|As filed with Securities and Exchange Commission on April 15, 2015                         
|-------------------------------------------------------------------------------------------
|                                                                                           
|UNITED STATES                                                                              
|SECURITIES AND EXCHANGE COMMISSION                                                         
|Washington, D.C. 20549                                                                     
|                                                                                           
|_______________                                                                            
|                                                                                           
|FORM 20-F                                                                                  
|                                                                                           
|[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF                             
|THE SECURITIES EXCHANGE ACT OF 1934                                                        
|OR                                                                                         
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   
|For the fiscal year ended December 31, 2014                                                
|OR                                                                                         
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF                                   
|THE SECURITIES EXCHANGE ACT OF 1934                                                        
|OR                                                                                         
|[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF                                
|THE SECURITIES EXCHANGE ACT OF 1934                                                        
|                                                                                           
|Commission file number 001-15264                                                           
|                                                                                           
|                                                                                           
|(Exact name of Registrant as specified in its charter)                                     
|                                                                                           
|ALUMINUM CORPORATION OF CHINA LIMITED                                                      
|(Translation of Registrant's name into English)                                            
|                                                                                           
|_______________                                                                            
|                                                                                           
|People's Republic of China                                                                 
|(Jurisdiction of incorporation or organization)                                            
|                                                                                           
|_______________                                                                            
|                                                                                           
|No. 62 North Xizhimen Street, Haidian District, Beijing People's Republic of China (100082)
|(Address of principal executive offices)                                                   
|                                                                                           
|_______________                                                                            
|                                                                                           
|Ge Honglin                                                                                 
|No. 62 North Xizhimen Street, Haidian District, Beijing People's Republic of China (100082)
|(86) 10 8229 8560                                                                          
|(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)    
|                                                                                           
|_______________                                                                            
|                                                                                           
|Securities registered or to be registered pursuant to Section 12(b) of the Act.            
|                                                                                           

|Title of each class         | Name of each exchange on which registered
|--------------------------- | -----------------------------------------
|                            |                                          
|American Depositary Shares* | New York Stock Exchange, Inc.            
|Class H Ordinary Shares**   |                                          

|*  | Evidenced by American Depositary Receipts. Each American Depositary Share represents 25 H Shares.                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
|   |                                                                                                                                                               

|Securities registered or to be registered pursuant to Section 12(g) of the Act.                                              
|-----------------------------------------------------------------------------------------------------------------------------
|None                                                                                                                         
|(Title of Class)                                                                                                             
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.                                   
|None                                                                                                                         
|(Title of Class)                                                                                                             
|                                                                                                                             
|                                                                                                                             
|                                                                                                                             
|Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2014:
|                                                                                                                             

|Domestic Shares, par value RMB1.00 per share | 9,580,521,924
|-------------------------------------------- | -------------
|                                             |              
|H Shares, par value RMB1.00 per share        | 3,943,965,968
|                                             |              

|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                     
|Yes [X] No [ ]                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                     
|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                     
|Yes [ ] No [X]                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                     
|Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                             
|                                                                                                                                                                                                                                                                                                                                                                                     
|Yes [X] No [ ]                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|                                                                                                                                                                                                                                                                                                                                                                                     
|Yes [X] No [ ]                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                     
|Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                     
|U.S. GAAP [ ] International Financial Reporting Standards as issued by the International Accounting Standards Board [X] Other [ ]                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                     
|If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                     
|Item 17 [ ] Item 18 [ ]                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                     
|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                     
|Yes [ ] No [X]                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                     



