1934 ACT FILE NO. 001-15264

               Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

               Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(1): __________

               Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(7): __________

               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.

               If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    

                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.

Date  April 1, 2013             

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.

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

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

(Stock Code: 2600)

The board of directors of Aluminum Corporation of China Limited* (the "Company") is pleased to announce the audited results of the Company and its subsidiaries (the "Group") for the year ended 31 December 2012. This announcement, containing the main text of the 2012 annual report of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to information to accompany preliminary announcements of annual results. The 2012 annual report of the Company and its printed version will be published and delivered to the H shareholders of the Company and available for view on the websites of the Hong Kong Stock Exchange at http://www.hkex.com.hk and of the Company at http://www.chalco.com.cn on or before 30 April 2013.

CONTENT

2

Corporate Profile

6

Corporate Information

9

Financial Summary

15

Directors, Supervisors, Senior Management and Staff

28

Particulars and Changes of Shareholding Structure, and Details of Substantial Shareholders

35

Chairman's Statement

42

Management's Discussion and Analysis of Financial Position and Results of Operations

54

Directors' Report

61

Report of the Supervisory Committee

67

Report on Corporate Governance and Internal Control

91

Significant Events

97

Connected Transactions

116

Independent Auditor's Report

118

Statements of Financial Position

122

Consolidated Statement of Comprehensive Income

124

Consolidated Statement of Changes in Equity

126

Consolidated Statement of Cash Flows

128

Notes to Financial Statements

Corporate Profile

Aluminum Corporation of China Limited ("Chalco" or the "Company") is a joint stock limited company established in the People's Republic of China (the "PRC"); its shares are listed on the New York Stock Exchange, The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and the Shanghai Stock Exchange, respectively.

The Company and its subsidiaries (collectively referred to as the "Group") are principally engaged in mining of bauxite; the production and sales of alumina, primary aluminum and aluminum fabrication products; operating of coal and iron ore businesses as well as trading of other non-ferrous metal products and coal products.

The Group is the largest producer of alumina, primary aluminum and aluminum fabrication products in the PRC.

The competitiveness of the Group is mainly reflected in:

*

its leading strategic position in the alumina, primary aluminum and aluminum fabrication markets in the PRC;

*

its ownership of adequate and stable supply of bauxite resources as well as refining technology;

*

its comprehensive industry chain with better resistance to market risks; and

*

its active promotion on strategic transformation to step up profitability and operation risk aversion capability.

The Group is principally comprised of the following branches, subsidiaries and a jointly controlled entity:

Branches:

*

Shandong branch (mainly engaged in producing alumina/primary aluminum products);

*

Henan branch (mainly engaged in producing alumina/primary aluminum products);

*

Guizhou branch (mainly engaged in producing alumina/primary aluminum products);

*

Shanxi branch (mainly engaged in producing alumina products);

*

Guangxi branch (mainly engaged in producing alumina/primary aluminum products);

*

Zhongzhou branch (mainly engaged in producing alumina products);

*

Qinghai branch (mainly engaged in producing primary aluminum products);

*

Lanzhou branch (mainly engaged in producing primary aluminum products);

*

Liancheng branch (mainly engaged in producing primary aluminum products);

*

Chongqing branch (mainly engaged in producing alumina products);

*

Northwest Aluminum Fabrication branch (mainly engaged in producing aluminum fabricated products);

*

Zhengzhou Research Institute (mainly engaged in providing research and development services).

Subsidiaries:

*

Shanxi Huaze Aluminum & Power Co., Ltd. ("Shanxi Huaze") (mainly engaged in producing primary aluminum products);

*

Shanxi Huasheng Aluminum Co., Ltd. ("Shanxi Huasheng") (mainly engaged in producing primary aluminum products);

*

Fushun Aluminum Co., Ltd. ("Fushun Aluminum") (mainly engaged in producing primary aluminum products);

*

Zunyi Aluminum Co., Ltd. ("Zunyi Aluminum") (mainly engaged in producing primary aluminum products);

*

Shandong Huayu Aluminum and Power Co., Ltd. ("Shandong Huayu") (mainly engaged in producing primary aluminum products);

*

Gansu Hualu Aluminum Co., Ltd. ("Gansu Hualu") (mainly engaged in producing primary aluminum products);

*

Baotou Aluminum Co., Ltd. ("Baotou Aluminum") (mainly engaged in producing primary aluminum products);

*

Jiaozuo Wanfang Aluminum Manufacturing Co., Ltd. ("Jiaozuo Wanfang") (mainly engaged in producing primary aluminum products);

*

Chalco Southwest Aluminum Cold Rolling Co., Ltd. ("Chalco Southwest Aluminum Cold Rolling") (mainly engaged in producing aluminum fabricated products);

*

Chalco Ruimin Co., Ltd. ("Chalco Ruimin") (mainly engaged in producing aluminum fabricated products);

*

Chalco Henan Aluminum Co., Ltd. ("Henan Aluminum") (mainly engaged in producing aluminum fabricated products);

*

Huaxi Aluminum Company Limited ("Huaxi Aluminum") (mainly engaged in producing aluminum fabricated products);

*

Chalco Southwest Aluminum Co., Ltd. ("Chalco Southwest Aluminum") (mainly engaged in producing aluminum fabricated products);

*

Chalco Mining Co., Ltd. ("Chalco Mining") (mainly engaged in mining bauxite);

*

Chalco Zhongzhou Mining Co., Ltd. ("Zhongzhou Mining") (mainly engaged in mining bauxite);

*

China Aluminum International Trading Co., Ltd. ("CIT") (mainly engaged in the trading of non-ferrous metal products and coal products);

*

Chalco Hong Kong Ltd. ("Chalco Hong Kong") (mainly engaged in developing overseas projects);

*

Chalco Zunyi Alumina Co., Ltd. ("Zunyi Alumina") (mainly engaged in producing alumina products);

*

Shanxi Huaxing Alumina Co., Ltd. ("Shanxi Huaxing") (mainly engaged in producing alumina);

*

Gansu Huayang Mining Development Co., Ltd. ("Huayang Mining") (mainly engaged in mining coal);

*

Chalco Iron Ore Holding Ltd. ("Chalco Iron") (mainly engaged in overseas investment); and

*

Chalco Energy Co., Ltd. ("Chalco Energy") (mainly engaged in energy development).

Jointly controlled entity:

*

Guangxi Huayin Aluminum Company Limited ("Guangxi Huayin") (mainly engaged in producing alumina products) in which the Company holds 33% equity interest.

Corporate Information

1.

Registered name

Abbreviation of Chinese name

Name in English

ALUMINUM CORPORATION OF CHINA LIMITED

Abbreviation of English name

CHALCO

2.

First registration date

September 10, 2001

Registered address

No. 62 North Xizhimen Street,

Haidian District, Beijing,

the PRC

(Postal code: 100082)

Place of business

No. 62 North Xizhimen Street,

Haidian District, Beijing,

the PRC

(Postal Code: 100082)

Principal place of business

Unit 3103, 31/F, Office Tower, Convention Plaza,

   in Hong Kong

1 Harbour Road, Wanchai, Hong Kong

Internet website

http://www.chalco.com.cn

Corporate e-mail

IR_FAQ@chalco.com.cn

3.

Legal representative

Xiong Weiping

Company (Board) secretary

Liu Qiang

Telephone

+86(10) 8229 8103

Fax

+86(10) 8229 8158

E-mail

IR_FAQ@chalco.com.cn

Address

No. 62 North Xizhimen Street,

Haidian District, Beijing,

the PRC

(Postal Code: 100082)

Representative for the Company's

Shen Hui

   securities related affairs

Telephone

+86(10) 8229 8560

Fax

+86(10) 8229 8158

E-mail

IR_FAQ@chalco.com.cn

Address

No. 62 North Xizhimen Street,

Haidian District, Beijing,

the PRC

(Postal Code: 100082)

Department for corporate

Secretarial Office to the Board

   information and inquiry

Telephone for corporate

+86(10) 8229 8560/8157/8456/8468

   information and inquiry

4.

Share registrar and transfer office

H shares:

Hong Kong Registrars Limited

17M Floor, Hopewell Centre,

183 Queen's Road East,

Wanchai, Hong Kong

A shares:

China Securities Depository and

Clearing Corporation Limited, Shanghai Branch

3/F, China Insurance Building,

No. 166, Lujiazui Road (East),

Shanghai, the PRC

American Depositary Receipt:

The Bank of New York Corporate Trust Office

101 Barclay Street,

New York 10286, USA

5.

Places of listing

The Stock Exchange of Hong Kong Limited

Shanghai Stock Exchange

New York Stock Exchange, Inc

Stock name

CHALCO

Stock codes

2600 (HK)

601600 (China)

ACH (US)

6.

