services by

 

 

 

 

 

 

    the Company to Chinalco (Item B.1)

5,000

5,920

7,100

 

Chinalco

 

Engineering design and other services

 

 

 

 

 

 

    by the Company to Chinalco (Item B.2)

4

4

4

 

Chinalco

 

Aluminum ingots and

 

 

 

 

 

 

    alumina supply (Item B.4)

450

450

450

 

Guangxi

 

 

 

 

 

 

Non ferrous Metal

 

Supply of primary aluminum (Item B.5)

2,300

3,300

4,630

 

Xinan Aluminum

 

 

 

 

 

 

 

 

Note:

Item numbers are added to the above table for ease of reference and comparison. These item numbers did not appear on the Announcement dated 9 November 2006. Item B.3 is not shown on the above table as the historical value of such transactions is deminimus.

 

 

2.

CATEGORISATION OF THE CONTINUING CONNECTED TRANSACTIONS ACCORDING TO THE LISTING RULES

 

 

 

2.1

Reasons for the categorisation of the Continuing Connected Transactions according to the Listing Rules

 

 

 

 

 

In the Announcement dated 9 November 2006, the Continuing Connected Transactions and the New Continuing Connected Transactions are not categorised into exempt and non-exempt continuing connected transactions in accordance with the Listing Rules. The Directors have now categorised the Continuing Connected Transactions and the New Continuing Connected Transactions into exempt and non-exempt continuing connected transactions in accordance with the requirements of the Listing Rules for the following reasons:

 

 

 

 

 

1.

The categorisation into exempt and non exempt continuing connected transactions provide better identification and ease of reference for the independent Shareholders going forward; and

 

 

 

 

 

 

2.

The categorisation into exempt and non-exempt continuing connected transactions avoids the issue of whether the Company is aggregating all the continuing connected transactions into one transaction for the purpose of approval by the independent Shareholders.

 

 

 

 

 

2.2

The categorisation

 

 

 

 

 

By applying the size tests (as specified in Chapter 14 of the Listing Rules) of the Listing Rules to the estimated annual limits of the Continuing Connected Transactions set out in the table in paragraph 1 above, the Directors have categorized the Continuing Connected Transactions and the New Continuing Connected Transactions into
(1) non-exempt continuing connected transactions which require independent Shareholders' approval;
(2) non-exempt continuing connected transactions which do not require independent shareholders' approval; and
(3) exempt continuing connected transactions, which are not subject to any disclosure requirements under the Listing Rules. Particulars of the Continuing Connected Transactions as categorised in accordance with the requirements of the Listing Rules are as follows:

 

 

 

 

 

Non-exempt Continuing Connected Transactions

 

 

 

 

 

 

 

 

Proposed Annual Limits

 

Counter-

 

 

 

 

 

(amount in RMB millions)

 

party

 

 

 

 

 

2007

2008

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reporting, Announcement and Shareholders'

 

 

 

 

 

 

 

Approval required

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.

Expenditure:

 

 

 

 

 

 

 

 

A.1

Comprehensive Social and Logistics Agreement

 

 

 

 

 

 

 

 

 

Social welfare and logistics services

1,740

2,003

2,320

 

Chinalco

 

 

 

A.2 & A.3

Mutual Supply Agreement and

 

 

 

 

 

 

 

 

 

    Mineral Supply Agreement

 

 

 

 

 

 

 

 

 

*    Provision of production supplies

 

 

 

 

 

 

 

 

 

         and ancillary services

1,000

1,500

2,000

 

Chinalco

 

 

 

 

*    Mineral Supply

445

643

890

 

Chinalco

 

 

 

A.4

Metallurgical Services Agreement

 

 

 

 

 

 

 

 

 

Engineering, construction and supervisory services

3,970

3,970

3,970

 

Chinalco

 

 

 

 

 

 

 

 

 

 

 

 

B.

Revenue:

 

 

 

 

 

 

 

 

B.1

Mutual Supply Agreement

 

 

 

 

 

 

 

 

 

Provision of production supplies

 

 

 

 

 

 

 

 

 

    and ancillary services to Chinalco

5,000

5,920

7,100

 

Chinalco

 

 

 

 

 

 

 

 

 

 

 

 

Reporting and Announcement required

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.