|TABLE OF CONTENTS
|-----------------
|                 



|FORWARD-LOOKING STATEMENTS    | 4                                                                           
|----------------------------- | ----------------------------------------------------------------------------
|CERTAIN TERMS AND CONVENTIONS | 5                                                                           
|PART I                        | 10                                                                          
|ITEM 1.                       | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                       
|ITEM 2.                       | OFFER STATISTICS AND EXPECTED TIMETABLE                                     
|ITEM 3.                       | KEY INFORMATION                                                             
|ITEM 4.                       | INFORMATION ON THE COMPANY                                                  
|ITEM 4A.                      | UNRESOLVED STAFF COMMENTS                                                   
|ITEM 5.                       | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                
|ITEM 6.                       | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                  
|ITEM 7.                       | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                           
|ITEM 8.                       | FINANCIAL INFORMATION                                                       
|ITEM 9.                       | THE OFFER AND LISTING                                                       
|ITEM 10.                      | ADDITIONAL INFORMATION                                                      
|ITEM 11.                      | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|ITEM 12.                      | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|PART II                       |                                                                             
|ITEM 13.                      | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                             
|ITEM 14.                      | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|ITEM 15.                      | CONTROLS AND PROCEDURES                                                     
|ITEM 16A.                     | AUDIT COMMITTEE FINANCIAL EXPERT                                            
|ITEM 16B.                     | CODE OF ETHICS                                                              
|ITEM 16C.                     | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                      
|ITEM 16D.                     | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                  
|ITEM 16E.                     | PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS       
|ITEM 16F.                     | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT                                
|ITEM 16G.                     | CORPORATE GOVERNANCE                                                        
|ITEM 16H.                     | MINE SAFETY DISCLOSURE                                                      
|PART III                      |                                                                             
|ITEM 17.                      | FINANCIAL STATEMENTS                                                        
|ITEM 18.                      | FINANCIAL STATEMENTS                                                        
|ITEM 19.                      | EXHIBITS                                                                    
|                              |                                                                             



|3
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| 
| 
| 



|FORWARD-LOOKING STATEMENTS
|--------------------------
|                          



|Certain information contained in this annual report, which does not relate to historical financial information, may be deemed to constitute forward-looking statements. The words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", "believe" or similar expressions are intended to identify "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected. You should not place undue reliance on any such forward-looking statements, which speak only as of the date made. These forward-looking statements include, without limitation, statements relating to:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



|* | future general economic conditions;                                                         
|- | --------------------------------------------------------------------------------------------
|  |                                                                                             
|* | future conditions in the international and China capital markets;                           
|  |                                                                                             
|* | future conditions in the financial and credit markets;                                      
|  |                                                                                             
|* | future prices and demand for our products;                                                  
|  |                                                                                             
|* | future PRC tariff levels for alumina and primary aluminum;                                  
|  |                                                                                             
|* | sales of our products;                                                                      
|  |                                                                                             
|* | the extent and nature of, and potential for, future development;                            
|  |                                                                                             
|* | production, consumption and demand forecasts of bauxite, coal, alumina and primary aluminum;
|  |                                                                                             
|* | expansion, consolidation or other trends in the primary aluminum industry;                  
|  |                                                                                             
|* | the effectiveness of our cost-saving measures;                                              
|  |                                                                                             
|* | future expansion, investment and acquisition plans and capital expenditures;                
|  |                                                                                             
|* | competition;                                                                                
|  |                                                                                             
|* | changes in legislation, regulations and policies;                                           
|  |                                                                                             
|* | estimates of proven and probable bauxite reserves;                                          
|  |                                                                                             
|* | our research and development plans; and                                                     
|  |                                                                                             
|* | our dividend policy.                                                                        
|  |                                                                                             



|These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and future developments, as well as other factors we believe are appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depends on a number of risks and uncertainties, which could cause actual results to differ materially from our expectations. These risks are more fully described in the section headed "Item 3. Key Information - D. Risk Factors."
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



