（扎铝二期）中标的公告 证券代码：601068 证券简称：中铝国际 公告编号：临2024-045 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误 导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法 律责任。 中铝国际工程股份有限公司 关于通辽市扎哈淖尔35万吨绿电铝项目 2024年9月23日，中铝国际工程股份有限公司（以下简称公司）全 资子公司沈阳铝镁设计研究院有限公司（牵头方，以下简称沈阳院）与 中国二十二冶集团有限公司（以下简称二十二冶）、公司全资子公司中 国有色金属工业第六冶金建设有限公司（以下简称六冶）、云南建投机 械制造安装工程有限公司（以下简称云南建投机械）组成联合体，中标 通辽市扎哈淖尔35万吨绿电铝项目(扎铝二期)。 一、项目基本情况 2 二、联合体分工安排 沈阳院负责整体项目设计、设备材料采购，二十二冶、六冶、云南 建投机械承担项目建筑安装工作。 三、协议履行对上市公司的影响 若该项目合同正式签订并顺利实施，则有利于扩大公司经营规模， 对公司当期及未来年度业绩产生积极影响，有利于提升公司的持续盈利 能力，但影响公司财务指标的具体金额目前尚无法测算。 四、协议履行的风险 ...

Financial Performance - Operating revenue reached RMB 10.710 billion, representing a year-on-year increase of 11.31%[5] - Net profit attributable to shareholders of the listed company was RMB 1.56 billion[5] - The company's operating revenue for the first half of 2024 reached RMB 10,710,476 thousand, representing an increase of 11.31% compared to RMB 9,622,056 thousand in the same period last year[13] - Net profit attributable to shareholders of the listed company was RMB 155,989 thousand, a significant recovery from a loss of RMB 831,259 thousand in the previous year[14] - The net profit after deducting non-recurring gains and losses was RMB 66,325 thousand, compared to a loss of RMB 1,021,136 thousand in the same period last year[13] - Basic earnings per share for the first half of 2024 was RMB 0.02, recovering from a loss of RMB 0.30 per share in the same period last year[14] - The weighted average return on net assets was 2.98%, a significant improvement from -18.91% in the previous year[14] - The company's total assets increased to RMB 41,719,313 thousand, up 1.89% from RMB 40,943,803 thousand at the end of the previous year[13] - The net assets attributable to shareholders of the listed company decreased to RMB 6,144,309 thousand, down 12.43% from RMB 7,016,541 thousand at the end of the previous year[13] Contracts and Revenue - New signed industrial contracts amounted to RMB 11.107 billion, accounting for 85.49% of the total new contracts signed[5] - In the first half of 2024, the company signed new industrial contracts worth 11.107 billion yuan, accounting for 85.49% of the total new contracts signed during this period[20] - New contracts signed in the first half of 2024 totaled RMB 12.992 billion, with industrial contracts accounting for RMB 11.107 billion, representing 85.49% of the total[43] - The company's overseas business revenue was RMB 1.886 billion, showing a significant year-on-year growth of 88.32%[5] - The proportion of revenue from overseas industrial projects has significantly increased, contributing to the optimization of the company's business structure[15] Business Strategy and Development - The company aims to strengthen market expansion by deepening its internal market and expanding its international market, focusing on EPC, maintenance, and mining services[21] - The company plans to enhance project management standards and compliance to ensure quality execution of projects[21] - The company is committed to technological innovation, supporting the green and low-carbon transformation of traditional industries within the aluminum, copper, and lead-zinc sectors[21] - The company is transitioning from a single design and construction model to a comprehensive EPC contracting approach[21] - The company is focusing on digital transformation, including the development of ERP and smart construction platforms to enhance operational efficiency[21] - The company is actively expanding its market share through a financing and construction operation model, anticipating over 3 trillion yuan in equipment upgrades from central enterprises in the next five years[26] - The company is focusing on eight key areas, including aluminum processing and rare metal smelting, while also addressing carbon neutrality and digital transformation in the industry[28] Risk Management - The company faces risks including safety and environmental risks, market changes, and cash flow risks[3] - The company has not encountered any non-operating fund occupation by controlling shareholders or related parties[2] - The company is actively pursuing legal actions to recover long-term receivables, resulting in a significant increase in credit impairment reversal[61] Corporate Governance and Compliance - The company emphasizes the importance of accurate and complete financial reporting, with all board members present at the meeting[2] - The company has adhered to all provisions of the Corporate Governance Code as per the Hong Kong Stock Exchange Listing Rules during the six months ending June 30, 2024[119] - The Audit Committee has reviewed and confirmed the unaudited interim results for the six months ending June 30, 2024, ensuring compliance with applicable accounting standards and legal requirements[124] - The company has established a modern corporate governance structure with effective checks and balances among the shareholders' meeting, board of directors, supervisory board, and senior management[119] Employee and Labor Relations - The company has a total of 11,947 registered employees, with 11,174 on duty, of which 76.46% were male and 23.54% were female[157] - The company has established a corporate annuity system to provide further retirement security for employees[160] - The company’s training programs include management skills, overseas exchange programs, and other courses to enhance employee capabilities[160] - The company has not experienced any strikes or labor disputes that affected its management operations during the reporting period[160] Environmental and Social Responsibility - The company emphasizes ecological protection and pollution prevention, implementing strict controls on wastewater, waste gas emissions, and noise during construction[126] - The company actively promotes green development concepts and conducts environmental impact assessments in accordance with national regulations[126] - The company invested a total of RMB 1.403 million in rural revitalization efforts, including RMB 1.358 million for purchasing