Principal bankers

China Construction Bank

Industrial and Commercial Bank of China

China Development Bank

7.

Registration number of license of

100000000035734

   enterprise legal person

Tax registration number

110108710928831

Institutional organization number

71092883-1

8.

Independent auditors

Ernst & Young

Certified Public Accountants

22/F, CITIC Tower, 1 Tim Mei Avenue,

Central, Hong Kong

Ernst &Young Hua Ming LLP

16/F, Ernst & Young Tower,

Oriental Plaza,

1 East Chang'an Avenue, Dongcheng District,

Beijing, the PRC

(Postal code:100738)

9.

Legal advisers

as to Hong Kong law and United States law:

Baker & McKenzie

23/F One Pacific Place,

88 Queensway,

Hong Kong

as to PRC law:

Jincheng Tongda & Neal Law Firm

10/F, China World Trade Tower 3,

No. 1 Jianguomenwai Avenue, Chaoyang District,

Beijing, the PRC

10.

Corporate information database

Secretarial Office to the Board

Financial Summary

1.

Financial summary prepared in accordance with International Financial Reporting Standards

For the year ended December 31, 2012, revenue of the Group amounted to RMB149.479 billion, representing a year-on-year increase of 2.47%; loss for the year attributable to owners of the parent was RMB8.234 billion, while loss per share for the year attributable to owners of the parent was RMB0.61.

For the years ended December 31,

2012

2011

2010

2009

2008

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Revenue

149,478,821

145,874,433

120,994,847

70,268,005

76,728,147

Cost of sales

(149,802,658)

(138,111,367)

(113,349,941)

(69,079,446)

(70,960,668)

Gross (loss)/profit

(323,837)

7,763,066

7,644,906

1,188,559

5,767,479

Selling and distribution expenses

(1,967,922)

(1,622,788)

(1,573,301)

(1,264,920)

(1,562,841)

General and administrative expenses

(2,992,968)

(2,779,429)

(2,623,740)

(2,956,506)

(2,507,011)

Research and development expenses

(198,946)

(218,026)

(164,235)

(177,756)

(177,507)

Impairment loss on property,

   plant and equipment

(19,903)

(279,750)

(701,781)

(623,791)

(1,334)

Other income

744,490

185,501

328,853

151,142

100,781

Other (losses)/gains, net

(25,484)

538,033

491,024

403,836

212,840

Operating (loss)/profit

(4,784,570)

3,586,607

3,401,726

(3,279,436)

1,832,407

Finance costs, net

(4,599,380)

(3,293,574)

(2,495,184)

(2,137,825)

(1,709,667)

For the years ended December 31,

2012

2011

2010

2009

2008

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Operating (loss)/profit

   after finance costs, net

(9,383,950)

293,033

906,542

(5,417,261)

122,740

Share of profits and losses of:

   Jointly controlled entities

37,040

122,262

233,784

(50,392)

1,672

   Associates

254,848

402,701

240,028

77,056

10,045

(Loss)/profit before income tax

(9,092,062)

817,996

1,380,354

(5,390,597)

134,457

Income tax benefit/(expense)

448,479

(127,492)

(411,216)

711,003

34,172

(Loss)/profit for the year

(8,643,583)

690,504

969,138

(4,679,594)

168,629

Attributable to:

   Owners of the parent

(8,233,754)

237,974

778,008

(4,642,894)

19,485

   Non-controlling interests

(409,829)

452,530

191,130

(36,700)

149,144

(Loss)/profit for the year

(8,643,583)

690,504

969,138

(4,679,594)

168,629

Dividends

-

-

154,179

-

703,273

Summary of the Group's consolidated total assets and total liabilities is set out below:

As of December 31,

2012

2011

2010

2009

2008

RMB'000

RMB'000

RMB'000

RMB'000

RMB'000

Total assets

175,016,882

157,134,157

141,322,039

133,975,189

135,612,152

Total liabilities

121,245,732

98,979,471

84,135,184

78,394,032

75,430,722

Net assets

53,771,150

58,154,686

57,186,855

55,581,157

60,181,430

2.

Financial summary prepared in accordance with the PRC Accounting Standards for Business Enterprises (2006)

For the year ended

Items

December 31, 2012

RMB'000

Operating loss

(9,887,499)

Loss for the year

(8,643,583)

Loss for the year attributable

   to owners of the parent

(8,233,754)

Loss for the year attributable to owners of the parent

   after excluding non-recurring items

(8,679,855)

Net cash generated from operating activities

1,122,352

For the year ended

Non-recurring items

December 31, 2012

RMB'000

Losses from disposal of non-current assets

(455,870)

Government grants charged to profit or loss

744,490

Loss on changes in fair value of financial assets/liabilities

   held for trading and disposal of financial

   assets/liabilities held for trading

(143,334)

Profits from the initial investments in an associate

504,773

Investment income on financial products

26,960

Profit from external entrusted loan

41,987

Reversal of impairment of receivables

10,619

Other non-operating expenses, net

2,044

731,699

Note:

Non-recurring items above as defined under the PRC Accounting Standards for Business Enterprises (2006) do not include impairment loss on property, plant and equipment.

Principal accounting information and financial indicators at the end of last two reporting periods of the Group

Increase/(decrease)

as compared with

2012

2011

the previous year

RMB'000

RMB'000

(%)

Revenue

149,478,821

145,874,433

2.47

(Loss)/profit before income tax

(9,092,062)

817,996

N/A

(Loss)/profit for the year attributable to

(8,233,754)

237,974

N/A

   owners of the parent

Loss for the year attributable to

(8,679,855)

(329,436)

2,534.76

   owners of the parent

   after excluding non-recurring items

Basic (loss)/earnings per share (RMB)

(0.61)

0.02

N/A

Diluted (loss)/earnings per share (RMB)

(0.61)

0.02

N/A

Basic loss per share after

(0.64)

(0.02)

3,100.00

   excluding non-recurring items (RMB)

Weighted average rate of

(17.24)

0.46

Decreased by 17.70

   return on net assets (%)

percentage points

Weighted average rate of return on

(18.18)

(0.64)

Decreased by 17.54

   net assets after excluding

percentage points

   non-recurring items (%)

Net cash generated from operating activities

1,122,352

2,489,756

(54.92)

Net cash generated from

0.08

0.18

(55.56)

   operating activities per share (RMB)

Total assets

175,016,882

157,134,157

11.38

Equity attributable to owners of the parent

43,835,118

51,853,354

(15.46)

Net assets attributable to owners of the parent

3.24

3.83

(15.40)

   per share (RMB)

3.

Comparison between the financial information prepared in accordance with International Financial Reporting

Standards and the PRC Accounting Standards for Business Enterprises (2006)

(Loss)/profit attributable to

owners of the parent

Equity attributable to

for the year ended

owners of the parent

December 31,

as of December 31,

2012

2011

2012

2011

RMB'000

RMB'000

RMB'000

RMB'000

Prepared in accordance with

   the PRC Accounting Standards

   for Business Enterprises (2006)

(8,233,754)

237,974

43,835,118

51,853,354

Prepared in accordance with

   International Financial

   Reporting Standards

(8,233,754)

237,974

43,807,763

51,825,999

Directors, Supervisors,

Senior Management and Staff

1.

Directors, Supervisors and Senior Management during the Reporting Period

Whether

Total

receiving

emolument paid/

emolument or

payable

allowance from

Date of

by the

owners of the

appointment/

Company for

parent or other

Name

Position

Gender

Age

re-appointment

2012

related entity

(Year-Month-Day)

(RMB'000)

Xiong Weiping

Chairman and CEO

M

56

2010.6.22

577.8

No

Luo Jianchuan

Executive Director and President

M

49

2010.6.22

528.7

No

Liu Caiming ^{Note 1}

Executive Director, Senior Vice President

   and Chief Financial Officer

M

50

2011.5.31

526.3

No

Liu Xiangmin

Executive Director and Senior

   Vice President

M

50

2010.6.22

526.3

No

Shi Chungui

Non-executive Director

M

72

2010.6.22

150.0

No

Lv Youqing

Non-executive Director

M

49

2010.6.22

-

Yes

Zhang Zhuoyuan

Independent Non-executive Director

M

79

2010.6.22

193.7

No

Wang Mengkui

Independent Non-executive Director

M

74

2010.6.22

193.7

No

Zhu Demiao

Independent Non-executive Director

M

48

2010.6.22

193.7

No

Ao Hong

Chairman of Supervisory Committee

M

51

2010.6.22

-

Yes

Yuan Li

Supervisor

M

54

2010.6.22

415.5

No

Zhang Zhankui

Supervisor

M

54

2010.6.22

-

Yes

Ding Haiyan ^{Note 2}

Vice President

M

54

2010.6.22

472.9

No

Jiang Yinggang

Vice President

M

49

2010.6.22

472.9

No

Xie Hong

Vice President

M

54

2011.10.25

472.9

No

Qiao Guiling

Vice President

F

44

2011.10.25

472.9

No

Xie Weizhi ^{Note 3}

Vice President and Chief Financial Officer

M

48

2013.3.8

-

Yes

Liu Qiang

Secretary to the Board

F

49

2010.6.22

468.9

No

Explanations of remuneration:

The Company adopted assorting assessment, and built a linkage between the operating results of the Company and staff's performance assessment, so as to determine the remuneration of Directors, Supervisors and senior management. The standards of remuneration were based on their job levels.

