致：香港交易及結算所有限公司 公司名稱: 中國鋁業股份有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年5月31日 狀態: 新提交 呈交日期: 2025年6月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 A | | | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 601600 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 13,211,666,110 | RMB | | 1 | RMB | | 13,211,666,110 | | 增加 / 減少 (-) | | | 0 | | | | RMB | | 0 | | 本月底結存 | | | 13,211,666,110 | RMB | | 1 | RMB | | 13,211,666,110 | | 2 ...

Investment Rating - The investment rating for the non-ferrous metals sector is "Positive" (maintained) [5] Core Viewpoints - Copper prices are fluctuating within a narrow range, awaiting further macroeconomic catalysts. The weekly changes in copper prices are -0.05% for London copper, -0.24% for Shanghai copper, and -3.35% for New York copper. Domestic copper inventory has increased by 7.2% to 106,000 tons [5][22] - Aluminum prices are stable with ongoing inventory depletion. The price of alumina has risen by 2.95% to 3,320 CNY/ton, while electrolytic aluminum prices have decreased by 0.40% to 20,100 CNY/ton [5][31] - Lithium prices continue to decline, with carbonate lithium down 3.73% to 60,700 CNY/ton. The supply side has not shown significant production cuts yet, which is a major factor suppressing lithium prices [5][72] - Cobalt prices remain under pressure due to weak demand, with potential policy changes in the Democratic Republic of Congo that could create rebound opportunities [5][84] Summary by Sections 1. Industry Overview - The non-ferrous metals sector has underperformed, with the Shenwan non-ferrous index down 2.40%, lagging behind the Shanghai Composite Index by 2.38 percentage points [11] - The sector's PE_TTM is 17.86, down 0.50 from the previous week, while the PB_LF is 2.05, down 0.06 [17][20] 2. Industrial Metals 2.1 Copper - London copper prices decreased by 0.05%, while Shanghai copper prices fell by 0.24%. London copper inventory dropped by 9.02%, while Shanghai inventory increased by 7.22% [22] 2.2 Aluminum - London aluminum prices increased by 0.02%, while Shanghai aluminum prices decreased by 0.40%. The inventory of both London and Shanghai aluminum has decreased [31] 2.3 Lead and Zinc - London lead prices fell by 1.29%, and Shanghai lead prices decreased by 0.92%. London zinc prices dropped by 0.67%, while Shanghai zinc prices fell by 0.07% [42] 2.4 Tin and Nickel - London tin prices decreased by 6.80%, and Shanghai tin prices fell by 4.45%. Nickel prices also saw a decline [57] 3. Energy Metals 3.1 Lithium - Lithium carbonate prices fell by 3.73% to 60,700 CNY/ton, with lithium demand currently in a seasonal downturn [72] 3.2 Cobalt - Domestic cobalt prices decreased by 1.68% to 234,000 CNY/ton, with potential for policy changes in the DRC to impact future prices [84]

Core Viewpoint - China Aluminum's performance is improving, with significant share buybacks from its controlling shareholder and positive financial results reported for 2024 [1][2]. Financial Performance - In 2024, China Aluminum achieved operating revenue of 237.066 billion yuan, a year-on-year increase of 5.21% [5][6]. - The net profit for 2024 was 12.4 billion yuan, reflecting a substantial year-on-year growth of 85.38% [5][6]. - The return on equity (ROE) reached 19.26%, an increase of 7.33 percentage points compared to the previous year, outperforming industry benchmarks for three consecutive years [6][5]. - The debt-to-asset ratio was 48.10%, marking the lowest level in the past decade [6]. Share Buyback Activity - As of May 28, the controlling shareholder, China Aluminum Group, and its concerted parties have cumulatively bought back 192 million shares, amounting to approximately 1.007 billion yuan [2][3]. - This buyback represents 1.12% of the company's total issued share capital, achieving the lower limit of their planned buyback amount [2][3]. Market Conditions - The domestic aluminum market continues to grow, with China maintaining its position as the world's largest aluminum producer and consumer for 23 consecutive years [5]. - In 2024, domestic alumina prices ranged from 3,156 yuan/ton to 5,780 yuan/ton, with an average price of 4,084 yuan/ton, reflecting a year-on-year increase of 39.9% [5]. - International alumina prices also saw significant increases, with an average price of 502 USD/ton, up 46% year-on-year [5]. Strategic Developments - The company is focusing on structural adjustments and enhancing its industrial development advantages [7]. - China Aluminum is advancing its exploration and development of bauxite resources, with a new resource addition of 73.55 million tons in the year [7]. - The company is implementing multiple projects in clean energy and aluminum production, with a notable 45.5% of its electrolytic aluminum production utilizing clean energy [7].