agricultural products and RMB 45,000 for financial support[128] - The company has published its 2023 Environmental, Social, and Governance (ESG) report summarizing its commitments and achievements in the ESG field over the past year[127] Financial Position and Liabilities - The company's total current liabilities as of June 30, 2024, were RMB 27.74 billion, with accounts payable and notes payable amounting to RMB 15.294 billion[78] - The capital debt ratio increased to approximately 55.78% as of June 30, 2024, compared to 43.56% at the end of 2023, primarily due to an increase in borrowings[81] - The company reported a significant increase in short-term borrowings, totaling RMB 2.118 billion, which is a 57.64% increase year-on-year[75] - The company reported a guarantee amount of 5,320,717 that exceeds 50% of net assets[156] Shareholder Information - China Aluminum Group Co., Ltd. holds 2,176,758,534 shares, accounting for 73.56% of the total issued shares[169] - The company has a significant controlling interest, with China Aluminum Group and its subsidiaries holding a combined total of 2,263,684,000 shares, representing about 76.50% of the total share capital[176] - The company has a total of 42,702 ordinary shareholders as of the end of the reporting period[167]

证券代码：601068 证券简称：中铝国际 公告编号：临 2024-044 中铝国际工程股份有限公司 关于召开 2024 年半年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担 法律责任。 重要内容提示： 会议召开时间：2024 年 9 月 6 日（星期五）下午 15:00-16:30 （二）会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/） （三）会议召开方式：上证路演中心视频录播和网络互动 三、参加人员 会议召开地点：上海证券交易所上证路演中心（网址： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心视频录播和网络互动 投资者可于 2024 年 8 月 28 日（星期三）至 9 月 5 日（星期四） 16:00 前登录上证路演中心网站首页，点击"提问预征集"栏目 （http://roadshow.sseinfo.com/questionCollection.do），根据活 动时间选中本次活动并向公司提问，或通过中铝国际工 ...

Financial Performance - The operating revenue for the first half of 2024 reached RMB 10.71 billion, representing a year-on-year increase of 11.31%[12] - The net profit attributable to shareholders of the listed company was RMB 1.56 billion[12] - New overseas contracts signed amounted to RMB 1.01 billion, an increase of 10.73% year-on-year[12] - The revenue from overseas operations was RMB 1.89 billion, showing a significant growth of 88.32%[12] - The equipment manufacturing business generated revenue of RMB 1.20 billion, with a year-on-year growth of 7.45%[12] - The company's operating revenue for the first half of 2024 reached RMB 10,710,476, an increase of 11.31% compared to RMB 9,622,056 in the same period last year[21] - The net profit attributable to shareholders was RMB 155,989, a significant recovery from a loss of RMB 831,259 in the previous year[21] - Basic earnings per share improved to RMB 0.02 from a loss of RMB 0.30 in the same period last year[22] - The weighted average return on net assets was 2.98%, recovering from -18.91% in the previous year[22] - The company achieved operating revenue of 10.71 billion yuan, an increase of 11.31% year-on-year, with overseas business revenue reaching 1.886 billion yuan, up 88.32% year-on-year[28] - The net profit attributable to shareholders was 156 million yuan, marking a turnaround from a loss to profit year-on-year[28] - Operating costs for the first half of 2024 were RMB 9.685 billion, reflecting a year-on-year increase of 12.91%[71] - The total operating cost was RMB 9.68 billion, up 12.91% year-on-year, primarily due to increased costs associated with higher revenue[99] Risk Management - The company emphasizes the importance of risk management, highlighting potential risks such as safety and environmental risks, market changes, and cash flow risks[8] - The company is facing cash flow risks due to external market conditions, with a focus on optimizing cash collection strategies and reducing reliance on funding during project implementation[125] Corporate Governance - The board of directors confirmed the accuracy and completeness of the half-year report, ensuring no significant omissions or misleading statements[7] - The company has established a modern corporate governance structure that includes a shareholders' meeting, board of directors, supervisory board, and senior management, ensuring effective checks and balances[146] - The company has appointed three independent non-executive directors, ensuring compliance with the Hong Kong Stock Exchange regulations[148] - The audit committee, consisting of three directors, is responsible for reviewing the company's internal control systems and financial monitoring[149] - The audit committee confirmed that the unaudited interim results for the six months ended June 30, 2024, comply with applicable accounting standards and legal requirements[152] - The company has adhered to the Corporate Governance Code and has implemented all relevant provisions during the reporting period[146] - The audit committee has reviewed the financial statements and internal control evaluations, ensuring the adequacy of resources and qualifications of financial reporting personnel[150] - The company has established guidelines for employees regarding securities trading, ensuring compliance with the standards set for directors and supervisors[147] - The company has maintained a high level of corporate governance, continuously reviewing its practices to protect shareholder interests[146] Market Expansion and Strategy - The company plans to strengthen market expansion, focusing on internal markets, domestic markets, and international markets, while enhancing technology-driven marketing strategies[29] - The company is actively pursuing market expansion in overseas markets, particularly in India and Indonesia, to enhance its EPC and mining operations[124] - The company aims to enhance market development and business structure adjustment through "contract enhancement" and "overseas development" initiatives[62] - The company is focusing on EPC project development in Guinea, Nigeria, Laos, India, and Indonesia[63] Technological Advancements - The company is focused on providing advanced technology and integrated service solutions in the