In 2012, the chairman of the Company received total payable remuneration of RMB577,800, representing a decrease of RMB376,600, or 39.46%, compared with that of 2011.

In 2012, the president of the Company received total payable remuneration of RMB528,700, representing a decrease of RMB313,600, or 37.23%, compared with that of 2011.

In 2012, the senior vice president of the Company received total payable remuneration of RMB526,300, representing a decrease of RMB286,500, or 35.25%, compared with that of 2011.

In 2012, the vice president of the Company received total payable remuneration of RMB472,900, representing a decrease of RMB176,200, or 27.15%, compared with that of 2011.

Notes:

1.

On March 8, 2013, Mr. Liu Caiming resigned from the positions of Chief Financial Officer, Senior Vice President and member of the Executive Committee of the Company, and was redesignated from an Executive Director to a Non-executive Director.

2.

On March 8, 2013, Mr. Ding Haiyan resigned from the positions of Vice President and member of the Executive Committee of the Company.

3.

On March 8, 2013, Mr. Xie Weizhi was appointed as Vice President, Chief Financial Officer and member of the Executive Committee of the Company.

Major Working Experience of Directors, Supervisors and Senior Management:

Executive Directors

Mr. Xiong Weiping, 56, is Chairman, an executive Director and Chief Executive Officer ("CEO") of the Company and concurrently the general manager of Aluminum Corporation of China ("Chinalco"). Mr. Xiong has been serving the Company since 2001 (he left the Company in 2006 and was re-appointed in 2009). Mr. Xiong graduated from Central South University of Industry majoring in mining materials engineering. He obtained a Ph.D. degree in engineering and completed post-doctoral research in economics in Guanghua School of Management of Peking University. He has academic achievements and fruitful practical experiences in economics, corporate management and metal mining. Mr. Xiong is also a professor and a Ph.D. tutor of Guanghua School of Management, Peking University. He is an expert receiving special subsidies from the State Council and was recognized by the former Ministry of Personnel as a "Middle Aged/ Young Expert with Outstanding Contributions to the Nation". He was formerly the deputy secretary of Hunan Provincial Communist Youth League, a standing committee member of All China Youth Federation and the president of Hunan Youth Union Committee, the standing vice-chancellor and dean of the Faculty of Management, professor, Ph.D. tutor of Central South University of Industry. Mr. Xiong had also served as the vice president of China Copper, Lead & Zinc Group Corporation, vice president of Chinalco, Executive Director, senior vice president and president of Chalco and vice chairman and general manager of China Travel Service (Holdings) Hong Kong Limited.

Mr. Luo Jianchuan, 49, is an executive Director and president of the Company, the chairman of the Development and Planning Committee of the Board as well as the vice chairman of the Executive Committee of the Company. He has been serving the Company since 2001. Mr. Luo graduated from Kunming University of Science and Technology in 1985, majoring in mining, holds a doctorate degree from Central South University and is a professor-grade senior engineer. He has long engaged in corporate management of non-ferrous metals and thus has extensive professional experience and strong management skills in those fields. Mr. Luo formerly served as an engineer of the Lead and Zinc Bureau of China Non-ferrous Metals Industry Corporation, the manager of Haikou Nanxin Industry & Commerce Corporation, assistant to the general manager of Jinpeng Mining Development Corporation, deputy general manager and general manager of Beijing Xinquan Tech-trading Corporation, assistant to the general manager of China Non-Ferrous Metals Industry Trading Group Corporation, deputy chief of the Trading Division of China Copper, Lead & Zinc Group Corporation, general manager of China Aluminum International Trading Corporation Limited, and formerly served as the general manager of the Operations and Sales Division, vice president and senior vice president of the Company.

Mr. Liu Caiming, 50, is an executive Director, senior vice president and chief financial officer of the Company. Graduated from the School of Economics of Fudan University, Mr. Liu is a doctoral candidate, senior accountant and certified public accountant in the PRC. Mr. Liu joined Chinalco in January 2007 and was appointed as the senior vice president and chief financial officer of the Company on February 23, 2011 and was appointed as an executive Director at the 2010 annual general meeting held on May 31, 2011. Having been engaged in financial management at large state-owned enterprises for a long time, Mr. Liu has extensive experience in finance and business management. He had served as the deputy head and Head of the Finance Department of China Non-ferrous Metals Foreign-Engineering Corporation, the deputy general manager of China Non-ferrous Metals Construction Group Limited, deputy general manager of China Non-ferrous Construction Group Limited, director and deputy general manager of China Non-ferrous Metal Industry's Foreign Engineering and Construction Co., Ltd., deputy general manager of China Non-ferrous Metals Mining and Construction (Group) Co., Ltd., deputy general manager of Chinalco, chairman of Yunnan Copper Industry (Group) Co., Ltd., chairman of Chinalco Shanghai Copper Co., Ltd., executive director of Chinalco Kunming Copper Co., Ltd., as well as director and president of China Copper Co., Ltd. Mr. Liu has also acted as the titular deputy head of Department of Finance of Yunnan Province, a director of the State-owned Assets Supervision and Administration Commission of Yunnan Province and assistant to the governor of Yunnan Province. On March 8, 2013, Mr. Liu resigned as the executive director, chief financial officer, senior vice president and a member of Executive Committee of the Company, and served as non-executive director.

Mr. Liu Xiangmin, 50, is an executive Director and senior vice president of the Company and has been serving the Company since 2001. Mr. Liu graduated from Central South University of Industry in 1982, majoring in non-ferrous metallurgy; he has a doctorate degree from Central South University and is a professor-grade senior engineer. He has long engaged in non-ferrous metal metallurgy and corporate management and has accumulated extensive and professional experience. Mr. Liu had previously served as the deputy head and head of the Alumina branch of Zhongzhou Aluminum Plant, deputy head of Zhongzhou Aluminum, Plant general manager of Zhongzhou Branch of the Company, and president of the Company.

Non-executive Directors

Mr. Shi Chungui, 72, is a non-executive Director of the Company. He has been serving the Company since 2005. He graduated from the Finance Faculty of Dongbei University of Finance and Economics in 1964. Mr. Shi is a senior economist with extensive experience in finance, government and corporate management. Mr. Shi was formerly the vice director of the Commerce Bureau of Qinhuangdao City, Hebei Province; vice mayor and Standing Vice Mayor of Qinhuangdao City, Hebei Province; president of Hebei Branch of China Construction Bank, president of Beijing Branch of China Construction Bank and vice president of the Head Office of China Construction Bank; vice president of China Cinda Asset Management Corporation; vice chairman of Tianjin Pipe Co., Ltd. and vice chairman of China Investment Society. Mr. Shi is currently an independent director of Intime Department Store (Group) Company Limited and China National Materials Company Limited.

Mr. Lv Youqing, 49, is a non-executive Director of the Company and also serves as the deputy general manager of Chinalco. He has held positions in the Company since June 2010. In 1989, he graduated as a postgraduate from the Political Studies Institute, Social Science Faculty of Sichuan Province. He obtained a Ph.D. degree from the School of Economics, Sichuan University and is a professor-grade senior engineer. Mr. Lv has accumulated rich experiences in management from his long-term research of national policies and engagement in enterprise management. He has previously served as the deputy mayor of Nanchong's Municipal Government, Sichuan Province, a standing committee member of Luzhou's Municipal Committee, Sichuan Province, the PRC, the deputy mayor of Luzhou's Municipal Government, Sichuan Province, the PRC, deputy secretary to the Luzhou's Municipal Committee, Sichuan Province, the PRC and a member of the Party Group and deputy general Manager of Chinalco.