|4
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| 
| 



|CERTAIN TERMS AND CONVENTIONS
|-----------------------------
|                             



|"Chalco", "the Company", "the Group", "our company", "we", "our" and "us" refer to Aluminum Corporation of China Limited and its subsidiaries and, where appropriate, to its predecessors;                        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                  
|"A Shares" and "domestic shares"refer to our domestic ordinary shares, with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange;                                                         
|                                                                                                                                                                                                                  
|"alumina-to-silica ratio" refers to the ratio of alumina to silica in bauxite by weight;                                                                                                                          
|                                                                                                                                                                                                                  
|"aluminum fabrication" refers to the process of converting primary aluminum or recycled aluminum materials into plates, strips, bars, tubes and other fabricated products;                                        
|                                                                                                                                                                                                                  
|"AUD" or "Australian dollars"refers to the lawful currency of the Commonwealth of Australia;                                                                                                                      
|                                                                                                                                                                                                                  
|"Baotou Aluminum" refers to Baotou Aluminum Company Limited, our wholly-owned subsidiary established under the PRC law;                                                                                           
|                                                                                                                                                                                                                  
|"Baotou Group" refers to Baotou Aluminum (Group) Co., Ltd., one of our shareholders;                                                                                                                              
|                                                                                                                                                                                                                  
|"bauxite" refers to a mineral ore that is principally composed of aluminum;                                                                                                                                       
|                                                                                                                                                                                                                  
|"Bayer process" refers to a refining process that employs a strong solution of caustic soda at an elevated temperature to extract alumina from ground bauxite;                                                    
|                                                                                                                                                                                                                  
|"Board" refers to our board of directors;                                                                                                                                                                         
|                                                                                                                                                                                                                  
|"CBEX" refers to China Beijing Equity Exchange, an approved equity exchange for the transfer of state-owned assets;                                                                                               
|                                                                                                                                                                                                                  
|"Chalco Energy" refers to Chalco Energy Co., Ltd., our wholly-owned subsidiary established under the PRC law;                                                                                                     
|                                                                                                                                                                                                                  
|"Chalco Hong Kong" refers to Chalco Hong Kong Limited, our wholly-owned subsidiary established under Hong Kong Law;                                                                                               
|                                                                                                                                                                                                                  
|"Chalco Iron Ore" refers to Chalco Iron Ore Holding Limited, our subsidiary until December 2013 when we disposed of 65% of its equity interest to Chinalco;                                                       
|                                                                                                                                                                                                                  
|"Chalco Liupanshui" refers to Chalco Liupanshui Hengtaihe Mining Co., Ltd., 49% of the equity interest of which is owned by us;                                                                                   
|                                                                                                                                                                                                                  
|"Chalco Mining" refers to Chalco Mining Co., Ltd., our wholly-owned subsidiary established under the PRC law;                                                                                                     
|                                                                                                                                                                                                                  
|"Chalco Nanhai" refers to Chalco Nanhai Alloy Company, a wholly-owned subsidiary of our Group established under the PRC law;                                                                                      
|                                                                                                                                                                                                                  
|"Chalco Ruimin" refers to Chalco Ruimin Company Limited, our subsidiary until June 2013 when we disposed of 93.30% of its equity interest to Chinalco;                                                            
|                                                                                                                                                                                                                  
|"Chalco Southwest Aluminum" refers to Chalco Southwest Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 60% of its equity interest to Chinalco;                                       
|                                                                                                                                                                                                                  
|"Chalco Southwest Aluminum Cold Rolling" refers to Chalco Southwest Aluminum Cold Rolling Company Limited, our wholly-owned subsidiary until June 2013 when we disposed of its entire equity interest to Chinalco;
|                                                                                                                                                                                                                  
|"Chalco Trading" or"CIT" refers to China Aluminum International Trading Co., Ltd., our wholly owned subsidiary established under the PRC law;                                                                     
|                                                                                                                                                                                                                  



