Correspondence 0001104659-24-006008 from ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611) (ALMMF)
ALUMINUM CORP OF CHINA LTD (ALMMF) (CIK 0001161611)
Date: Jan. 23, 2024 · CIK: 0001161611 · Accession: 0001104659-24-006008
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-15264
Referenced dates: December 26, 2023, October 19, 2023
Letter
Via EDGAR Division of Corporation Finance United States Securities and Exchange Commission United States of America Re: Aluminum Corporation of China Limited Form 20-F for Fiscal Year Ended December 31, 2022 Comment Letter dated December 26, File No. 001-15264
Dear Mr. Dunham and Mr. Mew:
This letter is in response to the comment letter from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”), dated December 26, 2023, relating to our response dated November 17, 2023 to the comment letter from the Staff of the Commission dated October 19, 2023, in each case with respect to the Annual Report of Aluminum Corporation of China Limited (“the Company”) on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”), which was filed with the Commission on April 25, 2023. The Company expresses its appreciation to the Staff for taking the time to review the 2022 Form 20-F and our prior response, and for providing the helpful comments.
The Company has filed today, via EDGAR, this letter and the Amendment No. 1 to the 2022 Form 20-F (the “Amendment No. 1”) with the Commission. The Company has responded, to the extent relevant, to each of the Staff’s comments by incorporating revisions in the Amendment No.1 in light of the comment or providing supplemental information in this letter.
To facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s response immediately following each comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the 2022 Form 20-F. The page numbers in the responses shall refer to the page numbers appearing on the bottom of the 2022 Form 20-F.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-2-
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 139
1. We note your response to comment 1 indicates that a “Chinese governmental entity has a controlling financial interest in the Company and each such wholly-owned subsidiary,” as well as in all 14 of your partially-owned subsidiaries, either through you or other entities controlled by Chinese government entities. Please revise your annual report consistent with your response, quantifying the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities.
Response:
In response to the Staff’s comments, the Company has amended the disclosure under “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in Amendment No.1.
2. We note that you do not believe that any members of your board of directors or your supervisors, including those who are members or officials of the Communist Party Committees of Aluminum Corporation of China or Chinalco, are Chinese Communist Party officials. Please clarify the basis for this statement given that Article 33 of the Chinese Communist Party Constitution addresses the leading Party members groups or Party committees of state-owned enterprises, indicating they should play a leadership role and discuss and decide on major issues of their enterprise in accordance with regulations.
In your response, please address the following:
· Please explain to us in reasonable detail the roles and responsibilities of the Communist Party Committees of Aluminum Corporation of China and Chinalco, including how they participate in deciding the major issues of their enterprise and the extent to which this group approves and directs the major decisions and activities of their enterprise.
Response:
The Company respectfully advises the Staff that, pursuant to Article 30 of the Charter of the Chinese Communist Party (the “CCP Charter”), any enterprise in the PRC (including private companies) that has no less than three CCP members is required to establish a primary-level party organization (the “Primary-level Party Organization,” also commonly referred to as the committee of CCP), which is the elementary operating unit of the CCP. The Company and Chinalco, having more than three CCP members each, have accordingly set up such organizations in compliance with the CCP Charter.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-3-
With respect to the roles and responsibilities of Primary-level Party Organizations, as outlined in Article 33 of the CCP Charter, they carry leadership responsibilities in state-owned enterprises. These include overseeing the implementation of CCP and PRC policies and guidelines, supporting the shareholders’ meeting, board of directors, board of supervisors, and management in their duties, and deliberating on major enterprise issues. However, the Company clarifies that these organizations in both the Company and Chinalco, while obligated to fulfill their leadership roles, do not supersede or replace the functions of the shareholders’ meeting, board of directors, or board of supervisors. They provide high-level guidance on significant matters, complementing the corporate governance bodies without conflict.
Furthermore, the Company has a statutory corporate governance structure in accordance with the Company Law of the PRC (the “Company Law”). This structure, including the board of directors (the “Board of Directors”), supervisory committee (the “Supervisory Committee”), and senior management (collectively, the “Corporate Governance Bodies”), operates independently of the Company’s Primary-level Party Organization. As detailed in Article 104 of the Company’s Articles of Association (revised in Item 16I of Amendment No. 1 and as addressed in our response dated September 11, 2023, to Question 6 of the Commission’s previous comment letter), the role of the Company’s Primary-level Party Organization is assessing, discussing, and advising on major issues before their submission to the appropriate Corporate Governance Bodies for decision-making or implementation. These issues predominantly include overseeing CCP policy implementation, discussing significant operational and management matters, and advising on the management candidates nominated by the nomination committee established under the Company’s Board of Directors. Accordingly, the Company respectfully advises the Staff that, the Company’s Primary-level Party Organization is not the ultimate decision-making body of the Company, and the decision-making authority rests with the Company’s Board of Directors, which is subject to the supervision of the Supervisory Committee and all the Company’s shareholders according to Chapter 11 of its Articles of Association.