Independent Non-executive Directors

Mr. Zhang Zhuoyuan, 79, is an independent non-executive Director of the Company since 2007. Mr. Zhang graduated from the Faculty of Economics of Zhongnan University of Economics and has achieved extensive professional accomplishments in the studies in political economy, price theory and marketing. Mr. Zhang formerly served as the director and researcher of the Institute of Finance, Trade and Economics of The Chinese Academy of Social Sciences, chief editor of "Finance & Trade Economics" and a Ph.D tutor; the director, researcher and Ph.D tutor of the Institute of Industrial Economics of The Chinese Academy of Social Sciences; the director, researcher and Ph.D tutor of the Institute of Economics of The Chinese Academy of Social Sciences, as well as Chief Editor of Economics Research Journal. Mr. Zhang is currently a committee member of the academic section of The Chinese Academy of Social Sciences, a researcher of Institute of Economics of The Chinese Academy of Social Sciences, a member of the Ninth and Tenth Sessions of CPPCC; a consultant of each of China Price Association and the Chinese Society for Urban Studies; a director of the Chinese Society for Cost Studies and the honorary chairman of Sun Ye Fang Foundation of Economics and Science.

Mr. Wang Mengkui, 74, is an independent non-executive Director of the Company since 2008. Mr. Wang graduated from the School of Economics, Peking University, and is a notable contemporary economist engaged in long-term analysis of economic theory and policy and consultation work. He has published many articles on economics as well as on other aspects and served in the "Red Flag" magazine and the First Ministry of Machine Building Industry. Since reform and opening, Mr. Wang had served as the deputy vice head and researcher of the economic team of the Research Office of the Secretariat of the CPC Central Committee; a commission member of the State Development and Planning Commission; executive vice director of the Economic Research Centre of the State Development and Planning Commission; vice director and director of the Research Office of the State Council; the director of the Development Research Center of the State Council; a member of the Tenth Standing Committee of National People's Congress and vice director of the Financial and Economic Affairs Committee of National People's Congress, an alternate committee member of the 14th Central Committee of Communist Party of China and a member of the 15th Central Committee . He is also a professor and Ph. D tutor of Peking University. He has been hosting major international exchanges activities including the China Development Forum and the Sino-Japan Economic Knowledge Exchange. He currently serves as the chairman of the Society for China Development Research Fund and a member of the National Social Security Fund Committee of the PRC.

Mr. Zhu Demiao, 48, is an independent non-executive Director of the Company and the chairman of the Audit Committee of the Board. He has been serving the Company since 2008. Mr. Zhu graduated from the University of Chicago GSB with a MBA degree, and obtained a Master's degree in Economics from the Research Institute for Fiscal Science, Ministry of Finance, PRC and obtained a Bachelor's degree in Economics from Hebei Geological Institute. Mr. Zhu is one of the early Certified Public Accountants in the PRC. He has extensive professional experience in finance, audit and capital management. Mr. Zhu previously worked in the Ministry of Finance of the PRC and in the investment analysis department of FMC. He had also served as the head of China Business of the Equity Capital Market Department and Investment Bank Department of Credit Suisse First Boston; managing director, a member of the Executive Committee of Asia-pacific region and Chairman of the Operation Committee of the Greater China Region of JP Morgan Chase & Co.. Mr. Zhu once served as Managing Director and senior consultant of Oaktree Capital (Hong Kong) Ltd.. Mr. Zhu is currently a member of the Advisory Board of Business School at the University of Chicago and an Independent director of WSP Holdings Limited and China Assets (Holdings) Limited.

Supervisors

Mr. Ao Hong, 51, currently the vice president of Chinalco, has been serving as a Supervisor of the Company since 2006. Mr. Ao graduated from Kunming University of Science and Technology majoring in metallurgy and also holds a Master's degree from Central South University and is a professor-grade senior engineer with extensive experience in non-ferrous metals research, corporate management, corporate governance and internal control. Mr. Ao had formerly served as an engineer, senior engineer, head of the General Office and vice chairman of General Research Institute for Non-ferrous Metals of Beijing; chairman of GRINM Semiconductor Materials Co., Ltd., Guorui Electronic Materials Co., Ltd., Beijing Guojing Infrared Optical Technology Co., Ltd., Guowei Silver Anticorrosive Materials Company and Guo Jing Micro-electronic Holdings Ltd. in Hong Kong, respectively.

Mr. Yuan Li, 54, is currently the general manager of the Corporate Culture Department of the Company and an employee-elected Supervisor of the Company. He has been serving the Company since 2001 and is an engineer with extensive administrative and managerial experience. He had formerly served as the manager of the General Management Office and deputy head of the Department of Research and Investigation of China Non-ferrous Metals Industry Corporation; head of the Department of Research and Investigation as well as head of the Secretariat and an assistant inspector of the State Bureau of Nonferrous Metals Industry; and deputy head of the Department of Political and Labor Affairs and Head of the Political Party Department of Chinalco.

Mr. Zhang Zhankui, 54, is the head of the Finance Department of Chinalco and has been serving the Company since 2001. Mr. Zhang is a postgraduate in economic management and a senior accountant. He has extensive experience in corporate financial accounting, fund management and auditing. Mr. Zhang had formerly served as the head of the Finance Division and then the head of the Audit Division of China General Design Institute for Non-ferrous Metals; deputy general manager of Beijing Enfei Tech-industry Group; the head of the Accounting Division of the Finance Department and deputy head of the Finance Department of China Copper Lead & Zinc Group Corporation; officer-in-charge of the Company's assets and finance in the Listing Office of the Company; head of the Capital Division of the Finance Department of Company and manager of the General Division of the Finance Department of the Company as well as deputy head of the Finance Department of Chinalco.

Other Senior Management Personnel

Mr. Ding Haiyan, 54, Vice President of the Company, has been serving the Company since 2001. Graduated from Beijing Economics University in 1982 majoring in labor economics, Mr. Ding holds a Master's degree in Economics and is a senior economist with extensive experience in labor, wages, insurance, enterprise mergers and acquisitions and capital operation. He once served as the head of Labor Wage Division of the Human Resources Department of China Nonferrous Metals Industry Corporation; deputy director of the Bureau of Labor and Insurance; deputy director-general of the Enterprise Reform Department of the State Bureau of Non-ferrous Metals Industry as well as the head of the Department of Assets Operation of Chinalco, deputy head of the Company's Listing Office; and Assistant to the General Manager of Chinalco and Executive Director and the Secretary to the Board of the Company. Mr. Ding resigned from the positions of vice president and member of the Executive Committee on March 8, 2013.

Mr. Jiang Yinggang, 49, Vice President, has been serving the Company since 2001. Graduated in 1983 from Central South University of Industry majoring in the metallurgy of non-ferrous metals, Mr. Jiang holds a Master's degree in Metallurgy Engineering of non-ferrous metals and is a professor-grade senior engineer. He has long engaged in production operation and corporate management of production enterprises and has extensive professional experience. He formerly served as the deputy head and then the head of Corporate Management Department of Qinghai Aluminum Plant; head of Qinghai Aluminum Smelter; deputy general manager and general manager of Qinghai Aluminum Company Limited, and general manager of Qinghai branch of the Company. He has been a vice president of the Company since 2007.

Mr. Xie Hong, 54, Vice President, has been serving in the Company since 2001. Mr. Xie is an outstanding senior engineer who graduated from Central South University of Technology with a major in Ore Dressing. He has long engaged in strategic planning and project construction management, and has extensive experience in strategic planning, project management and investment management. Mr. Xie has previously served as the cadre, director of the Design Division at Infrastructure Department, deputy division head and division head of the Project Division at Investment and Operation Department of China Nonferrous Metals Industry Corporation, the deputy director-general of the Planning and Development Department of the State Bureau of Non-ferrous Metals Industry, person-in-charge of the (Coordinated) Planning and Development Department of Aluminum Corporation of China, director of the Planning and Development Department of Aluminum Corporation of China and the general manager of Investment Management Department, member of the Executive Committee and assistant to President of the Company. He has been a vice president of the Company since October 2011.

Ms. Qiao Guiling, 44, vice president, has been working for Jiaozuo Wanfang, a subsidiary of the Company since 2005. Having graduated from Jiaozuo Mining Institute majoring in Mechanical Engineering, Ms. Qiao is a senior engineer with a master's degree in engineering. Ms. Qiao worked for the government authorities and has long engaged in production and operation of production enterprises as well as corporate management, thus having extensive experience in management. Ms. Qiao has served as the deputy director of Jiaozuo City Cryolite Factory, deputy director of the Economic and Trade Commission of Jiaozuo City Zhongzhan District, general manager of Zhongzhan Taishun Co., Ltd., factory director of a Kaolinite plany in Jiaozuo City, general manager of Henan Zhongzhou Holding Group Co., Ltd., vice mayor of the People's Government of Wen County, chairman and general manager of Jiaozuo Wanfang Aluminum Manufacturing Co., Ltd. as well as the chairman of Jiaozuo Wanfang Group Co., Ltd. and the general manager of Henan Branch of the Company. She has been a vice president of the Company since October 2011.