|5
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|"Chalco Xing Xian" refers to the Bayer process production system and ancillary facilities at Xing Xian, Lvliang City of Shanxi Province with production capacity of 800,000 tonnes of metallurgical grade alumina per year;                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                            
|"China" and the "PRC" refers to the People's Republic of China, excluding for purposes of this annual report, Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan;                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                            
|"China Nonferrous Metals Technology" refers to China Nonferrous Metals Processing Technology Co., Ltd.;                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                            
|"Chinalco" and "Chinalco Group"refer to our controlling shareholder, Aluminum Corporation of China and its subsidiaries (other than Chalco and its subsidiaries) and, where appropriate, to its predecessors;                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                            
|"Chinalco Finance" refers to Chinalco Finance Co., Ltd.;                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                            
|"CSRC" refers to China Securities Regulatory Commission;                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                            
|"C$" refers to the legal currency of Canada;                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                            
|"Dongdong Coal" refers to Shaanxi Chengcheng Dongdong Coal Co., Ltd., 45% of the equity interest of which is owned by us;                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                            
|"Energy-Saving and Emission Reduction Goals" refers to the energy-saving and emission reduction goals set out in China's 12th Five-Year Plan for National Economic and Social Development laid out in 2011, by which China expects to cut its per unit GDP energy consumption by 16 percent compared with the 2010 level by the end of 2015;
|                                                                                                                                                                                                                                                                                                                                            
|"Exchange Act" refers to the U.S. Securities Exchange Act of 1934, as amended;                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                            
|"Euros" or "EUR" refers to the lawful currency of the Euro zone;                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                            
|"Fushun Aluminum" refers to Fushun Aluminum Company Limited, our wholly-owned subsidiary established under the PRC law;                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                            
|"Gansu Hualu" refers to Gansu Hualu Aluminum Company Limited, 51% of the equity interest of which is owned by us;                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                            
|"Gansu Huayang" refers to Gansu Huayang Mining Development Company Limited, 70% of the equity interest of which is owned by us;                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                            
|"Guangxi Huayin" refers to Guangxi Huayin Aluminum Company Limited, 33% of the equity interest of which is owned by us;                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                            
|"Guangxi Investment" refers to Guangxi Investment (Group) Co., Ltd., formerly known as Guangxi Development and Investment Co., Ltd., a PRC state-owned enterprise and one of our promoters and shareholders;                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                            
|"Guizhou Development" refers to Guizhou Provincial Materials Development and Investment Corporation, a PRC state-owned enterprise and one of our promoters and shareholders;                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                            
|"Guizhou Yuneng" refers to Guizhou Yuneng Mining Co., Ltd., 25% of the equity interest of which is owned by us;                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                            
|"H Shares" refers to overseas listed foreign shares with a par value RMB1.00 each, which are listed on the Hong Kong Stock Exchange;                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                            



|6
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|"Henan Aluminum" refers to Chinalco Henan Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 90.03% of its equity interest to Chinalco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"HK$" and "HK dollars" refer to Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Hong Kong Stock Exchange" refers to The Stock Exchange of Hong Kong Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Huaxi Aluminum" refers to Huaxi Aluminum Company Limited, our subsidiary until June 2013 when we disposed of 56.86% of its equity interest to Chinalco;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Bayer-sintering combined process" and"Bayer-sintering series process"refer to the two methods of refining process developed in China which involve the combined application of the Bayer process and the sintering process to extract alumina from bauxite;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Japanese Yen" refers to the lawful currency of Japan;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Jiaozuo Wanfang" refers to Jiaozuo Wanfang Aluminum Manufacturing Co. Ltd., 17.246% of the equity interest of which was owned by us as of December 31, 2014. Jiaozuo Wanfang was our subsidiary from January 1, 2008 when we established de facto control over it to April 19, 2013 when it completed its private placement of A shares. On January 22 and 23, 2015, we disposed 0.396% total share capital of Jiaozuo Wanfangthrough the securities trading system of the Shenzhen Stock Exchange. On March 2, 2015, we entered into a share transfer agreement with Geo-Jade Petroleum Corporation, pursuant to which we agreed to transfer 100,000,000 unrestricted tradable shares, representing 8.3136% of the total ordinary shares of Jiaozuo Wanfang to Geo-Jade Petroleum Corporation. On March 25, 2015, the Company received the share transfer approval from SASAC;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Ka" refers to kiloamperes, a unit for measuring the strength of an electric current, with one kiloampere equaling to 1,000 amperes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"kWh" refers to kilowatt hours, a unit of electrical power, meaning one kilowatt of power for one hour;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Lanzhou Aluminum" refers to Lanzhou Aluminum Co., Ltd., a wholly-owned subsidiary of us since April 2007 and until July 2007 when it was divided into two wholly-owned entities: Lanzhou branch and Northwest Aluminum;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Liancheng branch" refers to our wholly-owned branch, which was formerly known as Lanzhou Liancheng Longxing Aluminum Company Limited, before we acquired 100% of its equity interest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Listing Rules" and "Hong Kong Listing Rules" refers to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"LME" refers to the London Metal Exchange Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Longmen Aluminum" refers to Shanxi Longmen Aluminum Co., Ltd., 55% of the equity interest of which is owned by us;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"Luxin Company" refers to Jiexiu Luxin Coal Gasification Company Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|"MIIT" refers to Ministry of Industry and Information Technology of the PRC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