non-ferrous metal industry[11] - The company has developed advanced mining technologies suitable for extreme conditions, including high-altitude and low-temperature environments, enhancing safety and efficiency in mining operations[39] - The company holds a leading position in aluminum electrolysis technology, with design capacity exceeding 80% of China's total, and has exported technology to multiple countries including Turkey and Italy[41] - The company has established a complete set of technology for producing 1.4 million tons per year of alumina using the Bayer process, with a market share of 70% for its energy-efficient roasting furnaces[41] - The company is focusing on eight key areas, including aluminum processing and rare metal smelting, while also emphasizing carbon neutrality and digital transformation in its operations[38] - The company has a strong R&D capability with 5 first-class design research institutes and over 5,700 technical personnel, including 51 national and industry experts[37] - The company has developed key technologies for deep mining and tailings dam safety monitoring, contributing to the overall safety and efficiency of mining operations[39] - The company has achieved significant advancements in carbon materials, with its designs accounting for 73% of the national production capacity for pre-baked anodes[41] Environmental and Social Responsibility - The company has not reported any environmental incidents during the reporting period and adheres strictly to national environmental laws and regulations[153] - The company promotes green development by implementing energy-saving and environmentally friendly technologies in construction projects[154] - The company has signed responsibility agreements for safety and environmental protection with all employees to enhance environmental awareness[154] - The company actively participates in national environmental protection conferences to promote green and low-carbon development[155] - The company has engaged in community support initiatives, including training for sustainable agricultural practices[158] Legal Matters - The company is involved in a significant lawsuit regarding a construction contract dispute with Henan Jingnong Construction Engineering Co., amounting to approximately 43.14 million RMB[163] - Another ongoing litigation involves a construction contract dispute with China Fourth Metallurgical Construction Co., with an amount of approximately 84.34 million RMB, which has been concluded[164] - The company has reached a settlement in a dispute with Weishi Xuanruilong Real Estate Co., with a claim amount of approximately 85.19 million RMB, and the case has been closed[164] - The company has indicated that there are no significant legal or regulatory issues affecting its operations during the reporting period[166] Shareholder Information - The total share capital of the company as of June 30, 2024, is RMB 2,959,066,667, consisting of 2,959,066,667 shares with a par value of RMB 1.00 each, including 399,476,000 H shares and 2,559,590,667 A shares[186] - The largest shareholder, China Aluminum Group Co., Ltd., holds 2,176,758,534 shares, representing 73.56% of the total shares[194] - The top ten shareholders collectively hold 77.16% of the company's total shares, including 2,263,684,000 A shares and 19,495,000 H shares held indirectly through subsidiaries[196] - The report indicates that there are no significant changes in the shareholding structure compared to the previous period[197] - The company has not identified any related party relationships or concerted actions among the major shareholders[196]

[Definitions](index=5&type=section&id=Item%20I%20Definitions) This section provides definitions of key terms used throughout the report [Company Profile and Key Financial Indicators](index=5&type=section&id=Item%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section introduces the company and presents its key financial performance and position for the reporting period [Company Profile](index=5&type=section&id=Company%20Profile) Aluminum Corporation of China International Engineering Co., Ltd. (CHALIECO) is a company listed on both the Shanghai Stock Exchange (A-share: 601068) and the Hong Kong Stock Exchange (H-share: 2068), with Li Yihua as its legal representative and its main office in Beijing - **Chinese Name**: Aluminum Corporation of China International Engineering Co., Ltd[9](index=9&type=chunk) - **Stock Abbreviation**: CHALIECO[9](index=9&type=chunk) - **A-share Code**: 601068 (Shanghai Stock Exchange)[13](index=13&type=chunk) - **H-share Code**: 2068 (Hong Kong Stock Exchange)[13](index=13&type=chunk) - **Legal Representative**: Li Yihua[13](index=13&type=chunk) [Key Accounting Data and Financial Indicators](index=7&type=section&id=Key%20Accounting%20Data%20and%20Financial%20Indicators) In the first half of 2024, the company achieved operating revenue of 10.71 billion yuan, an 11.31% year-on-year increase, and turned a profit with net income attributable to shareholders of 156 million yuan, compared to a loss of 831 million yuan in the prior year, despite a widened net cash outflow from operating activities of 2.035 billion yuan, while total assets grew by 1.89% to 41.719 billion yuan Major Accounting Data (Unit: RMB Thousand) | Indicator | Current Period (Jan-Jun) | Prior Period (Adjusted) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 10,710,476 | 9,622,056 | 11.31% | | Net Profit Attributable to Shareholders | 155,989 | -831,259 | Not Applicable | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 66,325 | -1,021,136 | Not Applicable | | Net Cash Flow from Operating Activities | -2,034,849 | -862,869 | Not Applicable | | **Indicator** | **End of Current Period** | **End of Prior Year (Adjusted)** | **Change from Prior Year-End (%)** | | Net Assets Attributable to Shareholders | 6,144,309 | 7,016,541 | -12.43% | | Total Assets | 41,719,313 | 40,943,803 | 1.89% | Key Financial Indicators | Indicator | Current Period (Jan-Jun) | Prior Period (Adjusted) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.02 | -0.30 | Not Applicable | | Weighted Average Return on Net Assets (%) | 2.98 | -18.91 | Not Applicable | - Company performance improvement primarily resulted from revenue growth in **engineering design** and **equipment manufacturing businesses**, along with improved structure in engineering construction and a significant increase in overseas industrial project revenue[16](index=16&type=chunk) Non-recurring Gains and Losses (Unit: RMB Thousand) | Non-recurring Gains and Losses Item | Amount | | :--- | :--- | | Reversal of impairment provisions for individually tested receivables | 65,197 | | Fund occupation fees received from non-financial enterprises recognized in current profit/loss | 24,001 | | Debt restructuring gains and losses | 21,877 | | Other non-operating income and expenses apart from the above | 18,346 | | Government grants recognized in current profit/loss | 13,798 | | **Total** | **89,664** | [Chairman's Statement](index=9&type=section&id=Item%20III%20Chairman%27s%20Statement) Chairman Li Yihua stated that in the first half of 2024, the company firmly pursued its "Technology + International" strategy, achieving positive progress and a turnaround to profitability, with a focus on strengthening operations, promoting transformation, and deepening reforms in the second half to build a high-quality "New CHALIECO" Key Operating Data for H1 2024 | Indicator | Amount/Ratio | YoY Change | | :--- | :--- | :--- | | New Industrial Contracts | 11.107 billion yuan | Accounted for 85.49% of total new contracts | | New CHINALCO Group Internal Contracts | 4.028 billion yuan | Increased by 43.24% | | New Overseas Contracts | 975 million yuan | Increased by 6.79% | | Operating Revenue | 10.71 billion yuan | Increased by 11.31% | | Overseas Business Revenue | 1.886 billion yuan | Increased by 88.32% | | Net Profit Attributable to Parent | 156 million yuan | Turned loss into profit | - Second half strategic priorities: - **Strengthen Operations**: Deepen cultivation of CHINALCO Group internal market, consolidate domestic market, expand international market, and comprehensively develop EPC, maintenance, and mining services[18](index=18&type=chunk) - **Promote Transformation**: Fully return to advantageous industrial sectors, serve CHINALCO Group's main business, strengthen technological innovation, and support green, low-carbon, and intelligent upgrades of traditional industries[18](index=18&type=chunk) - **Deepen Reforms**: Drive business, management, and organizational system reforms, deepen market-oriented incentive mechanisms, and accelerate the construction of ERP and digital design platforms[18](index=18&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Item%20IV%20Management%20Discussion%20and%20Analysis) This section provides an in-depth analysis of the company's operations, financial condition, and future outlook, including industry trends and risk factors [Principal Business and Industry Overview](index=10&type=section&id=Principal%20Business%20and%20Industry%20Overview%20During%20the%20Reporting%20Period) The company is a modern industrial service enterprise providing comprehensive technical, engineering design, and construction services across the non-ferrous metals industry chain, with its principal businesses including engineering survey, design, and consulting, engineering construction and contracting, and equipment manufacturing, while the non-ferrous metals industry experienced robust growth, accelerated investment, and improved profitability in H1 2024, driven by global green and intelligent trends - Company's three principal businesses: - **Engineering Survey, Design & Consulting**: The company's traditional core business, with leading domestic technology and higher profit margins[19](index=19&type=chunk) - **Engineering Construction & Contracting**: Covers multiple fields, vigorously promotes EPC general contracting, and transitions to full lifecycle services[19](index=19&type=chunk) - **Equipment Manufacturing**: A high-tech industry the company focuses on developing, specializing in R&D of new processes, technologies, materials, and equipment for non-ferrous metals[20](index=20&type=chunk) - Industry trends: The non-ferrous metals industry benefited from economic recovery and industrial upgrades, showing strong growth in production, accelerated investment, and improved profitability[20](index=20&type=chunk) - Digital transformation and the development of new quality productive forces are key drivers for high-quality industry development, with high demand for new energy metal materials and an optimistic industry outlook[21](index=21&type=chunk) [Analysis of Core Competencies](index=11&type=section&id=Analysis%20of%20Core%20Competencies%20During%20the%20Reporting%20Period) The company's core competencies stem from its five major advantages: technology and talent, full industry chain services, qualifications, domestic market presence, and overseas market reach, boasting strong R&D capabilities, a large professional technical team, and leading core technologies in mining, metallurgy, and non-ferrous metal processing, along with comprehensive "three-full" service capabilities and 398 various qualifications across dozens of countries - The company possesses strong technology and talent reserves, including **51 national and industry survey and design masters**, as well as multiple national-level technology centers and postdoctoral workstations[22](index=22&type=chunk) - In several metallurgical sub-sectors, the company's designed capacity accounts for a very high proportion of the total domestic capacity, demonstrating its technological leadership: - **Electrolytic Aluminum**: Over **80%**[24](index=24&type=chunk) - **Non-ferrous Metal Processing Engineering Design**: Over **90%**[25](index=25&type=chunk) - **Pre-baked Anodes**: Approximately **73%**[28](index=28&type=chunk) - **Sponge Titanium**: Approximately **70%**[28](index=28&type=chunk) - **Graphite Electrodes**: Approximately **61%**[28](index=28&type=chunk) - **Anode