Expenditure:

 

 

 

 

 

 

 

 

A.5

Land Use Rights Leasing Agreement

 

 

 

 

 

 

 

 

 

Land use rights leasing

400

400

400

 

Chinalco

 

 

 

A.6 & A.8

Building Leasing Agreement

 

 

 

 

 

 

 

 

 

Building leasing

100

100

100

 

Chinalco

 

 

 

A.10

Huaze Contracting Agreement

 

 

 

 

 

 

 

 

 

Management and operations

800

800

800

 

Shanxi

 

 

 

 

    of electricity generators

 

 

 

 

Zhangze

 

 

 

 

 

 

 

 

 

 

 

 

B.

Revenue:

 

 

 

 

 

 

 

 

B.4

Aluminum Ingots and

 

 

 

 

 

 

 

 

 

    Alumina Supply Agreement

 

 

 

 

 

 

 

 

 

Aluminum ingots and alumina supply

450

450

450

 

Guangxi

 

 

 

 

 

 

 

 

 

Non-ferrous

 

 

 

 

 

 

 

 

 

Metal /

 

 

 

 

 

 

 

 

 

Guangxi

 

 

 

 

 

 

 

 

 

Baise

 

 

 

 

 

 

 

 

 

 

 

 

Exempt Continuing Connected Transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.

Expenditure:

 

 

 

 

 

 

 

 

A.7

Factory and Asset Leasing Agreement

 

 

 

 

 

 

 

 

 

Factory and asset leasing (Shanxi Carbon Factory)

 

 

 

 

 

 

 

 

A.9

Aluminum Ingots Agency Agreement

 

 

 

 

 

 

 

 

 

Aluminum Ingots Sales Agency

 

 

 

 

 

 

 

B.

Revenue:

 

 

 

 

 

 

 

 

B.2

Metallurgical Services Agreement

 

 

 

 

 

 

 

 

 

Engineering Design and other services

 

 

 

 

 

 

 

 

B.3

Building Leasing Agreement

 

 

 

 

 

 

 

 

 

Building Leasing by Chinalco

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note:

Items A.2 and A.3 are added together as the nature transactions are similar. Item B.5 does not appear in the table above as the party to such continuing connected transactions, Xinan Aluminum (Group) Limited, is no longer a connected person of the Company since 24 September 2005.

 

 

 

3.

THE EXEMPT AND NON EXEMPT CONTINUING CONNECTED TRANSACTIONS

 

 

 

The Company will seek the approval of the independent Shareholders for the non-exempt Continuing Connected Transactions under the following agreements referred to in Item Nos. A.1, A.2, A.3, A.4 (expenditure) and B.1 (revenue) above from the announcement and independent Shareholders' approval requirements of the Listing Rules:

 

 

 

*

Comprehensive Social and Logistics Agreement (expenditure) (Item A.1)

 

 

 

 

*

Mutual Supply Agreement (expenditure and revenue) (Items A.2 and B.1)

 

 

 

 

*

Mineral Supply Agreement (expenditure) (Item A.3)

 

 

 

 

*

Metallurgical Services Agreement (expenditure) (Item A.4)

 

 

 

 

The following non-exempt Continuing Connected Transactions and the New Continuing Connected Transactions referred to in Item Nos. A.5, A.6, A.8, A.10 (expenditure) and B.4 (revenue) above are only subject to the reporting and announcement requirements of the Listing Rules:

 

 

 

*

Land Use Rights Leasing Agreement (expenditure) (Item A.5)

 

 

 

 

*

Building Leasing Agreement and Head Office Leasing Agreement (expenditure) (Items A.6 and A.8)

 

 

 

 

*

Huaze Contracting Agreement (expenditure) (Item A.10)

 

 

 

 

*

Aluminum Ingots and Alumina Supply Agreement and Alumina Supply Agreement (revenue) (Item B.4)

 

 

 

 

The transactions under the following agreements are exempt connected transactions which are not subject to the reporting, announcement or shareholders' approval requirements under the Listing Rules as the annual value of each of such continuing connected transactions falls below the de minimus disclosure threshold set by the Listing Rules:

 

 

 

*

Factory and Asset Leasing Agreement (expenditure) (Item A.7)

 

 

 

 

*

Aluminum Ingots Agency Agreement (expenditure) (Item A.9)

 

 

 

 

*

Metallurgical Services Agreement (revenue) (Item B.2)

 

 

 

 

*

Building Leasing Agreement (revenue) (Item B.3)

 

 

 

4.