|7
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| 



|"NDRC" refers to China National Development and Reform Commission;                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                            
|"Ningxia Energy" refers to Chalco Ningxia Energy Group Co., Ltd. (formerly Ningxia Electric Power Group Co., Ltd.) and we acquired 70.82% of its equity interest in January 2013;                                                                                                                           
|                                                                                                                                                                                                                                                                                                            
|"Northwest Aluminum" refers to Northwest Aluminum Fabrication Branch, our wholly-owned branch until June 2013 when we disposed of all its assets to a subsidiary of Chinalco;                                                                                                                               
|                                                                                                                                                                                                                                                                                                            
|"NYSE" or"New York Stock Exchange" refers to the New York Stock Exchange Inc.;                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                            
|"ore-dressing Bayer process" refers to a refining process we developed to increase the alumina-to-silica ratio of bauxite;                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                            
|"Qingdao Light Metal" refers to Chalco Qingdao Light Metal Company Limited, our wholly-owned subsidiary until June 2013 when we disposed of its entire equity interest to Chinalco;                                                                                                                         
|                                                                                                                                                                                                                                                                                                            
|"Qinghai Energy" refers to Qinghai Province Energy Development (Group) Co., Ltd., 21% of the equity interest of which is owned by us;                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                            
|"refining" refers to the chemical process used to produce alumina from bauxite;                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                            
|"Research Institute" refers to Zhengzhou Research Institute, our wholly-owned branch mainly providing research and development services;                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                            
|"Rio Tinto" refers to Rio Tinto plc, a company incorporated in England and Wales, the shares of which are listed on the London Stock Exchange and the New York Stock Exchange;                                                                                                                              
|                                                                                                                                                                                                                                                                                                            
|"RMB" or "Renminbi" refers to the lawful currency of the PRC;                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                            
|"SASAC" refers to State-owned Assets Supervision and Administration Commission of the State Council of China;                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                            
|"SEC" refers to the U.S. Securities and Exchange Commission;                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                            
|"Securities Act" refers to the U.S. Securities Act of 1933, as amended;                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                            
|"Shandong Aluminum" refers to Shandong Aluminum Industry Co., Limited, a wholly-owned subsidiary of Chinalco;                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                            
|"Shandong Huayu" refers to Shandong Huayu Aluminum and Power Company Limited, 55% of the equity interest of which is owned by us;                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                            
|"Shanxi Jiexiu" refers to Shanxi Jiexiu Xinyugou Coal Industry Co., Ltd., 34% of the equity interest of which is owned by us;                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                            
|"Shanxi Huasheng" refers to Shanxi Huasheng Aluminum Company Limited, 51% of the equity interest of which is owned by us;                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                            
|"Shanxi Huaxing" refers to Shanxi Huaxing Aluminum Co., Ltd., a wholly-owned subsidiary of our Group;                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                            
|"Shanxi Huaze" refers to Shanxi Huaze Aluminum and Power Co., Limited, 60% of the equity interest of which is owned by us;                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                            
|"Shanxi Other Mines" refers to the seven of mines, in which we entrusted other party to conduct mining activities, including Shangtan mine, Jindui mine, Shicao mine, Nanpo mine, Xishan mine, Niucaogou mine and Sunjiata mine in Shanxi Province that became the mining areas of our new own mine in 2010;
|                                                                                                                                                                                                                                                                                                            
|"SHFE" refers to the Shanghai Futures Exchange;                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                            