Materials**: Approximately **59%**[28](index=28&type=chunk) - The company possesses "three-full" advantages, covering **all metal categories**, the **entire industry chain**, and the **full project lifecycle**, enabling it to provide one-stop integrated solutions to clients[31](index=31&type=chunk) - The company holds **398 various qualifications**, including comprehensive Grade A engineering design and special-grade general contracting for construction, indicating significant qualification advantages[31](index=31&type=chunk) [Discussion and Analysis of Operations](index=17&type=section&id=Discussion%20and%20Analysis%20of%20Operating%20Conditions) In the first half of 2024, the company achieved a net profit attributable to shareholders of 156 million yuan, successfully turning a loss into profit, driven by a focus on the non-ferrous industrial sector, optimized business structure with industrial contracts accounting for 85.49%, breakthroughs in innovative businesses like EPC and new energy, active overseas market expansion, and enhanced project execution and cost control, with plans to further strengthen market development, adjust business structure, and improve project profitability in the second half New Contract Signings for Jan-Jun 2024 | Contract Type | Number (Units) | Amount (Billion RMB) | | :--- | :--- | :--- | | Industrial Projects | 399 | 8.82 | | Engineering Survey, Design & Consulting | 1709 | 1.367 | | Equipment Manufacturing | 433 | 1.067 | | Civil Architecture | 46 | 1.378 | | Highway & Municipal | 19 | 0.269 | | **Total** | **2,668** | **12.992** | - First half operating highlights: - **Strong Operations**: New contracts totaled **12.992 billion yuan**, with industrial contracts accounting for **85.49%**; contract value within CHINALCO Group increased by **43.24%** year-on-year[33](index=33&type=chunk) - **Promote Transformation**: Achieved new breakthroughs in synergy with CHINALCO Group enterprises, made new progress in key technologies, and received **1 National Science and Technology Progress Second Prize**[34](index=34&type=chunk) - **Deepen Reforms**: Completed headquarters organizational optimization, advanced reforms in large-scale marketing and project management systems, and implemented a restricted stock incentive plan[34](index=34&type=chunk) - Second half business outlook: - **Market Development**: Vigorously expand internal and external markets of CHINALCO Group and overseas markets, focusing on non-ferrous and advantageous industrial sectors[35](index=35&type=chunk) - **Performance Improvement**: Establish a "customer-centric service" philosophy, accelerate ERP system construction, and promote project management model transformation[35](index=35&type=chunk) - **Profitability Enhancement**: Implement project operating responsibility system, optimize centralized procurement, and enhance cost control capabilities[36](index=36&type=chunk) [Analysis of Key Operating Conditions](index=23&type=section&id=Key%20Operating%20Conditions%20During%20the%20Reporting%20Period) In the first half of 2024, the company's operating revenue increased by 11.3%, driven by engineering design, equipment manufacturing, and overseas industrial projects, with a significant reversal of asset impairment losses contributing 1.243 billion yuan to the profit turnaround, while engineering construction and contracting was the largest and fastest-growing segment, equipment manufacturing saw improved gross margins, and overseas business revenue surged by 88.32%, demonstrating the success of its "going global" strategy Principal Business by Industry (Unit: RMB Thousand) | Industry Segment | Operating Revenue | Gross Margin (%) | YoY Change in Operating Revenue (%) | Change in Gross Margin from Prior Year (%) | | :--- | :--- | :--- | :--- | :--- | | Engineering Design & Consulting | 964,353 | 32.19% | -13.93% | Increased by 4.80 percentage points | | Engineering Construction & Contracting | 8,550,054 | 6.40% | 15.72% | Decreased by 1.81 percentage points | | Equipment Manufacturing | 1,196,069 | 14.10% | 7.45% | Increased by 2.29 percentage points | Principal Business by Region (Unit: RMB Thousand) | Region | Operating Revenue | Gross Margin (%) | YoY Change in Operating Revenue (%) | | :--- | :--- | :--- | :--- | | Mainland China | 8,824,190 | 8.74% | 2.36% | | Other Countries and Regions | 1,886,286 | 13.5% | 88.32% | - Key changes in income statement: - **Financial Expenses**: Increased by **220.37%** year-on-year, primarily due to a **56 million yuan** decrease in exchange gains as the impact of USD appreciation weakened[39](index=39&type=chunk)[40](index=40&type=chunk) - **Asset Impairment Losses**: A reversal resulted in a **25 million yuan** increase in profit, compared to a loss of **1.218 billion yuan** in the prior year, mainly because the impact of accounting estimate changes in H1 2023 was fully recognized in the prior year's profit and loss[44](index=44&type=chunk) - As of June 30, 2024, the company's overseas assets amounted to **4.293 billion yuan**, accounting for **10.29%** of total assets[47](index=47&type=chunk) [Risk Analysis and Countermeasures](index=28&type=section&id=Potential%20Risks%20and%20Countermeasures) The company faces key risks in safety and environmental protection, reform and business transformation, market competition, cash flow, and operating efficiency, for which it has implemented countermeasures such as safety campaigns, organizational optimization, market expansion focusing on non-ferrous metals, enhanced cash flow management, and improved project execution to boost profitability - Major risk points: - **Safety and Environmental Risks**: Inherent risks in construction and engineering fields[54](index=54&type=chunk) - **Reform and Business Transformation Risks**: Insufficient core competitiveness, reform momentum, and production factor efficiency persist[54](index=54&type=chunk) - **Market Changes and Market Competition Risks**: The proportion of contract value in the non-ferrous industry needs improvement[54](index=54&type=chunk) - **Cash