RENEWAL OF THE CONTINUING CONNECTED TRANSACTION AGREEMENTS

 

 

 

As set out in the table under paragraph 1.2 of the Announcement dated 9 November 2006, each of the following non-exempt Continuing Connected Transaction Agreement will expire on the following date:

 

 

 

 

 

Counter-party

Expiry Date

 

 

 

 

 

 

A.1

Comprehensive Social and Logistics Agreement

Chinalco

30 June 2007

 

A.2

Mutual Supply Agreement

Chinalco

30 June 2007

 

A.3

Mineral Supply Agreement

Chinalco

30 June 2007

 

A.4

Metallurgical Services Agreement

Chinalco

30 June 2007

 

A.5

Land Use Rights Leasing Agreement

Chinalco

30 June 2051

 

A.6

Building Leasing Agreement

Chinalco

30 June 2020

 

A.10

Huaze Contracting Agreement

Shanxi Zhangze

31 December 2009

 

B.4

Aluminum Ingots and Alumina Supply Agreement

Guangxi

31 December 2007

 

 

 

Nonferrous

 

 

 

 

Metal

 

 

 

Alumina Supply Agreement

Guangxi Baise

31 December 2009

 

 

 

 

 

 

In accordance with Rule 14A.41 of the Listing Rules, any renewal of the continuing connected transactions is subject to compliance in full with all applicable reporting, disclosure and independent shareholders' approval requirements. As all of the non-exempt Continuing Connected Transaction Agreements which are subject to the independent Shareholders' approval will all expire on 30 June 2007, this means that any renewal of such agreements after 30 June 2007 will be subject to approval by the independent Shareholders at the time for such renewal. To avoid the trouble of seeking independent Shareholders' approval again upon the expiry of each of such Non-exempt Continuing Connected Transaction Agreements, the Directors propose to, subject to independent Shareholders' approval, enter into an extension agreement for each of the non-exempt Continuing Connected Transactions, including those agreements which do not require independent Shareholders, so that all such agreements will commence on the same date, that is, 1 January 2007 and will expire together on 31 December 2009. Such arrangement will not apply to (1) the Land Use Right Leasing Agreement (Item A.5); (2) Building Leasing Agreement (Item A.6); (3) Huaze Contracting Agreement (Item A.10); and (4) Alumina Supply Agreement with Guangxi Baise (Item B.4).

 

 

5.

THE PROPOSED RESOLUTIONS

 

 

 

The Directors will propose the following resolutions to be put forward to the independent Shareholders for their consideration and approval at the Special General Meeting:

 

 

 

(1)

the continuation of the non-exempt Continuing Connected Transactions under Item Nos. A.1 (Comprehensive Social and Logistics Agreement), A.2 and B.1 (Mutual Supply Agreement), A.3 (Mineral Supply Agreement) and A.4 (Metallurgical Services Agreement) which require approval by the independent Shareholders under the Listing Rules and the proposed annual caps for the transactions in respect thereof for each of the three financial years ending 31 December 2009 be authorised and approved;

 

 

 

 

(2)

the entering into of the extension Agreement for each of the non-exempt Continuing Connected Transactions under Item Nos. A.1 (Comprehensive Social and Logistics Agreement), A.2 and B.1 (Mutual Supply Agreement), A.3 (Mineral Supply Agreement) and A.4 (Metallurgical Services Agreement); and

 

 

 

 

(3)

the board of the Company be authorized to do such further acts and things and to execute such further documents to implement such non-exempt Continuing Connected Transactions.

 

 

 

GENERAL

As at the date of this announcement, the members of the Board comprise Mr. Xiao Yaqing, Mr. Luo Jianchuan, Mr. Chen Jihua, Mr. Zhang Chengzhong (Executive Directors); Mr. Joseph C. Muscari, Mr. Shi Chungui (Non-executive Directors); Mr. Poon Yiu Kin, Samuel, Mr. Wang Dingzuo and Mr. Kang Yi (Independent Non-executive Directors).

 

 

By Order of the Board of Directors of
Aluminum Corporation of China Limited*
Liu Qiang
Company Secretary

 

 

11 December 2006

* For identification only

 

About the Company

Our contact information of this release is:

*

Business address: No. 62 North Xizhimen Street, Hai Dian District, Beijing, People's Republic of China 100088

*

Telephone number: (86-10) 8229 8103

*

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

*

Contact person: Liu Qiang, Company Secretary