|8
|-
| 
| 
| 



|"Simandou Project" refers to the project to develop and operate the Simandou iron ore mine located in Guinea in West Africa as further described in the Simandou joint development agreement dated July 29, 2010 entered into amongst Rio Tinto, Rio Tinto Iron Ore Atlantic Limited and us for the purpose of development of the Simandou Project;                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"sintering process" refers to a refining process employed to extract alumina from bauxite by mixing ground bauxite with supplemental materials and burning the mixture in a coal-fired kiln;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"smelting" refers to the electrolytic process used to produce molten aluminum from alumina;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"tonne" refers to the metric ton, a unit of weight, that is equivalent to 1,000 kilograms or 2,204.6 pounds;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"US$", "dollars" or "U.S. dollars"refers to the legal currency of the United States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Xinan Aluminum" refers to Xinan Aluminum (Group) Company Limited;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Zhangze Electric Power" refers to Shanxi Zhangze Electric Power Co., Ltd.;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Zunyi Alumina" refers to Chalco Zunyi Alumina Co., Ltd., 73.28% of the equity interest of which is owned by us; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|"Zunyi Aluminum" refers to Zunyi Aluminum Co., Ltd., 62.1% of the equity interest of which is owned by us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Translations of amounts in this annual report from Renminbi to U.S. dollars and vice versa have been made at the rate of RMB6.2046 to US$1.00, the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board for December 31, 2014. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all. See "Item 3. Key Information - Selected Financial Data - Exchange Rate Information" for historical exchange rates between the Renminbi and the U.S. dollar.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



|9
|-
| 
| 
| 



|PART I  |                                                       | 
|------- | ----------------------------------------------------- | 
|        |                                                       | 
|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 
|        |                                                       | 
|        | Not applicable.                                       | 
|        |                                                       | 
|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE               | 
|        |                                                       | 
|        | Not applicable.                                       | 
|        |                                                       | 
|ITEM 3. | KEY INFORMATION                                       | 
|        |                                                       | 



|A. | SELECTED FINANCIAL DATA
|-- | -----------------------
|   |                        



| | Historical Financial Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | Our consolidated financial statements as of December 31, 2013 and 2014 and for the years ended December 31, 2012, 2013 and 2014 included in this annual report on Form 20-F have been prepared in accordance with International Financial Reporting Standards, or IFRSs, which includes all International Accounting Standards and Interpretations, as issued by the International Accounting Standards Board, or the IASB. We disposed of substantially all of our aluminum fabrication operations to Chinalco in June 2013. As a result, the operating results of our aluminum fabrication segment were presented as a discontinued operation in our consolidated statement of comprehensive income for the year ended December 31, 2013. Our consolidated statements of comprehensive income for the year ended December 31, 2012 as presented in this annual report are revised to reflect the reclassification between continuing operations and discontinued operation accordingly. We make an explicit and unreserved statement of compliance with IFRSs with respect to our consolidated financial statements as of December 31, 2013 and 2014 and for the years ended December 31, 2012, 2013 and 2014 included in this annual report. Ernst & Young, our independent registered public accounting firm, has issued an unqualified auditor's report on our consolidated statements of financial position as of December 31, 2013 and 2014, and the related consolidated statements of comprehensive income, statements of changes in equity and statements of cash flows for the years ended December 31, 2012, 2013 and 2014.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The following tables present selected comprehensive income data and cash flows data for the years ended December 31, 2010, 2011, 2012, 2013 and 2014 and selected statements of financial position data as of December 31, 2010, 2011, 2012, 2013 and 2014 that were prepared under IFRSs. As the operating results of the aluminum fabrication segment have been presented as a discontinued operation in our consolidated statement of comprehensive income for the year ended December 31, 2013, the comparative figures for our consolidated statements of comprehensive income for the years ended December 31, 2010, 2011 and 2012 are revised to reflect the reclassification between continuing operations and discontinued operation accordingly. The selected financial information for the years ended and as of December 2012, 2013 and 2014 has been derived from, and should be read in conjunction with, the audited consolidated financial statements and their notes included elsewhere in this annual report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |  | Year Ended December 31,                          
| |  | -------------------------------------------------
| |  |                                                  
| |  | 2010                                             
| |  |                                                  
| |  | RMB                                              
| |  | (in thousands, except per share and per ADS data)
| |  |                                                  

