ANNUAL REPORT 2020 Annual Report 2020 1 IMPORTANT NOTES I. The Board of Directors, Board of Supervisors, Directors, Supervisors and senior management of the Company guarantee that the contents of the Annual Report are truthful, accurate and complete, free from any false statement, misleading representation or major omission, and are legally liable therefor on a several and joint basis. II. Absent Directors Position of the Name of the Reason for the absent Director absent Director absence of the Director Name of the proxy Non-executive LI Yihua Other business endeavor ZHANG Jian Director III. WUYIGE Certified Public Accountants LLP issued a standard Auditor’s Report without qualified opinion for the Company. IV. WU Jianqiang, the Company’s principal, ZHANG Jian, the accounting principal, and ZHANG Xiuyin, the accounting function’s principal (the person in charge of the accounting function) undertake that: the financial report in this Annual Report is truthful, accurate and complete. V. As audited by WUYIGE Certified Public Accountants LLP, the 2020 consolidated financial statements of the Company show that net profit attributable to shareholders of the listed company was RMB- 1,976,138,436.83. As of 31 December 2020, undistributed profit of the parent company was RMB65,879,116.76. In order to ensure the continuous and stable operation of the Company and after taking into account of the operating plans and capital needs of the Company in 2021, the proposal for profit distribution in 2020 is that there will be no cash dividend distribution, nor will the capital reserves be capitalized or other forms of distribution. VI. Forward-looking Risk Statements ✓ Applicable □Not applicable This Report contains some predictive statements based on subjective assumptions and judgments about future policies and economic trends. Subject to many variable factors, actual results or trends may deviate from these predictive statements. Forward-looking statements such as future plans mentioned in this Report do not constitute the Company’s substantive undertakings to investors. Investors should be aware of investment risks. 2 China Aluminum International Engineering Corporation Limited IMPORTANT NOTES VII. Any Funds Occupied by the Controlling Shareholder or its Related Parties for Non-operating Purpose None VIII. Any Guarantee Provided for Any Third Party in Violation of Required Decision Procedures None IX. Whether more than half of the Directors could not guarantee the authenticity, accuracy and completeness of the annual report disclosed by the Company No X. Material Risk Disclosure The Company mainly faces personnel health risk (COVID-19 risk), cash flow risk, business structure and transformation risk, overseas operation risk and PPP business risk. For details, please refer to “III. Discussion and Analysis of Future Development of the Company – (IV) Potential Risks” under “Section 5 Operating Results Discussion and Analysis” of this Report. Investor attention is drawn thereto. XI. Others ✓ Applicable □Not applicable For the purpose of this Report, all amounts are expressed in RMB unless otherwise specified. CONTENTS Section 1 Definitions . 4 Section 2 Company Profile and Key Financial Indicators . 6 Section 3 Chairman’s Statement. 15 Section 4 Business Review (Directors’ Report) . 17 Section 5 Operating Results Discussion and Analysis . 39 Section 6 Key Matters. 75 Section 7 Changes in Ordinary Shares and Shareholders . 110 Section 8 Particulars of Preferred Shares . 122 Section 9 Particulars of Directors, Supervisors, Senior Management and Employees . 123 Section 10 Corporate Governance (Corporate Governance Report) . 144 Section 11 Information on Corporate Bonds . 171 Section 12 Financial Report. 176 Section 13 Five-year Result Summary . 412 4 China Aluminum International Engineering Corporation Limited SECTION 1 DEFINITIONS I. DEFINITIONS For the purpose of this report, unless the context otherwise requires, the following terms have the following meanings: Definition of Common Terms “the Company”, “Company”, China Aluminum International Engineering Corporation Limited (中鋁國際 “Chalieco” 工程股份有限公司) “Group” the Company and its subsidiaries “Chinalco” Aluminum Corporation of China (中國鋁業集團有限公司), our controlling shareholder “Luoyang Institute Luoyang Engineering & Research Institute for Nonferrous Metals Processing (洛陽有色金屬加工設計研究院有限公司), one of our promoters and shareholders “State Council” the State Council of the People’s Republic of China “MIIT” the Ministry of Industry and Information Technology of the PRC “Ministry of Finance” the Ministry of Finance of the PRC “SASAC” the State-owned Assets Supervision and Administration Commission of the State Council “CSRC” the China Securities Regulatory