Additionally, the Company advises that, according to the Company’s Articles of Association, Chinalco, as the Company’s controlling shareholder, is entitled to nominate the candidates for the Company’s directors and shareholder representative supervisors based on the recommendation of Chinalco’s Primary-level Party Organization, whereas the Company’s Primary-level Party Organization has the right to recommend candidates for management nominated by the Company’s nomination committee. It is important to note, however, that all the Company’s directors and supervisors have been lawfully elected and approved by shareholder polls at the Company’s general meetings, and are obliged to fulfill their respective responsibilities in compliance with the Company Law, the Hong Kong Listing Rules, the Company’s Articles of Association, and other applicable rules and regulations. Furthermore, since the Company and Chinalco are legally distinct entities with independent corporate governance structures, Chinalco’s Primary-level Party Organization cannot directly influence the Company’s major decisions or activities.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-4-
· Please provide us with a detailed explanation of the roles and responsibilities of each of your directors or supervisors who is also an official or member of the Communist Party Committees of Aluminum Corporation of China or Chinalco on Chalco’s operations and major decisions.
Response:
The Company respectfully advises the Staff that it has established and effectively operates Corporate Governance Bodies in accordance with the Company Law, the Hong Kong Listing Rules, as well as other applicable rules and regulations. The following is a table detailing the primary roles and responsibilities of the Company’s directors and supervisors who are members of the CCP, including their respective positions in the Primary-level Party Organizations of either the Company, Chinalco, or both, where applicable. Unless otherwise specified, the following information is as of the date of the 2022 Form 20-F.
No. Name Positions with the
Company Responsibilities as a director
or supervisor Whether a
member of the
Company’s
Primary-level
Party Organization? Responsibilities as
a member of the
Company’s
Primary-level
Party Organization Whether a
member of the
Chinalco’s
Primary-level
Party Organization?
Directors
1. Liu Jianping(1) o Former executive director
o Former chairman of the Board
o Former chairman of nomination committee
o Former chairman of development and planning committee
o Lead and supervise the overall operation and performance of duties of the Board of Directors;
o Lead the discussions and studies concerning the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Lead the review and assessment of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns
Yes;
secretary
o Lead the overall supervision on the implementation of the CCP policies;
o Organize discussions and research on the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee
Yes;
deputy secretary
2. Dong Jianxiong(2) o Executive director
o Chairman of the Board of Directors
o Chairman of development and planning committee
o Member of nomination committee
o Lead and supervise the overall operation and performance of duties of the Board of Directors;
o Lead the review and assessment of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns; and
o Discuss and study the structure and composition of the Board of Directors, and make suggestions to the Board of Directors
No Not applicable Yes;
member
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-5-
No. Name Positions with the
Company Responsibilities as a director
or supervisor Whether a
member of the
Company’s
Primary-level
Party Organization? Responsibilities as
a member of the
Company’s
Primary-level
Party Organization Whether a
member of the
Chinalco’s
Primary-level
Party Organization?
3. Zhu Runzhou o Executive director
o President
o Chairman of occupational health and safety and environment committee
o Member of nomination committee
o Member of development and planning committee
o Lead the Company’s operation and management during the ordinary course of business;
o Lead the annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of Directors;
o Discuss and study the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Review and assess the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns
Yes;
deputy secretary
o Assist the secretary of the Company’s Primary-level Party Organization in the management of CCP members and foreign affairs
o Discuss and research the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee
No
4. Ou Xiaowu o Executive director
o Member of occupational health and safety and environment committee
o Lead the management of the news and publicity work, public relations, corporate culture construction, and other issues concerning social responsibilities; and
o Discuss annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of Directors
Yes;
deputy secretary and secretary of the Discipline Inspection Committee
o Lead the discipline inspection works and supervise the adherence to CCP policies and guidance
o Discuss and research the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee
No
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-6-
No. Name Positions with the
Company Responsibilities as a director
or supervisor Whether a
member of the
Company’s
Primary-level
Party Organization? Responsibilities as
a member of the
Company’s
Primary-level
Party Organization Whether a
member of the
Chinalco’s
Primary-level
Party Organization?