Mr. Xie Weizhi, 48, vice president and chief financial officer, has been appointed as abovementioned positions since March 8, 2013. Mr. Xie is the non-executive director of Chinalco Mining Corporation International and director of Chinalco Finance Co., Ltd.. Mr. Xie is a senior accountant, graduated from the Guanghua School of Management, Peking University with a master's degree in business administration. Mr. Xie joined Aluminum Corporation of China in February 2011. He previously served as the deputy chief and chief of the accounting division of the finance department and the deputy manager of the finance department of China Offshore Oil Nanhai West Corporation (), deputy general manager and general manager of the finance department, and general manager of the treasury department of China National Offshore Oil Corporation, general manager of CNOOC Finance Corporation Limited, and the president of China National Association of Finance Companies (). Mr. Xie has engaged in financial management of large state-owned enterprises for many years and has substantial experience in finance and business management.

Ms. Liu Qiang, 49, is the secretary to the Board and has been serving the Company since 2001. In 1989, Ms. Liu graduated from Beijing International Studies University majoring in English literature and obtained a Master's degree in Literature (minor in translation). Ms. Liu has extensive experience in areas of trading, aluminum market analysis, global finance and capital operation and she studied finance, financial management and business administration at the University of International Business and Economics in Beijing and received trainings in finance and financial management in Hong Kong while serving in the finance department of Hong Kong Oriental Xinyuan (Holdings) Company Limited. Ms. Liu formerly served as the manager of the Finance Department of the Australian branch of China National Non-Ferrous Metals Import and Export Corporation. She formerly served as the manager of the Aluminum Department of China National Non-Ferrous Metals Import and Export Corporation; a senior market analyst for the Aluminum Industry in China National Non-Ferrous Metals Trading Group and China National Metals and Minerals Import and Export Corporation as well as deputy manager of the Import and Export Division of China Aluminum International Trading Corporation Limited.

2.

Positions Held in Shareholders and other Entities of the Company by Directors, Supervisors and Senior Management during the Year

Positions held in Shareholders of the Company

Whether

receiving

Name of

Date of

remuneration

Name

Shareholder

Position(s)

appointment

or allowance

Xiong Weiping

Chinalco

President

February 2009

No

Lv Youqing

Chinalco

Deputy General

December 2003

Yes

   Manager

Ao Hong

Chinalco

Vice President

October 2005

Yes

Zhang Zhankui

Chinalco

Head of Finance

March 2006

Yes

   Department

Yuan Li

Chinalco

Head of the Political

April 2004

No

   Party Department

Positions in Other Entities

Whether

receiving

Name of

Date of

remuneration

Name

other entities

Position(s)

appointment

or allowance

Shi Chungui

Intime Department Store

Independent Director

April 2008

Yes

   (Group) Company Limited

China National Materials

Independent Director

January 2010

Yes

   Company Limited

Zhu Demiao

WSP Holdings Limited

Independent Director

January 2007

Yes

China Forestry Holdings

Independent Director

January 2011

Yes

   Co., Ltd. Note 1

Business School of

Member of the

October 2011

No

   University of Chicago

   Advisory Board

China Assets (Holdings) Limited

Independent Director

May 2012

Yes

Note 1:

Director Zhu Demiao has resigned as an independent director of China Forestry Holdings Co., Ltd. in August 2012.

3.

Decision Making Process and Basis of Determination of Remuneration of Directors, Supervisors and Senior Management

Based on the prevailing market standards and the remuneration strategy of the Company, a designated department of the Company would formulate proposals for the remuneration of the Company's Directors, Supervisors and senior management and submitted the proposals to the Remuneration Committee of the Company. Remuneration of the senior management will be submitted to the Board for approval whereas those of the Directors and the Supervisors will be submitted to the Board for consideration and to the shareholders' general meeting for approval.

The Company determined its remunerations for Directors, Supervisors and senior management based on its development strategy, corporate culture and remuneration strategy, taking into account the remuneration standards of corresponding positions in comparable enterprises (in terms of scale, industry and nature etc.), as well as the opinion and advice of external professional consultancy organizations. The remuneration will be linked to the Company's operating results and individual performance.

In 2012, the total remuneration of the Directors, Supervisors and Senior Management of the Company amounted to RMB5.67 million (including the travelling expenses of the Independent Directors).

4.

Changes in Directors, Supervisors and Senior Management during the Year

There were no changes in directors, supervisors or senior management that were subject to disclosure requirements during the year.

5.

Employees of the Group

As of December 31, 2012, the Group had 97,990 employees (2011: 101,259). The structure of employees is as follows:

Category

Headcounts

Number of employees in the parent

288

Number of employees in principal subsidiaries

97,702

Total number of employees

97,990

Number of retired employees whose pensions were covered

   by the parent and principal subsidiaries

267

Composition by specialty

Category

Headcounts

Production personnel

79,418

Sales personnel

706

Technology personnel

5,628

Finance personnel

2,205

Administration personnel

10,033

By education background

Category

Headcounts

Post-graduates

604

University graduates

9,993

Technical institute graduates

18,209

Secondary/technical school graduates or below

69,184

Total

97,990

The remuneration, remuneration policy, bonus and share option scheme of the Group's employees and particulars of training plans are set out as follows:

(1)

As at the end of December 2012, the Company had 97,990 employees, among which 97,811 employees were in service. Please refer to Note 30 to the Financial Statements for the information of employees' remuneration.

(2)

The Group complied with the principle of "priority to efficiency while giving consideration to impartiality", fully considered ''guarantee and incentives'' as the functions of remuneration, and reasonably determined the total salary base of entity enterprises.

(3)

In accordance with Implementation Plan of Results Assessment of Aluminum Corporation of China Limited during the Year 2012 and Implementing Regulations, the Company conducted assorting assessment and strengthened the linkage between results assessment and remuneration distribution. Aimed at providing incentives to core talents and key employees, the Company formulated several measures, such as provision of incentives to the technological project team, applying technological results and setting up a scheme of sharing industrialization benefits.

By the construction of a training base and the skills contests, the Group built and stabilized a group of technical expertise catering to the Company's development.

Particulars and Changes of Shareholding Structure,

and Details of Substantial Shareholders

1.

Share Capital Structure

Chinalco is the single largest shareholder of the Group, which directly holds 38.56% equity interest and together with its subsidiaries holds an aggregate of 41.68% equity interest in the Company. As of December 31, 2012, the Directors of the Company regarded Chinalco as the Company's ultimate holding company.

Shareholding Structure of Chalco

As of December 31, 2012, the share capital structure of the Company was as follows:

As of December 31, 2012

Percentage to

Number of

total issued

shares

share capital

(in million)

(%)

Holders of A shares

9,580.52

70.84

Holders of H shares

3,943.97

29.16

Total

13,524.49

100

According to the publicly available information and to the best knowledge of the Company's Directors, being the latest practicable date prior to the issue of this report, the public float of the Company is in compliance with the requirement of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules").

2.

Changes in Shareholding and Shareholders

There was no change in the share capital structure of the Company during the year ended December 31, 2012.

Particulars of Shareholding

Share

Percentage

(Number)

(%)

Shares not subject to trading moratorium

1.   Renminbi ordinary shares

9,580,521,924

70.84

2.   Overseas listed foreign invested shares

3,943,965,968

29.16

   Total shares not subject to trading moratorium

13,524,487,892

100

Approval of Changes in Shareholding

Nil

Transfer of Changes in Shareholding

Nil

3.

Share Issuance and Listing

(1)

Status of share issuance in the past three years

Nil

(2)

Changes in total number of issued shares and the shareholding structure of the Company

As of December 31, 2012, the total number of issued shares of the Company amounted to 13,524,487,892 shares, which was not increased or decreased nor was there any change in the shareholding structure during the year ended December 31, 2012.

4.

Substantial Shareholders with Shareholding of 5% or more

So far as the Directors are aware, as of December 31, 2012, the following persons (other than the Directors, Supervisors and Chief Executive of the Company) had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance ("SFO"), or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO, or as otherwise notified to the Company and the Hong Kong Stock Exchange.

Percentage in

the relevant

Percentage

Name of substantial

Class of

Number of

class of issued

in total issued

shareholder

shares

shares held

   Capacity

share capital

share capital

Chinalco

A shares

5,636,357,299(L)

   Beneficial owner and interests of

58.83% (L)

41.68% (L)

(Note 1)

            controlled corporation

China Cinda Asset

A shares

800,759,074(L)

   Beneficial owner

8.36% (L)

5.92% (L)

   Management Corporation

   Limited

China Construction Bank

A shares

609,146,645(L)

   Beneficial owner

6.36% (L)

4.50% (L)

   Corporation Limited

Templeton Asset

H shares

1,028,826,800(L)

   Investment manager

26.09% (L)

7.61% (L)

   Management Ltd.