Group 1 - China Aluminum Corporation convened the 34th meeting of the 8th Board of Directors and the 18th meeting of the 8th Supervisory Board on May 28, 2025, to approve the proposal regarding the repurchase and cancellation of certain restricted stocks granted to incentive objects [1] - A total of 654,408 shares of restricted stock will be repurchased and canceled, resulting in a reduction of the company's total shares from 17,155,632,078 to 17,154,977,670 shares, and a decrease in registered capital from RMB 17,155,632,078 to RMB 17,154,977,670, amounting to a reduction of RMB 654,400 [1] - The repurchase involves various incentive objects, including 6 retired individuals, 1 individual who terminated the labor relationship, 2 voluntarily resigned individuals, and 4 individuals with negative circumstances [1] Group 2 - Due to the capital reduction from the repurchase, the company is required to notify creditors, who have the right to claim debts or request guarantees within specified timeframes [2] - Creditors must submit their claims with valid documentation at the designated location during the specified period [2]

General Principles - The board of directors is the permanent executive and decision-making body of the company, responsible to the shareholders' meeting and reporting on its work [3][6] - The board must ensure effective governance and decision-making processes in accordance with relevant laws and regulations [3][4] Board Composition - The board consists of nine directors, with external directors (including non-executive and independent directors) making up more than half of the board [4][5] - At least three independent directors are required, accounting for one-third or more of the board, with at least one being a professional accountant [4][11] Director Responsibilities - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [4][12] - Directors are required to attend board meetings and express clear opinions on matters discussed [5][19] Election and Term of Directors - Directors are elected for a term of three years, with the possibility of re-election, but independent directors cannot serve more than six consecutive years [4][9] - The election process for non-independent directors must be transparent and fair, with nominations requiring consent from the candidates [9][24] Independent Directors - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][29] - They have specific rights, including the ability to hire external advisors and propose meetings to address issues affecting the company or minority shareholders [36][39] Board Committees - The board may establish specialized committees, such as the audit committee, nomination committee, and remuneration committee, to handle specific tasks and report back to the board [20][25] - Each committee must have a majority of independent directors, ensuring unbiased oversight [25][26] Meeting Procedures - The board must hold at least four regular meetings annually, with additional meetings called as necessary [23][24] - Meeting notifications must be sent in advance, and urgent meetings can be called with shorter notice [23][24] Director Training and Development - The company is responsible for providing ongoing training for directors to ensure they understand their rights, responsibilities, and relevant regulations [22][39] - Directors are expected to actively participate in training and development programs [22][39]

Core Viewpoint - The announcement states that the second unlock condition for the initial grant of the 2021 Restricted Stock Incentive Plan of China Aluminum Corporation has been fulfilled, allowing 904 eligible participants to unlock a total of 32,083,238 shares, which represents approximately 0.19% of the company's total share capital [4][14][15]. Summary by Sections Incentive Plan Approval and Implementation - The board of directors and the supervisory board approved the relevant proposals regarding the 2021 Restricted Stock Incentive Plan, ensuring that independent directors provided independent opinions on the matters [1][2][5]. Unlock Conditions Achievement - The second unlock period for the initial grant of the incentive plan is set to expire, with the unlock conditions met as the company did not experience any negative audit opinions or significant violations in the past year [6][8][11]. Details of Unlockable Shares - A total of 904 eligible participants can unlock 32,083,238 shares, which is about 0.19% of the total share capital. The unlockable shares will be processed after the necessary procedures are completed [4][14][15]. Opinions from the Compensation Committee and Supervisory Board - The Compensation Committee confirmed that the unlock conditions have been met and that the eligibility of the 904 participants is valid. The supervisory board also agreed that the unlock conditions were fulfilled according to the relevant regulations [15][6]. Legal Opinion - The legal opinion from Beijing Jincheng Tongda & Neal Law Firm states that the company has obtained the necessary approvals for the unlock process, and it complies with all relevant laws and regulations [15].