| | CONSOLIDATED STATEMENTS OF COMPREHENSIVE  INCOME DATA
| | -----------------------------------------------------

| |                                                  |               |               |               |               |               |             
| | ------------------------------------------------ | ------------- | ------------- | ------------- | ------------- | ------------- | ------------
| | Continuing Operations                            |               |               |               |               |               |             
| | Revenue                                          | 113,060,949   | 138,205,723   | 143,436,995   | 169,431,235   | 141,772,292   | 22,849,546  
| | Cost of sales                                    | (105,647,804) | (130,835,875) | (143,425,940) | (166,679,798) | (141,138,806) | (22,747,447)
| |                                                  |               |               |               |               |               |             
| |                                                  |               |               |               |               |               |             
| | Gross profit                                     | 7,413,145     | 7,369,848     | 11,055        | 2,751,437     | 633,486       | 102,099     
| | Selling and distribution expenses                | (1,448,100)   | (1,487,996)   | (1,833,983)   | (1,859,220)   | (1,753,234)   | (282,570)   
| | General and administrative expenses              | (2,449,996)   | (2,553,358)   | (2,750,222)   | (2,946,879)   | (4,832,156)   | (778,802)   
| | Research and development expenses                | (162,021)     | (206,430)     | (184,683)     | (193,620)     | (293,766)     | (47,346)    
| | Impairment loss on property, plant and equipment | (701,781)     | (279,750)     | (19,903)      | (501,159)     | (5,679,521)   | (915,373)   
| |                                                  |               |               |               |               |               |             