Morgan Stanley

H shares

254,602,523(L)

   Interests of controlled

6.46% (L)

1.88% (L)

140,355,059(S)

            corporation

3.56% (S)

1.04% (S)

(Note 2)

(L)

The letter "L" denotes a long position.

(S)

The letter "S" denotes a short position.

Notes:

1.

These interests included a direct interest of 5,214,407,195 A shares held by Chinalco, and an aggregate interest of 421,950,104 A shares held by various controlled subsidiaries of Chinalco, comprising 331,217,795 A shares held by Baotou Aluminum (Group) Co., Ltd., 79,472,482 A shares held by Lanzhou Aluminum Factory, 4,119,573 A shares held by Guiyang Aluminum Magnesium Design and Research Institute and 7,140,254 A shares held by Shanxi Aluminum Plant.

2.

These interests were held directly by various corporations controlled by Morgan Stanley. Among the aggregate interests in the long position in H shares, 32,713,050 H shares were held as derivatives. Among the aggregate interests in the short position in H shares, 8,390,765 H shares were held as derivatives.

Save as disclosed above and so far as the Directors are aware, as of December 31, 2012, no other person had any interest or short position in the shares or underlying shares of the Company (as the case may be) which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO and as recorded in the register required to be kept under section 336 of the SFO, or was otherwise a substantial shareholder of the Company.

5.

Number of Shareholders

Unit: Number of Shareholders

Total number of shareholders as of December 31, 2012

525,928

6.

Particulars of Shareholdings Held by Top Ten Shareholders

Number of

Nature of

Percentage of

shares held

shareholders

shareholding

(%)

Chinalco

5,214,407,195

A shares

38.56

HKSCC Nominees Limited

3,924,279,942

H shares

29.02

China Cinda Asset Management

   Corporation

800,759,074

A shares

5.92

China Construction Bank

   Corporation Limited

609,146,645

A shares

4.50

Guokai Financial Limited Company

415,168,145

A shares

3.07

Baotou Aluminum (Group) Co., Ltd.

331,217,795

A shares

2.45

Lanzhou Aluminum Factory

79,472,482

A shares

0.59

Guizhou Provincial Materials

   Development and Investment

   Corporation

59,000,000

A shares

0.44

Guangxi Investment Group Co., Ltd.

39,259,793

A shares

0.29

CSOP Asset Management Limited

   - CSOP FTSE China A50 ETF

25,340,129

A shares

0.19

7.

Summary of the Controlling Shareholder

(1)

Particulars of the Legal Person Controlling Shareholder

Name of the controlling shareholder:

Chinalco

Legal representative:

Xiong Weiping

Registered capital:

RMB15.432 billion

Date of incorporation:

February 23, 2001

Principal operating or managing activities:

mineral resources exploration; bauxite mining; deployment of personnel necessary for overseas engineering projects commensurating with its capacity, scale and performance; operation and management of state-owned assets and equities; production and sales of aluminum, copper, rare earth and related non-ferrous metals mineral products, smelted products and carbon products; exploration design, general project contracting, construction and installation; equipment manufacturing; technological development and technical service; import and export businesses.

(2)

Diagram of the Direct Equity Interests and Controlling Relationship between the Company and the Controlling Shareholder

Note:

Chinalco is the largest shareholder of the Company and directly holds 38.56% equity interest in the Company. It also holds 5,636,357,299 shares in the Company through its subsidiaries and its ratio of voting rights in the Company is 41.68%.

Chairman's Statement

Dear Shareholders,

I hereby present the annual report of the Group for the financial year ended December 31, 2012 for shareholders' review. On behalf of the Board of the Company and all employees, I would like to express my sincere gratitude to all shareholders for their concern and support for the Company.

Product Market Reviews

The supply and demand as well as the price of aluminum are closely tied to changes in the global and the PRC macro-economies. Changes in the global and PRC economy have a significant impact on the aluminum market.

Primary Aluminum Market

In 2012, the world economy lacked momentum in recovery, the Chinese economic growth slowed down. Under the influence of multiple factors such as recovery expectation on main economies and changes of the Euro debt crisis, global aluminum prices remained at low levels throughout the year. From the beginning of the year to early March, affected by the temporary subsidence of the Euro debt crisis and the positive trend of the US economy, international aluminum prices rebounded. The price of three-month aluminum futures of LME hit year-high of USD2,349 per tonne in early March; subsequently, affected by news such as Chinese's downward adjustment to economic expectation and re-deterioration of Euro debt, international aluminum prices recorded a downward trend, falling to a year-low of USD1,830 per tonne in August. Afterward aluminum prices rebounded primarily due to the expectation of easing policy adopted by main economies. In the fourth quarter the price of aluminum at LME dropped again due to another decline of the global economy. Domestic aluminum prices, impacted by continual increase in supply and slowdown of the growth in consumption, continued to flutuate at low level. As underpinned by the cost factor, the fluctuation of domestic aluminum prices was lower than those of aluminum prices at LME. In the beginning of the year, driven by external aluminum prices, the price of three-month aluminum at SHFE rebounded to a year-high of RMB17,000 per tonne and as affected by domestic and international bearish news as well as pressure on the fundamentals, stopped rising and dropped to a year-low of RMB14,950 per tonne but slightly rebounded afterwards. In 2012, the year-high price of three-month aluminum futures at LME was USD2,360 per tonne, the average three-month aluminum futures prices for 2012 at LME and SHFE were USD2,051 per tonne and RMB15,795 per tonne, representing a year-on-year decrease of 14.90% and 6.50%, respectively.

In 2012, the global output of primary aluminum was approximately 47.06 million tonnes, representing a year-on-year increase of 3.20%; the global consumption of primary aluminum was approximately 46.61 million tonnes, representing a year-on-year increase of 3.3%; the domestic output of primary aluminum was approximately 21.30 million tonnes, representing a year-on-year increase of 9.51% and the domestic consumption of primary aluminum was approximately 21.45 million tonnes, representing a year-on-year increase of 10.00%. As of the end of December in 2012, the capacity utilization rate of primary aluminum enterprises in the world (inclusive of the PRC) was 84%, while that of the PRC was 78%.

Alumina Market

Owing to the fact that international electrolyse aluminum prices hovered over low level for a long period of time, certain alumina enterprises reduced or suspended production and there was a significant increase of oversupply pressure in alumina market in 2012. Spot prices in Australia fluctuated between the range of USD300 and USD330. Impacted by the change in Indonesia's bauxite export policy, domestic alumina prices in the second quarter rose with fluctuation, up to RMB2,710 per tonne. Nevertheless since later second quarter, electrolyse aluminum prices continued to drop and new alumina production capacity commenced operation, oversupply and aluminum price pressure resulted in a continual drop in alumina prices. In early September, domestic spot market declined to around RMB2,570 per tonne, and slightly picked up after mid-September amid the effect of the rebound in aluminum prices and stocking for the Mid-Autumn Festival and National Day. In 2012, the year-high and year-low international price of spot alumina was USD333 per tonne and USD303 per tonne respectively, with an average price of USD319 per tonne, representing a year-on-year decrease of 22.76%; whereas the year-high and year-low of domestic price of spot alumina was RMB2,750 per tonne and RMB2,480 per tonne respectively, with an average of RMB2,648 per tonne, representing a year-on-year decrease of 4.95%.

The global output of alumina for 2012 was approximately 93.53 million tonnes, representing a year-on-year increase of 3.15% and the consumption was approximately 91.96 million tonnes, representing a year-on-year increase of 2.86%. The domestic output of alumina was approximately 41.65 million tonnes, representing a year-on-year increase of 7.32%; the demand for alumina was approximately 40.20 million tonnes, representing a year-on-year increase of 2.97%; imported alumina in China amounted to approximately 5.02 million tonnes in 2012, representing a year-on-year increase of 167.02%. As of the end of December 2012, the alumina capacity utilization rate of alumina enterprises in the world (inclusive of the PRC) was 85%, while that of the PRC was 73%.

Aluminum Fabrication Market

In China, the building, transportation and power industries accounted for approximately two-thirds of the aluminum consumption. The slowdown in China economic growth and the macro control policies on real estate resulted in a slowdown of growth of aluminum consumption in China in 2012.

Business Review

In 2012, in face of an acute and complicated operational environment with a surplus in production capacity, slumping prices, declining ore quality and restrictions to the supply of imported bauxite, the Group endeavored to a series of measures, such as vigorously promoted structural adjustment and strategic transformation, reduced costs and increased efficiency. The Group ensured smooth running of production and operation, strengthened the capability of controlling cost, continuously increased the reserve of resources and energies, guaranteed the safety and stability of capital and improved fundamental management.

1.