5. Jiang Tao o Executive director
o Vice president
o Member of occupational health and safety and environment committee
o Lead the operation and management of the sales, marketing and safety production; and
o Discuss annual planning and oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of
Show Raw Text
CORRESP
1
filename1.htm
Aluminum
Corporation of China Limited
January 23, 2024
Via EDGAR
Mr. Christopher Dunham and Mr. Andrew Mew
Disclosure Review Program
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
United States of America
Re:
Aluminum Corporation of
China Limited
Form 20-F for Fiscal
Year Ended December 31, 2022
Comment Letter dated December 26,
2023
File No. 001-15264
Dear Mr. Dunham and Mr. Mew:
This letter is in response to the comment letter
from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission
(the “Commission”), dated December 26, 2023, relating to our response dated November 17, 2023 to the comment letter
from the Staff of the Commission dated October 19, 2023, in each case with respect to the Annual Report of Aluminum Corporation
of China Limited (“the Company”) on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Form 20-F”),
which was filed with the Commission on April 25, 2023. The Company expresses its appreciation to the Staff for taking the time to
review the 2022 Form 20-F and our prior response, and for providing the helpful comments.
The Company has filed today, via EDGAR, this letter
and the Amendment No. 1 to the 2022 Form 20-F (the “Amendment No. 1”) with the Commission. The Company has
responded, to the extent relevant, to each of the Staff’s comments by incorporating revisions in the Amendment No.1 in light of
the comment or providing supplemental information in this letter.
To facilitate the Staff’s review, we have
included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s
response immediately following each comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
terms in the 2022 Form 20-F. The page numbers in the responses shall refer to the page numbers appearing on the bottom
of the 2022 Form 20-F.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-2-
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 139
1. We note your response to comment 1 indicates that a “Chinese
governmental entity has a controlling financial interest in the Company and each such wholly-owned
subsidiary,” as well as in all 14 of your partially-owned subsidiaries, either through
you or other entities controlled by Chinese government entities. Please revise your annual
report consistent with your response, quantifying the percentage of your shares or the shares
of your consolidated operating entities owned by governmental entities in each foreign jurisdiction
in which you have consolidated operating entities.
Response:
In response to the Staff’s comments, the Company has
amended the disclosure under “Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in Amendment
No.1.
2. We note that you do not believe that any members of your board
of directors or your supervisors, including those who are members or officials of the Communist
Party Committees of Aluminum Corporation of China or Chinalco, are Chinese Communist Party
officials. Please clarify the basis for this statement given that Article 33 of the
Chinese Communist Party Constitution addresses the leading Party members groups or Party
committees of state-owned enterprises, indicating they should play a leadership role and
discuss and decide on major issues of their enterprise in accordance with regulations.
In your response, please address the following:
· Please explain to
us in reasonable detail the roles and responsibilities of the Communist Party Committees
of Aluminum Corporation of China and Chinalco, including how they participate in deciding
the major issues of their enterprise and the extent to which this group approves and directs
the major decisions and activities of their enterprise.
Response:
The Company respectfully advises the Staff that, pursuant
to Article 30 of the Charter of the Chinese Communist Party (the “CCP Charter”), any enterprise in the PRC (including
private companies) that has no less than three CCP members is required to establish a primary-level party organization (the “Primary-level
Party Organization,” also commonly referred to as the committee of CCP), which is the elementary operating unit of the CCP. The
Company and Chinalco, having more than three CCP members each, have accordingly set up such organizations in compliance with the CCP
Charter.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-3-
With respect to the roles and responsibilities of Primary-level
Party Organizations, as outlined in Article 33 of the CCP Charter, they carry leadership responsibilities in state-owned enterprises.
These include overseeing the implementation of CCP and PRC policies and guidelines, supporting the shareholders’ meeting, board
of directors, board of supervisors, and management in their duties, and deliberating on major enterprise issues. However, the Company
clarifies that these organizations in both the Company and Chinalco, while obligated to fulfill their leadership roles, do not supersede
or replace the functions of the shareholders’ meeting, board of directors, or board of supervisors. They provide high-level guidance
on significant matters, complementing the corporate governance bodies without conflict.
Furthermore,
the Company has a statutory corporate governance structure in accordance with the Company Law of the PRC (the “Company Law”).
This structure, including the board of directors (the “Board of Directors”), supervisory committee (the “Supervisory
Committee”), and senior management (collectively, the “Corporate Governance Bodies”), operates independently of the
Company’s Primary-level Party Organization. As detailed in Article 104 of the Company’s Articles of Association (revised
in Item 16I of Amendment No. 1 and as addressed in our response dated September 11, 2023, to Question 6 of the Commission’s
previous comment letter), the role of the Company’s Primary-level Party Organization is assessing, discussing, and advising on
major issues before their submission to the appropriate Corporate Governance Bodies for decision-making or implementation. These issues
predominantly include overseeing CCP policy implementation, discussing significant operational and management matters, and advising
on the management candidates nominated by the nomination committee established under the Company’s Board of Directors. Accordingly,
the Company respectfully advises the Staff that, the Company’s Primary-level Party Organization is not the ultimate decision-making
body of the Company, and the decision-making authority rests with the Company’s Board of Directors, which is subject to the supervision
of the Supervisory Committee and all the Company’s shareholders according to Chapter 11 of its Articles of Association.