|10
|--
|  
|  
|  

| | Government grants                                               | 316,752     | 159,774     | 734,852     | 805,882     | 823,986      | 132,802    
| | --------------------------------------------------------------- | ----------- | ----------- | ----------- | ----------- | ------------ | -----------
| | Other gains/(losses), net                                       | 471,281     | 502,462     | (16,989)    | 7,399,252   | 356,935      | 57,528     
| | Operating profit/(loss) from continuing operations              | 3,439,280   | 3,504,550   | (4,059,873) | 5,455,693   | (10,744,270) | (1,731,662)
| | Finance costs, net                                              | (2,190,355) | (2,916,791) | (4,060,624) | (5,233,070) | (5,670,338)  | (913,892)  
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Operating profit/(loss) from continuing                         |             |             |             |             |              |            
| | operations less finance costs                                   | 1,248,925   | 587,759     | (8,120,497) | 222,623     | (16,414,608) | (2,645,554)
| | Share of profits of joint ventures                              | 233,784     | 122,262     | 37,040      | 148,749     | 89,510       | 14,426     
| | Share of profits of associates                                  | 239,458     | 400,706     | 256,081     | 511,869     | 350,575      | 56,502     
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Profit/(loss) before income tax                                 |             |             |             |             |              |            
| | from continuing operations                                      | 1,722,167   | 1,110,727   | (7,827,376) | 883,241     | (15,974,523) | (2,574,626)
| | Income tax (expense)/benefit                                    |             |             |             |             |              |            
| | from continuing operations                                      | (398,739)   | (121,175)   | 371,092     | (339,551)   | (1,074,910)  | (173,244)  
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Profit/(loss) for the year                                      |             |             |             |             |              |            
| | from continuing operations                                      | 1,323,428   | 989,552     | (7,456,284) | 543,690     | (17,049,433) | (2,747,870)
| | Profit/(loss) per share from continuing operations              | 0.08        | 0.04        | (0.52)      | 0.05        | (1.20)       | (0.19)     
| | Discontinued operation                                          |             |             |             |             |              |            
| | (Loss) /profit for the year                                     |             |             |             |             |              |            
| | from discontinued operation                                     | (354,290)   | (299,048)   | (1,187,299) | 207,144     | -            | -          
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Profit/(loss) for the year                                      | 969,138     | 690,504     | (8,643,583) | 750,834     | (17,049,433) | (2,747,870)
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Profit/(loss) Attributable to:                                  |             |             |             |             |              |            
| | Owners of the parent                                            | 778,008     | 237,974     | (8,233,754) | 975,246     | (16,216,880) | (2,613,687)
| | Non-controlling interests                                       | 191,130     | 452,530     | (409,829)   | (224,412)   | (832,553)    | (134,183)  
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Dividends                                                       | 154,179     | -           | -           | -           | -            | -          
| |                                                                 |             |             |             |             |              |            
| |                                                                 |             |             |             |             |              |            
| | Basic and diluted earnings/(loss) per share                     | 0.06        | 0.02        | (0.61)      | 0.07        | (1.20)       | (0.19)     
| | Earnings/(loss) per ADS                                         | 1.44        | 0.44        | (15.22)     | 1.80        | (29.98)      | (4.83)     
| | Dividends (expressed in RMB and 
    US$ per share and per ADS) |             |             |             |             |              |            
| | Final dividends per share                                       | -           | 0.0114      | -           | -           | -            | -          
| | Final dividends per ADS                                         | -           | 0.2850      | -           | -           | -            | -          
| | Proposed dividends per share                                    | 0.0114      | -           | -           | -           | -            | -          
| | Proposed dividends per ADS                                      | 0.2850      | -           | -           | -           | -            | -          
| |                                                                 |             |             |             |             |              |            

|11
|--
|  
|  
|  

| |                                                    | Year Ended December 31,
| | -------------------------------------------------- | -----------------------
| |                                                    |                        
| |                                                    | 2010                   
| |                                                    |                        
| |                                                    | RMB                    
| |                                                    | (in thousands)         
| |                                                    |                        
| | CONSOLIDATED STATEMENTS OF FINANCIAL POSITION DATA
| |                                                   
| | Total current assets                               | 41,324,547             
| | Total non-current assets                           | 99,997,492             
| |                                                    |                        
| |                                                    |                        
| | Total assets                                       | 141,322,039            
| |                                                    |                        
| |                                                    |                        
| | Total current liabilities                          | 55,733,547             
| | Total non-current liabilities                      | 28,401,637             
| |                                                    |                        
| |                                                    |                        
| | Total liabilities                                  | 84,135,184             
| |                                                    |                        
| |                                                    |                        
| | Net assets                                         | 57,186,855             
| |                                                    |                        
| |                                                    |                        
| | Long-term interest bearing loans and borrowings    |                        
| | (excluding current portion)                        | 27,723,867             
| |                                                    |                        
| |                                                    |                        
| | Capital stock                                      | 13,524,488             
| |                                                    |                        
| |                                                    |                        

| |                                             | Year Ended December 31,
| | ------------------------------------------- | -----------------------
| |                                             |                        
| |                                             | 2010                   
| |                                             |                        
| |                                             | RMB                    
| |                                             | (in thousands)         
| |                                             |                        
| | OTHER FINANCIAL DATA                        |                        
| | Net cash flows generated                    |                        
| | from operating activities                   | 7,103,859              
| | Net cash flows used in investing activities | (8,260,317)            
| | Net cash flows generated                    |                        
| | from/(used in) financing activities         | 2,717,553              
| |                                             |                        
| |                                             |                        
| | Net increase/(decrease) in cash             |                        
| | and cash equivalents                        | 1,561,095              
| |                                             |                        
| |                                             |