The Company assisted production of some leading products while suppressing some others, and increased production output in regions with cost competitiveness. In 2012, the output of self-owned bauxite mines amounted to 17.26 million tonnes, representing a year-on-year increase of 27.29%, the output of alumina amounted to 11.90 million tonnes, representing a year-on-year increase of 8.08%; the output of alumina chemicals amounted to 1.31 million tonnes, representing a year-on-year increase of 10.08%; the output of primary aluminum products amounted to 4.22 million tonnes, representing a year-on-year increase of 7.93%; and the output of aluminum fabrication products amounted to 0.539 million tonnes, representing a year-on-year decrease of 13.06%.

2.

Strengthening analysis and forecasts to adapt to market changes; Timely adjusting marketing strategies for the maximization of benefits. The Group consistently optimized its procurement strategies through planning and management, dynamic inventory management and strategic cooperation to reduce its costs. By centralizing the management on coal procurement, direct supply proportion was enlarged and timely adjusted its reserves level, thereby increased supply capacity and reduced fuel costs by 8.61% on a year-on-year basis. On the other hand, the Group captured sale opportunities and controlled its pace of selling, thereby managed to keep the selling price of its aluminum products and alumina by RMB58/tonne higher than the Changjiang spot price and RMB73/tonnes higher than spot price respectively. The direct sales volume of aluminum fluid of the Group increased by 27% on a year-on-year basis, due to its timely adjustment on its product structure. By implementing several measures in 2012, the Company minimized the impact of decreased prices of products.

3.

Significant progress achieved in structural adjustment and strategic transformation. The Group completed capital injection to Simandou iron ore project and acquired 47% equity interest in a joint venture. The development of the project was well underway. On January 23, 2013, the Group has acquired 70.82% equity interest in Ningxia Power through acquisition and injection of capital, thereby acquired 2.38 billion tonnes of coal resources and coal production capacity under construction or completed of 16.00 million tonnes per year. Leveraging the opportunities in the Government's integration of coal resources, the Group has already owned 8 million tonnes of equity coal production capacity in Shanxi, Gansu, Guizhou and Qinghai. A joint venture established by a Hong Kong subsidiary of the Group and Laos Services Co., Ltd. has finished the detailed survey and design plan on two ores in the mine area and the detailed survey on part of the mining rights and ore at the prevailing stage. The Group collaborated with an Indonesian company in controlling bauxite resources and accelerated the development of mines, thereby formed an estimated annual production capacity of 1.80 million tonnes. In 2012, the reserve of bauxite equity resources increased by 48.13 million tonnes, which accelerated the upstream development of the Group.

4.

Reducing costs and increasing efficiency by technological progress. The Group reinforced its development and application of new technologies and new products. As for aluminum, the Group proceeded with the application of the "201" technology and the technology on the stabilization of electrolytic cell magnetic fluid, thereby reduced the overall consumption of electricity on aluminum by 150 kWh/t on a year-on-year basis. As for alumina, the Group eliminated the sintering production method which requires high energy consumption, and developed and applied the new series process of production technology and equipment for the production of alumina. By researching on and applying the highly efficient Bayer technology for industrial purposes, the Group overcame the impact from the continuous decline in the grading of bauxite and facilitated optimization of the economic indicators of the major technologies in the production of alumina. The progress of the technological projects such as the production of alumina by using fly ash and the technology of electrolytic cell of ultra-high capacity were well underway, thereby underpinned the technological progress, energy saving, emission reduction and clean production of the Group.

5.

Deepening the transformation of operation and promoting enhancement of management. The Group promoted transformation of management in 14 professional areas such as energy, mining, cash flows and procurement as well as in 25 entities and enterprises. In addition, the Group enhanced its management featuring the participation of all employees, self-enhancement, on-going improvement and management advancement, and explored the business management system with the characteristics of Chalco, with an aim to refine its management. Under the unfavorable impact of the continuous decline in the grading of ores, the overall energy consumption of alumina decreased by 18.36Kg standard coal per tonne on a year-on-year basis. At the same time, the Group launched special projects such as enhancement on the management of mines, rectification on the carbon production and minimization on capital utilization. The Group also developed multiple financing channels to guarantee the fulfillment of its capital demand and reduce the overall financing costs. As at the end of 2012, the average interest rate of the loans and borrowings of the Group was reduced by 0.52 percentage points on a year-on-year basis.

6.

Actively performing social responsibilities and solidly proceeded with energy saving and emission reduction. The Company increased its technological innovation funding in the investment of energy saving and emission reduction projects on an on-going basis. In addition, it reinforced the promotion and application of the technologies such as alumina high-efficient and energy saving, newly structured electrolytic cell, comprehensive usage of resources and zero discharge of industrial sewage. In 2012, the total emission of sulfur dioxide decreased by 0.59% on a year-on-year basis; rehabilitated area increased by 3,600 hectares; recovered red mud of 480,000 tonnes from iron ore sand.

Business Outlook and Prospects

In 2013, the relatively loose monetary policies in developed economies around the world and continuous favorable economic development in the PRC and the U.S. will be forming a strong support to the consumption of aluminum. From the perspective of demand and supply, the pressure of over-supply is still strong, and the global market will gradually stabilize. The Group will comprehensively press on with reforms and continue to enhance its management. In addition, it will accelerate strategic transformation and structural adjustment, as well as reinforce technological innovation, so as to foster cost advantages. To this end, the Group will put efforts on the following key aspects:

1.

Deepen "market orientation and open manner" reform, implement an accountability system on the management team in accomplishing business objective for risk premium and enhance operation capability, resolve the difficulties in operation and development by pursuing "market orientation and open manner" reform; proceed with reform in the division of duties, appraisal and allocation to further simplify structure; develop more vigorous, market-oriented and open business model and operation systems and pave way for stronger operation capability and cost control.

2.

Leverage on the cycle of the industry and market, adjust the strategies of the Company, and accelerate strategic transformation and structural adjustment. Adhere to its direction of strategic transformation and focus its strengths and capital on front end of the value chain; continue to acquire quality bauxite resources domestically and abroad, reinforce the development of bauxite mines and increase its own capability of bauxite supply and turn its resource advantages into cost advantages; ensure investment in the research and development of technologies to raise the level of research and development on technology and take the lead in technology in the industry; accelerate the transformation of technology results into industrial application and enhance energy saving and emission reduction with an aim to foster its core competitiveness.

3.

Adopt multiple measures for expanding profitability and block the "bleeding point". Support profitable plants with all strength to explore their potential and expand their production, reduce costs and increase efficiency with an aim to enhance profitability; adopt open operation strategy, and adopt models such as diversified equity, introduce partners, actively use and optimize stock assets and increase return on assets for the business entities with lower level of profitability; block the "bleeding point" by closing, stopping and merging the production lines or enterprises or transferring the assets thereof where breakeven could not be achieved even by implementing various measures; explore new development models for the old enterprises whose capability in sustainable development is not strong and rely on the relevant national policies.

4.

Deepen efforts in operational transformation and reinforce its fundamental management. Continue to push forward transformation of its operation, strengthen the leadership level of management structure and reinforce the concept of lean management and the development of capability. At the same time, enhance efforts in the establishment and promotion of model factory and nurture the culture of continuous improvement to boost impetus within the organization and improve management.

5.

Conduct more in-depth market research and raise operational capability through greater efforts in the strategic analysis on the market. Endeavors should be made to better grasp market opportunities and avert risks. Optimize centralized procurement and continue to engage in strategic cooperation with major suppliers and introduce more innovative procurement management. Leverage the advantages of the Company's brand, market influence as well as channel management of the Company, with a view to raise the capability in lowering procurement costs, increase sales earnings and ultimately enhance operational and management efficiencies.

6.

Scale down investments, invest in the projects on the key structural adjustment and strategic transformation of the Company with limited resources and funding, so as to ensure investment return. Expand investment channels, ensure safety of cash flows. Optimize capital structure and reduce cost of financing.

In 2013, the Group will strive to significantly reduce its losses, and turn its losses into profits in order to bring valuable returns to our shareholders.

Xiong Weiping

Chairman

Beijing, the PRC

March 27, 2013

Management's Discussion and Analysis of Financial Position and Results of Operations

Business Segments

The Group is principally engaged in alumina refining, primary aluminum smelting, aluminum fabrication products and the trading of related products and coal. The Group organizes 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 to the Group's internal aluminum plants and external customers outside the Group. This segment also includes the production and sales of chemical alumina and metal gallium.

Primary aluminum segment, which consists of procuring alumina and other raw materials, supplemental materials and electricity power, smelting alumina to produce primary aluminum and selling them to the Group's internal aluminum fabrication plants and external customers outside the Group. This segment also includes the production and sales of carbon products, aluminum alloy products and other aluminum products.

Aluminum fabrication segment, which consists of procuring primary aluminum, other raw materials, supplemental materials and electricity power, and further processing primary aluminum for the production and sales of seven main aluminum fabricated products, including casts, planks, screens, extrusions, forges, powder and die castings.