Flow Risks**: Unfavorable collection situation for engineering projects and difficulty in recovering long-aged receivables[54](index=54&type=chunk) - **Operating Efficiency Risks**: In a critical period of reform and transformation, new market development requires time for accumulation[54](index=54&type=chunk) - Countermeasures: - **Safety and Environmental Protection**: Strengthen safety standardization system and focus on intrinsic safety of projects[54](index=54&type=chunk) - **Reform and Transformation**: Optimize headquarters organization, advance "four-determination" work and labor efficiency improvement reforms[55](index=55&type=chunk) - **Market Development**: Focus on non-ferrous main business, strengthen internal and external collaboration, and develop overseas markets[55](index=55&type=chunk) - **Cash Flow**: Strengthen monthly cash budgeting, optimize assessment system, and strictly implement "revenue-controlled production"[55](index=55&type=chunk) - **Operating Efficiency**: Optimize business structure, focus on synergistic marketing, and deeply carry out "performance quality improvement actions"[55](index=55&type=chunk) [Corporate Governance](index=31&type=section&id=Item%20V%20Corporate%20Governance) During the reporting period, the company held its 2023 Annual General Meeting and class shareholder meetings in compliance with procedures, experienced multiple changes in its board and senior management, including resignations and appointments of directors and the company secretary, and proceeded with its 2023 Restricted Stock Incentive Plan, which received SASAC approval and shareholder approval, with the initial grant registration completed post-period, demonstrating a sound corporate governance structure adhering to the Corporate Governance Code - During the reporting period, multiple changes occurred in the company's directors, supervisors, and senior management, including Liu Ruiping, Zhou Xinzhe, and Gui Weihua resigning from director positions, and Liu Dongjun, Yang Xu, and Zhang Ting'an being elected as new directors; Zhao Hongmei resigned as Board Secretary, with Tao Fulun taking over[62](index=62&type=chunk)[63](index=63&type=chunk) - The company advanced its 2023 Restricted Stock Incentive Plan, proposing to grant a total of no more than **29.5061 million shares**[65](index=65&type=chunk) - The plan received approval from SASAC and was passed by the general meeting of shareholders, with the initial grant registration announced on July 30, 2024, actually granting **26.7696 million shares** to **237 incentive recipients**[66](index=66&type=chunk) [Environmental and Social Responsibility](index=35&type=section&id=Item%20VI%20Environmental%20and%20Social%20Responsibility) The company highly values environmental protection and social responsibility, promoting green development and strictly adhering to regulations without major environmental incidents during the reporting period, and actively participating in rural revitalization by investing 1.403 million yuan in industrial assistance, living environment improvement, and employment support since 2024 - The company strengthens environmental protection measures in survey, design, and construction, prioritizing the use of energy-saving and environmentally friendly new processes, technologies, equipment, and materials to minimize environmental impact[70](index=70&type=chunk) - Since 2024, the company has invested **1.403 million yuan** in rural revitalization, including **1.358 million yuan** for purchasing agricultural products and **45 thousand yuan** in financial support, covering various assistance areas such as industry, drinking water, and employment[71](index=71&type=chunk) [Significant Matters](index=38&type=section&id=Item%20VII%20Significant%20Matters) During the reporting period, the company and related parties strictly fulfilled their commitments, with several significant lawsuits and arbitrations ongoing, and related party transactions primarily involving daily operations with controlling shareholder CHINALCO and its subsidiaries for engineering construction, design, and equipment manufacturing services, all within approved annual limits, in addition to providing substantial guarantees for multiple highway PPP projects [Significant Litigation and Arbitration Matters](index=40&type=section&id=Significant%20Litigation%20and%20Arbitration%20Matters) During the reporting period, the company was involved in multiple significant litigation and arbitration cases, primarily construction engineering contract disputes, including major cases with Panxian Panzhou Ancient City Development Management Co., Ltd. (382 million yuan) and Zhumadian Economic Development Zone Jiafucheng Real Estate Co., Ltd. (176 million yuan, plaintiff withdrew), with some cases still ongoing - Major lawsuits where the company is a defendant include: - Construction engineering contract dispute with China Nuclear Industry East China Construction Engineering Group Co., Ltd., involving approximately **154 million yuan**, currently in first instance[76](index=76&type=chunk) - Construction engineering contract dispute with Guizhou Huarun New Material Co., Ltd., involving approximately **145 million yuan**, currently in arbitration[77](index=77&type=chunk)[435](index=435&type=chunk) [Significant Related Party Transactions](index=42&type=section&id=Significant%20Related%20Party%20Transactions) The company's significant related party transactions primarily involve daily operating activities with its controlling shareholder CHINALCO Group and its subsidiaries, with the largest amount being approximately 1.947 billion yuan for engineering construction services, followed by 376 million yuan for engineering consulting and design services, all within the approved annual limits Key Daily Related Party Transactions (Unit: RMB Thousand) | Related Party | Transaction Type | Transaction Content | Amount | | :--- | :--- | :--- | :--- | | CHINALCO Group and its subsidiaries | Provision of Services | Engineering Construction Services | 1,947,164 | | CHINALCO Group and its subsidiaries | Provision of Services | Engineering Consulting & Design | 375,897 | | Company's Associates | Provision of Services | Engineering Construction Services | 242,437 | | CHINALCO Group and its subsidiaries | Sale of Goods | Equipment Manufacturing | 107,624 | - The company has financial business dealings with its related party, CHINALCO Finance Co., Ltd[82](index=82&type=chunk) - As of the end of the period, the company's deposit balance with this finance company was **2.011 billion yuan**, and its loan balance was **5.246 billion yuan**[83](index=83&type=chunk) [Significant Contracts and Guarantees](index=45&type=section&id=Significant%20Contracts%20and%20Their%20Performance) During the reporting period, the company provided significant guarantees for several joint PPP highway projects, with the total guarantee amount reaching 8.532 billion yuan as of the end of the period, representing a high 132.85% of the company's net assets, including 447 million yuan in debt guarantees for entities with a debt-to-asset ratio exceeding 70% Summary of Significant Guarantees (Unit: RMB Thousand) | Indicator | Amount | | :--- | :--- | | Total Guarantee Balance at Period-End (A+B) | 8,531,839 | | Total Guarantees as % of Company's Net Assets | 132.85% | | Debt Guarantees for Entities with Debt-to-Asset Ratio > 70% (D) | 447,124 | | Amount of Total Guarantees Exceeding 50% of Net Assets (E) | 5,320,717 | [Share Changes and Shareholder Information](index=51&type=section&id=Item%20VIII%20Share%20Changes%20and%20Shareholder%20Information) As of June 30, 2024, the company's total share capital was 2.959 billion shares, with no changes in share structure during the reporting period, though it increased to 2.986 billion shares post-period due to equity incentives, and controlling shareholder CHINALCO Group held 73.56% of shares, with a total of 42,702 common shareholders at period-end - Post-reporting period, due to the completion of the initial grant registration for the 2023 Restricted Stock Incentive Plan, the company's total share capital changed from **2,959,066,667 shares** to **2,985,836,267 shares**[92](index=92&type=chunk) Top Three Shareholders (as of June 30, 2024) | Shareholder Name | Number of Shares Held (Shares) | Percentage of Total Share Capital (%) | | :--- | :--- | :--- | | Aluminum Corporation of China | 2,176,758,534 | 73.56% | | HKSCC Nominees Limited | 399,476,000 | 13.50% | | Luoyang Nonferrous Metals Processing & Design Research Institute Co., Ltd. | 86,925,466 | 2.94% | [Preferred Shares Information](index=55&type=section&id=Item%20IX%20Preferred%20Shares%20Information) The company had no preferred shares during the reporting period [Bond Information](index=56&type=section&id=Item%20X%20Bond%20Information) As of the end of the reporting period, the company had two outstanding perpetual medium-term notes with a total balance of 2.8 billion yuan, and its asset-liability ratio increased to 84.59% from the prior year-end, while the interest coverage ratio improved from negative to 2.71, indicating better debt servicing capacity, though the cash interest coverage ratio significantly decreased to -12.95 Outstanding Non-financial Enterprise Debt Financing Instruments | Bond Abbreviation | Code | Bond Balance (Thousand RMB) | Interest Rate (%) | Maturity Date | | :--- | :--- | :--- | :--- | :--- | | 23 CHALIECO MTN001 | 102382877 | 1,500,000 | 4.17 | 2025/10/27 | | 23 CHALIECO MTN002 | 102383165 | 1,300,000 | 3.77 | 2025/11/24 | Key Solvency Indicators | Key Indicator | End of Current Period/Current Period | End of Prior Year/Prior Period | | :--- | :--- | :--- | | Asset-Liability Ratio (%) | 84.59 | 82.28 | | Interest Coverage Ratio | 2.71 | -6.37 | | Cash Interest Coverage Ratio | -12.95 | 1.81 | [Financial Report](index=58&type=section&id=Item%20XI%20Financial%20Report) This section presents the company's unaudited 2024 semi-annual consolidated and parent company financial statements, including the balance sheet, income statement, cash flow statement, statement of changes in shareholders' equity, and detailed notes to the financial statements, covering the company's basic information, key accounting policies and estimates, taxation, notes to consolidated financial statement items, related parties and transactions, and contingent matters [Consolidated Financial Statements](index=58&type=section&id=Consolidated%20Financial%20Statements) This section provides the consolidated balance sheet as of June 30, 2024, and the consolidated income statement, cash flow statement, and statement of changes in shareholders' equity for January-June 2024 [Parent Company Financial Statements](index=64&type=section&id=Parent%20Company%20Financial%20Statements) This section provides the parent company balance sheet as of June 30, 2024, and the parent company income statement, cash flow statement, and statement of changes in shareholders' equity for January-June 2024 [Notes to Financial Statements](index=70&type=section&id=Notes%20to%20Financial%20Statements) This section details the company's basic information, basis of financial statement preparation, statement of compliance with accounting standards, and significant accounting policies and estimates such as revenue recognition, financial instruments, long-term equity investments, fixed assets, and government grants, also disclosing taxation, detailed composition of consolidated financial statement items, related party relationships and transactions, commitments and contingencies, and post-balance sheet events

证券代码：601068 证券简称：中铝国际 公告编号：临 2024-041 中铝国际工程股份有限公司 第四届董事会第二十二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 担法律责任。 一、董事会会议召开情况 （一）中铝国际工程股份有限公司（以下简称公司）第四届董事 会第二十二次会议的召开符合《中华人民共和国公司法》等相关法律、 法规及《中铝国际工程股份有限公司章程》的规定。 （二）本次会议于 2024 年 8 月 26 日以现场结合视频通讯方式召 开。会议通知于 2024 年 8 月 12 日以邮件的方式向全体董事发出。 （一）审议批准了《关于公司 2024 年半年度报告的议案》 公司董事会同意公司 2024 年半年度报告，并同意授权董事会秘 书对前述文件予以最后完善、定稿和发布。 本议案在提交董事会审议前，已经公司董事会审核委员会审议通 过。 1 表决结果：有权表决票 9 票，同意 9 票、反对 0 票、弃权 0 票。 上述事项具体内容详见公司同日于上海证券交易所网站 （www.sse.com.cn）披露的《中铝国际工程 ...