Core Viewpoint - China Aluminum Corporation announced the repurchase and cancellation of 654,408 restricted stocks granted to certain incentive targets that have not yet been released from restrictions, along with adjustments to the repurchase prices for these stocks [1][12][19] Summary by Relevant Sections Repurchase and Cancellation Details - The number of restricted stocks to be repurchased and canceled is 654,408 shares [1] - The adjusted repurchase price for the initially granted restricted stocks is changed from RMB 2.85 per share to RMB 2.72 per share, while the price for reserved granted restricted stocks is adjusted from RMB 2.01 per share to RMB 1.88 per share [1][12] Decision-Making Process - The decision to adjust the repurchase prices and cancel the restricted stocks was approved during the meetings of the Board of Directors and the Supervisory Board [1][6][18] - Independent directors provided independent opinions on the related matters, ensuring compliance with relevant regulations [16][18] Reasons for Repurchase - The repurchase is due to the retirement of six incentive targets who will not continue their roles in the company, as well as one target who left due to uncontrollable work relocation [8][17] - Additionally, two targets voluntarily left the company, and four targets were found to have negative circumstances requiring the return of benefits from stock incentives [10][17] Financial Impact - The total amount allocated for the repurchase of restricted stocks is RMB 1,779,990 (excluding interest) [14] - The repurchase and cancellation of these stocks are not expected to have a significant impact on the company's financial status or operational results [15][18] Share Capital Structure Changes - Following the repurchase and cancellation, the company's share capital structure will change, with the total shares decreasing from 17,155,632,078 to 17,154,977,670 [15] Legal Compliance - The repurchase and price adjustment actions have been confirmed to comply with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders, particularly minority shareholders [16][19]

Core Viewpoint - China Aluminum Corporation plans to abolish its supervisory board and amend its articles of association, shareholder meeting rules, and board meeting rules in accordance with new regulations effective from July 1, 2024 [1][2]. Summary by Sections Proposed Changes - The company intends to cancel the supervisory board, transferring its powers to the board's audit committee [2]. - The board structure will be adjusted to include a new employee director [2]. - Other amendments will be made to align with the latest legal and regulatory requirements [2]. Legal Compliance - The proposed amendments are in accordance with the new Company Law of the People's Republic of China, the China Securities Regulatory Commission's transitional arrangements, and updated guidelines for listed companies [1][2][3]. Shareholder Approval - The proposed changes require approval from the company's shareholders at a forthcoming meeting [2]. Document References - The announcement includes attachments detailing the revised articles of association, shareholder meeting rules, and board meeting rules [2].

Core Points - The Supervisory Board of China Aluminum Corporation reviewed and approved the proposals regarding the repurchase and cancellation of certain restricted stocks and the adjustment of repurchase prices [1][2][3] - The repurchase price for the initially granted restricted stocks was adjusted from RMB 2.85 per share to RMB 2.72 per share, and the reserved repurchase price was adjusted from RMB 2.01 per share to RMB 1.88 per share [1][2] - A total of 654,800 shares of restricted stocks will be repurchased and canceled due to various reasons including retirement and negative circumstances of the incentive targets [2][3] Summary of Proposals - The repurchase and cancellation of restricted stocks is in compliance with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders, especially minority shareholders [2] - The company decided to retain the restricted stocks for certain targets who met performance assessment periods while canceling the qualifications of others who did not meet the requirements [2][3] - The second unlock condition for the initially granted restricted stock incentive plan has been achieved, allowing for the release of 32,053,238 shares for 904 incentive targets [4]

Core Viewpoint - China Aluminum Corporation announced the decisions made during the 18th meeting of the 8th Supervisory Board, focusing on the repurchase and cancellation of certain restricted stocks and the adjustment of repurchase prices [1][3]. Summary by Sections Stock Repurchase and Price Adjustment - The Supervisory Board approved the repurchase and cancellation of restricted stocks that have been granted but not yet released from restrictions, adjusting the repurchase price from RMB 2.85 per share to RMB 2.72 per share for the initial grant and from RMB 2.01 per share to RMB 1.88 per share for reserved grants [1][2]. Cancellation of Incentive Object Qualifications - The company decided to cancel the qualifications of 6 incentive objects who have retired and will not continue to work for the company, retaining their restricted stocks that meet performance assessment and tenure requirements, totaling 31,793 shares for repurchase [2]. - One incentive object was also canceled due to objective reasons leading to termination, retaining 4,255 shares for repurchase [2]. - Two incentive objects who voluntarily resigned had their qualifications canceled, leading to the repurchase of 176,400 shares [2]. - Four incentive objects with negative circumstances had their qualifications canceled, resulting in the repurchase of 441,960 shares [2]. Total Repurchase Impact - The total number of restricted stocks to be repurchased and canceled amounts to 654,408 shares, which will reduce the company's registered capital by RMB 654,408 [3]. Approval of Release Conditions - The Supervisory Board confirmed that the conditions for the second release period of the 2021 restricted stock incentive plan have been met, allowing for the release of 32,083,238 shares for 904 incentive objects [4].