Trading segment, which consists of the trading of alumina, primary aluminum, aluminum fabrication products, other non-ferrous metal products, coal products, raw materials and supplemental materials to the Group's internal manufacture plants and external customers outside the Group in the PRC.

Corporate and other operating segment, which mainly include management of corporate, research and development activities.

Results of Operations

The Group's net loss attributable to owners of the parent for 2012 was RMB8,234 million, representing a significant decrease from a net profit of RMB238 million of the corresponding period of the preceding year. This was mainly attributable to:

1.

Due to the global economic depression, the aluminum prices continued to fall since the fourth quarter in 2011. As compared with the corresponding period of the preceding year, the full-year average sales price of Group's self-produced aluminum declined by approximately 7%. The price factor led to a year-on-year decrease of RMB6,600 million in the gross profit from the principal activities, representing 95% of the total amount of year-on-year decrease in gross profit.

At the end of 2012, the aluminum prices declined by approximately 6% as compared with the end of 2011, which caused the increase of RMB1,032 million in the balance of provision for inventory impairment at the end of 2012 as compared with the end of the preceding year.

2.

The decrease in grade and the increase in prices of the domestic bauxite. The restriction on the bauxite export imposed by the Indonesian government caused the Group to decrease its production capacity of approximately 1.70 million tonnes, which increased the costs of alumina in 2012 by approximately 4% year-on-year.

However, the production consumption of major products of the Group was in a decline trend which resulted the reduction in consumption of RMB1,184 million. Furthermore, the Group strived for the directly purchase policy, dry seasons and rainy seasons policy and multilateral pricing policy for power procurement actively, which resulted in the decrease of loss of approximately of RMB897 million.

3.

The Group pressed ahead with the structural adjustment and the strategic transformation. The development of business toward the upstream expanded the size of interest-bearing debts, which increased the finance costs by approximately 39.65%. However, as for the cash flow from operating activities, upon implementating of lean cash flow management, the Group achieved a net cash inflows of RMB1,122 million and a year-on-year fall of 0.52 percentage points regarding the average interest rate of the Group's loans and borrowings.

4.

The Group optimized the assets structure, phased out of obsolete capacity and centralized retirement of fixed assets of RMB470 million, which expanded the non-recurring loss of the Group to a certain extent.

Revenue

The Group's revenue for 2012 was RMB149,479 million, representing an increase of RMB3,605 million from RMB145,874 million of the corresponding period of the preceding year, on par with that of the preceding year. This was mainly attributable to the slightly increase in the export trading volume of the Group.

Cost of Sales

Total cost of sales of the Group was RMB149,803 million for 2012, representing an increase of RMB11,692 million or 8.47% from RMB138,111 million of the corresponding period of the preceding year. This was mainly attributable to the increase in the export trading volume and the growth in the costs of alumina.

Selling and Administrative Expenses

The Group's selling expenses for 2012 was RMB1,968 million, representing an increase of RMB345 million from RMB1,623 million of 2011. This was mainly attributable to an increase in storage and transportation expenses due to the new coal trading business and the increased sales volume, while selling expenses per unit was on par with that of the preceding year.

The Group's general and administrative expenses for 2012 were RMB2,993 million, representing an increase of RMB214 million from RMB2,779 million of 2011. This was mainly attributable to the transferring of engineering projects into fixed assets and the administrative expenses for new businesses.

Finance Costs, Net

The Group's net finance costs for 2012 were RMB4,599 million, representing an increase of RMB1,305 million from RMB3,294 million of 2011. This was primarily attributable to the Group's move towards the upstream businesses under the structural strategic adjustment, which led to an increase of RMB21.8 billion in the interest-bearing debt as compared with the balance as of the year end of 2011.

Income Tax

The Group's income tax expenses for 2012 was RMB-448 million, representing a decrease of RMB575 million from RMB127 million of the corresponding period of the preceding year. This was mainly attributable to the partial recognition of deferred tax assets due to the significant loss of the Group in 2012.

Discussion of Segment Operations

Alumina Segment

Revenue

The Group's revenue from the alumina segment of 2012 was RMB31,846 million, representing an increase of RMB719 million or 2.31% from RMB31,127 million of the corresponding period of the preceding year.

The revenue from internal sales of alumina segment of 2012 was RMB28,169 million, representing an increase of RMB103 million from RMB28,066 million of the corresponding period of the preceding year, on par with that of the preceding year.

The revenue from external sales of alumina segment of 2012 was RMB3,677 million, representing an increase of RMB616 million or 20.12% from RMB3,061 million of the corresponding period of the preceding year.

Segment Loss

The Group's loss in the alumina segment of 2012 was RMB3,745 million, representing a decrease of RMB4,097 million from the profit of RMB352 million of the corresponding period of the preceding year.

Primary Aluminum Segment

Revenue

The Group's revenue from the primary aluminum segment of 2012 was RMB58,036 million, representing an increase of RMB56 million from RMB57,980 million of the corresponding period of the preceding year, on par with that of the preceding year.

The revenue from internal sales of the primary aluminum segment of 2012 was RMB25,581 million, representing a decrease of RMB511 million from RMB26,092 million of the corresponding period of the preceding year, on par with that of the preceding year.

The revenue from external sales of primary aluminum segment of 2012 was RMB32,455 million, representing an increase of RMB567 million from RMB31,888 million of the corresponding period of the preceding year, on par with that of the preceding year.

Segment Loss

The Group's loss in the primary aluminum segment of 2012 was RMB3,085 million, representing a decrease of RMB3,990 million from the profit of RMB905 million of the corresponding period of the preceding year.

Aluminum Fabrication Segment

Revenue

The Group's revenue from the aluminum fabrication segment of 2012 was RMB9,567 million, representing a decrease of RMB2,228 million or 18.89% from RMB11,795 million of the corresponding period of the preceding year.

Segment Loss

The Group's loss in the aluminum fabrication segment of 2012 was RMB1,386 million, representing an increase of loss of RMB1,050 million from the loss of RMB336 million of the corresponding period of the preceding year.

Trading Segment

Revenue

The Group's revenue from the trading segment of 2012 was RMB117,295 million, representing an increase of RMB8,123 million or 7.44% from RMB109,172 million of the corresponding period of the preceding year.

The revenue from internal sales of trading segment was of 2012 RMB12,522 million, representing an increase of RMB2,674 million or 27.15% from RMB9,848 million of the corresponding period of the preceding year, among which, the revenue from the internal sales of products purchased from internal sources of the Group was RMB1,531 million, whereas the revenue from the internal sales of products purchased from external sources of the Group was RMB10,991 million.

The revenue from external sales of trading segment of 2012 was RMB104,773 million, representing an increase of RMB5,449 million or 5.49% from RMB99,324 million of the corresponding period of the preceding year, among which, the revenue from the external sales of self-produced products was RMB38,184 million, whereas the revenue from the external sales of products from external suppliers of the Group was RMB66,589 million.

Segment Profit

The Group's profit in the trading segment of 2012 was RMB438 million, representing a decrease of RMB233 million or 34.72% from RMB671 million of the corresponding period of the preceding year.

Corporate and Other Operating Activities

Revenue

The Group's revenue from the corporate and other operating segment of 2012 was RMB308 million, representing an increase of RMB132 million from RMB176 million of the corresponding period of the preceding year.

Segment Loss

The Group's segment loss in corporate and other operating segment of 2012 was RMB1,449 million, representing an increase of loss of RMB398 million from the loss of RMB1,051 million of the corresponding period of the preceding year, mainly due to the increase in the finance costs, which was because the move towards the upstream business under the strategic transformation and structural adjustment expanded the size of interest-bearing debts.

STRUCTURE OF ASSETS AND LIABILITIES

Current Assets and Liabilities

As of December 31, 2012, the Group's current assets amounted to RMB49,016 million, representing a decrease of RMB954 million from RMB49,970 million as of the beginning of the year.

As of December 31, 2012, the Group's cash and cash equivalents and restricted cash and time deposits amounted to RMB10,192 million, representing a decrease of RMB1,453 million from RMB11,645 million as of the beginning of the year, mainly due to the reduction of the cost of capital and compression in capital stock scale.

As of December 31, 2012, the Group's net balance of inventories amounted to RMB25,596 million, representing an increase of RMB1,472 million from RMB24,124 million as of the beginning of the year, primarily due to an increase in inventories upon the Group's newly commissioned capacity and the expansion of trade volume.

As of December 31, 2012, the Group's current liabilities amounted to RMB83,853 million, representing an increase of RMB21,493 million from RMB62,360 million as of the beginning of the year, primarily due to the new issuance of debt financing instruments and additional interest-bearing debts resulting from the Group's efforts in optimization of its debt portfolio with lower interest-bearing borrowings.