本次增资尚待确定投资方、增资金额、最终增资所占股权比 例等，亦无法确定是否构成关联交易。本次增资事项不构成《上市公 司重大资产重组管理办法》规定的重大资产重组。 本次增资存在挂牌期间征集不到意向投资方的风险，后续实 证券代码：601068 证券简称：中铝国际 公告编号：临 2024-042 中铝国际工程股份有限公司 关于全资子公司以公开挂牌方式 引入投资者实施增资的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承 担法律责任。 重要内容提示： 中铝国际工程股份有限公司（以下简称公司）全资子公司长 沙有色冶金设计研究院有限公司（以下简称长沙院）、中国有色金属 工业昆明勘察设计研究院有限公司（以下简称昆勘院）、沈阳铝镁设 计研究院有限公司（以下简称沈阳院，与长沙院、昆勘院合称标的公 司）为进一步满足业务发展需求，提升市场竞争力，拟在广东联合产 权交易中心以公开挂牌方式引入投资者实施增资（以下简称本次增 资）。 本次增资完成后，公司仍为长沙院、昆勘院、沈阳院的控股 股东，不会改变公司合并报表范围，长沙院、昆勘院、沈阳院仍属于 公司合并报表范 ...

中铝国际工程股份有限公司第四届董事会独立董事专门会议第二次会议 根据《上海证券交易所股票上市规则》《上海证券交易 所上市公司自律监管指引第 1 号——规范运作》及《上市公 司独立董事管理办法》等的规定，中铝国际工程股份有限公 司（以下简称公司）于 2024 年 8 月 23 日召开了公司第四届 董事会独立董事专门会议第二次会议，审核了《中铝国际工 程股份有限公司关于中铝财务有限责任公司风险持续评估 报告》。审核意见如下： 一、公司对其在中铝财务有限责任公司（以下简称中铝 财务公司）办理存贷款及其他业务的风险进行了充分、客观 的评估，中铝财务公司具有合法有效的《金融许可证》《营 业执照》，建立了较为完整的内部控制制度，中铝财务公司 严格按照《企业集团财务公司管理办法》规定经营，公司与 中铝财务公司之间开展业务的风险可控。 二、中铝财务公司作为非银行金融机构，其业务范围、 业务内容和流程、内部的风险控制制度等都受到国家金融监 督管理总局的严格监督，不存在损害公司及其他股东特别是 中小股东利益的情形。 （本页以下无正文） 1 中铝国际工程股份有限公司第四届董事会独立董事专门会议第二次会议 （本页无正文，仅为中铝国际 ...

证券代码：601068 证券简称：中铝国际 公告编号：临 2024-043 中铝国际工程股份有限公司 关于修订《中铝国际工程股份有限公司章程》 的公告 | 序 号 | | 原条款内容 | 修订后内容 | | | --- | --- | --- | --- | --- | | | 第二十二条 | 公司成立后，经国务院证券主 | 第二十二条 | 公司成立后，经国务院证券主 | | | 管机构批准，2012 | 年公司首次发行境外上 | 管机构批准，2012 | 年公司首次发行境外上 | | 1 | 市外资股 36,316 | 万股，发行完成后，公司 | 市外资股 | 36,316 万股，发行完成后，公司 | | | 股本结构为：中铝集团持有 | 217,675.8534 | | 股本结构为：中铝集团持有 217,675.8534 | | | 万股，占 81.74%；洛阳院持有 | 8,692.5466 | 万股，占 | 81.74%；洛阳院持有 8,692.5466 | | 万股，占 | 3.26%；全国社会保险基金理事会 | 万股，占 | 3.26%；全国社会保险基金理事会 | 持有 | 3,631.6 | 万 ...

中铝国际工程股份有限公司 章 程 二〇一一年第二次临时股东大会审议通过 二〇一二年第一次临时股东大会修订 二〇一五年第一次临时股东大会修订 二〇一六年年度股东大会修订 二〇一九年第一次临时股东大会修订 二〇一九年第三次临时股东大会修订 二〇一九年年度股东大会、二〇二〇年第一次 A 股类别股东大会 及二〇二〇年第一次 H 股类别股东大会修订 二〇二三年第一次临时股东大会修订 二〇二三年第二次临时股东大会修订 第四届董事会第二十二次会议根据股东大会授权修订 1 | 第一章 | 总 则 4 | | --- | --- | | 第二章 | 经营宗旨和范围 6 | | 第三章 | 股份和注册资本 7 | | 第四章 | 股份增减和回购 10 | | 第五章 | 购买公司股份的财务资助 14 | | 第六章 | 股票和股东名册 15 | | 第七章 | 股东的权利和义务 22 | | 第八章 | 股东大会 27 | | 第一节 | 股东大会的一般规定 27 | | 第二节 | 股东大会的召集 29 | | 第三节 | 股东大会的提案与通知 32 | | 第四节 | 股东大会的召开 35 | | 第五节 | 股东大会的表决 ...