Additionally,
the Company advises that, according to the Company’s Articles of Association, Chinalco, as the Company’s controlling
shareholder, is entitled to nominate the candidates for the Company’s directors and shareholder representative supervisors based
on the recommendation of Chinalco’s Primary-level Party Organization, whereas the Company’s Primary-level Party Organization
has the right to recommend candidates for management nominated by the Company’s nomination committee. It is important to note,
however, that all the Company’s directors and supervisors have been lawfully elected and approved by shareholder polls at the Company’s
general meetings, and are obliged to fulfill their respective responsibilities in compliance with the Company Law, the Hong Kong Listing
Rules, the Company’s Articles of Association, and other applicable rules and regulations. Furthermore, since the Company and
Chinalco are legally distinct entities with independent corporate governance structures, Chinalco’s Primary-level Party Organization
cannot directly influence the Company’s major decisions or activities.
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-4-
· Please provide us
with a detailed explanation of the roles and responsibilities of each of your directors or
supervisors who is also an official or member of the Communist Party Committees of Aluminum
Corporation of China or Chinalco on Chalco’s operations and major decisions.
Response:
The
Company respectfully advises the Staff that it has established and effectively operates Corporate Governance Bodies in accordance with
the Company Law, the Hong Kong Listing Rules, as well as other applicable rules and regulations. The following is a table detailing
the primary roles and responsibilities of the Company’s directors and supervisors who are members of the CCP, including their respective
positions in the Primary-level Party Organizations of either the Company, Chinalco, or both, where applicable. Unless otherwise specified,
the following information is as of the date of the 2022 Form 20-F.
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
Directors
1.
Liu
Jianping(1)
o Former executive director
o Former chairman of the Board
o Former chairman of nomination
committee
o Former chairman of development
and planning committee
o Lead and supervise the overall
operation and performance of duties of the Board of Directors;
o Lead the discussions and studies
concerning the structure and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Lead the review and assessment
of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns
Yes;
secretary
o Lead the overall supervision
on the implementation of the CCP policies;
o Organize discussions and research
on the Company’s major issues and make recommendations to the Board of Directors and Supervisory Committee
Yes;
deputy secretary
2.
Dong
Jianxiong(2)
o Executive director
o Chairman of the Board of Directors
o Chairman of development and planning
committee
o Member of nomination committee
o Lead and supervise the overall
operation and performance of duties of the Board of Directors;
o Lead the review and assessment
of the Company’s strategic plans for long-term development, fiscal budgeting, investment, business operations and investments
returns; and
o Discuss and study the structure
and composition of the Board of Directors, and make suggestions to the Board of Directors
No
Not
applicable
Yes;
member
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-5-
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
3.
Zhu
Runzhou
o Executive director
o President
o Chairman of occupational health
and safety and environment committee
o Member of nomination committee
o Member of development and planning
committee
o Lead the Company’s operation
and management during the ordinary course of business;
o Lead the annual planning and
oversee the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the
Board of Directors;
o Discuss and study the structure
and composition of the Board of Directors, and make suggestions to the Board of Directors; and
o Review and assess the Company’s
strategic plans for long-term development, fiscal budgeting, investment, business operations and investments returns
Yes;
deputy secretary
o Assist the secretary of the Company’s
Primary-level Party Organization in the management of CCP members and foreign affairs
o Discuss and research the Company’s
major issues and make recommendations to the Board of Directors and Supervisory Committee
No
4.
Ou
Xiaowu
o Executive director
o Member of occupational health
and safety and environment committee
o Lead the management of the news
and publicity work, public relations, corporate culture construction, and other issues concerning social responsibilities; and
o Discuss annual planning and oversee
the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of
Directors
Yes;
deputy secretary and secretary of the Discipline Inspection Committee
o Lead the discipline inspection
works and supervise the adherence to CCP policies and guidance
o Discuss and research the Company’s
major issues and make recommendations to the Board of Directors and Supervisory Committee
No
United States Securities and Exchange Commission
Division of Corporation Finance
Disclosure Review Program
Mr. Christopher Dunham and Mr. Andrew Mew
-6-
No.
Name
Positions
with the
Company
Responsibilities
as a director
or supervisor
Whether
a
member of the
Company’s
Primary-level
Party Organization?
Responsibilities
as
a member of the
Company’s
Primary-level
Party Organization
Whether
a
member of the
Chinalco’s
Primary-level
Party Organization?
5.
Jiang
Tao
o Executive director
o Vice president
o Member of occupational health
and safety and environment committee
o Lead the operation and management
of the sales, marketing and safety production; and
o Discuss annual planning and oversee
the implementation of such planning on health, environmental protection and safety, and make relevant suggestions to the Board of