Commission “SSE” the Shanghai Stock Exchange “Stock Exchange” the Stock Exchange of Hong Kong Limited “SSE Listing Rules” the Rules Governing the Listing of Stocks on SSE “Listing Rules of the Stock the Rules Governing the Listing of Securities on the Stock Exchange Exchange” “IFRS(s)” the International Accounting Standards and their interpretation “Board” the board of directors of the Company “Board of Supervisors” the board of supervisors of the Company “Audit Committee” the audit committee of the Board “Remuneration Committee” the remuneration committee of the Board “Risk Management Committee” the risk management committee of the Board “Strategy Committee” the strategy committee of the Board “Nomination Committee” the nomination committee of the Board “Chalco” Aluminum Corporation of China Limited (中國鋁業股份有限公司), listed on New York Stock Exchange (stock code: ACH), SSE (stock code: 601600) and the Stock Exchange (stock code: 2600) and a subsidiary of Chinalco “Chinalco Finance” Chinalco Finance Company Limited (中鋁財務有限責任公司) “SAMI” Shenyang Aluminum & Magnesium Engineering & Research Institute Co., Ltd. (瀋陽鋁鎂設計研究院有限公司), a wholly-owned subsidiary of the Company “GAMI” Guiyang Aluminum & Magnesium Design Institute Co., Ltd. (貴陽鋁鎂設 計研究院有限公司), a wholly owned subsidiary of the Company Annual Report 2020 5 SECTION 1 DEFINITIONS “CINF” Changsha Engineering & Research Institute Limited for Nonferrous Metallurgy (長沙有色冶金設計研究院有限公司), a wholly-owned subsidiary of the Company “CNPT” China Nonferrous Metals Processing Technology Co., Ltd. (中色科技股 份有限公司), a subsidiary owned as to 73.5% by the Company “Changkan Institute” China Nonferrous Metals Changsha Investigation and Design Research Institute Co., Ltd. (中國有色金屬長沙勘察設計研究院有限公司), a wholly-owned subsidiary of our Company “Kunming Survey and Kunming Survey and Design Institute Co., Ltd. of China Nonferrous Design Institute” Metals Industry (中國有色金屬昆明勘察設計研究院有限公司), a wholly- owned subsidiary of the Company “Sixth Metallurgical Company” Sixth Metallurgical Construction Company of China Nonferrous Metals Industry (中國有色金屬工業第六冶金建設有限公司), a wholly-owned subsidiary of the Company “Chinalco Southwest Construction” Chinalco Southwest Construction Investment Co., Ltd. (中鋁西南建設投 資有限公司) “Ninth Metallurgical Company” Ninth Metallurgical Construction Co., Ltd., a subsidiary as to 62.5% owned by the Company “Twelfth Metallurgical Company” China Nonferrous Metals Industry’s 12th Metallurgical Construction Co., Ltd. (中色十二冶金建設有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of the Company “Shandong Engineering” Chalco Shandong Engineering Technology Co., Ltd. (中鋁山東工程技術 有限公司), a subsidiary as to 60% owned by the Company “China Aluminum China Aluminum International Engineering Equipment Co., Ltd. (中鋁國 Equipment” 際工程設備有限公司), a wholly-owned subsidiary of the Company “China Aluminum Technology” China Aluminum International Technology Development Co., Ltd. (中鋁 國際技術發展有限公司), a wholly-owned subsidiary of the Company “Miyu Company” Yunnan Miyu Expressway Investment and Development Co., Ltd. (雲南 彌玉高速公路投資開發有限公司) “Chinalco Commercial” Chinalco Commercial Factoring (Tianjin) Co., Ltd. (中鋁商業保理（天津） 有限公司) “Chinalco Finance Lease” Chinalco Finance Lease Co., Ltd. (中鋁融資租賃有限公司) “Renminbi” or “RMB” the lawful currency of the PRC “HK$” the lawful currency of Hong Kong 6 China Aluminum International Engineering Corporation Limited SECTION 2 COMPANY PROFILE AND KEY FINANCIAL INDICATORS I. CORPORATE INFORMATION Chinese Name of the Company 中鋁國際工程股份有限公司 Abbreviation of Chinese Name of 中鋁國際 the Company English Name of the Company China Aluminum International Engineering Corporation Limited Abbreviation of English Name of CHALIECO the Company Legal Representative of the Company WU Jianqiang II. CONTACTS AND CONTACT INFORMATION Representative for Secretary to the Board Securities Affairs Name ZHANG Jian LI Gang Contact address Building C, No. 99 Xingshikou Road, Building C, No. 99 Xingshikou Road, Haidian District, Beijing Haidian District, Beijing Tel 010-82406806 010-82406806 Fax 010-82406666 010-82406666 E-mail [email protected] [email protected] III. BASIC INFORMATION Registered address of the Company Building C, No. 99 Xingshikou Road, Haidian District, Beijing Postal code for registered address of the 100093 Company Domestic office of the Company Building C, No. 99 Xingshikou Road, Haidian District, Beijing Postal code for domestic office of the 100093 Company Hong Kong Office of the Company Room 4501, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong Website of the Company http://www.chalieco.com.cn E-mail [email protected] Annual Report 2020 7 SECTION 2 COMPANY PROFILE AND KEY FINANCIAL INDICATORS IV. INFORMATION DISCLOSURE AND PLACE AT WHICH THE REPORT IS AVAILABLE The Company’s