862bc9fe-c220-4946-9ca5-eb7166dc02f1.pdf

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






CONNECTED TRANSACTIONS


  1. CAPITAL INJECTION TO CHINALCO CAPITAL BY WAY OF 15% EQUITY INTEREST HELD BY THE COMPANY IN ABC-CA AND CASH
  2. CAPITAL INJECTION TO CHINALCO PROPERTY BY WAY OF PRC PROPERTIES AND CASH AND
  3. DISPOSAL OF HK PROPERTY


The Board announces that, on 13 November 2015, based on the strategic arrangement of the Company and in accordance with Chinalco's plan of developing the finance and property segments of the Group by integrating the finance and property resources of the Group, the Company proposed to realize the financial equities and non-operating assets by way of disposal in order to enhance the efficiency of asset utilization and increase the Company's revenue; the Group and Chinalco or its subsidiaries entered into (i) the Chinalco Capital Capital Increase Agreement;

(ii) Chinalco Property Capital Increase Agreement; and (iii) HK Property Transfer Agreement, which are not inter-conditional upon each other, in respect of the disposal of equity interests in certain subsidiaries and assets of the Group and capital injection by the Group in certain subsidiaries of Chinalco.


  1. CAPITAL INJECTION TO CHINALCO CAPITAL BY WAY OF 15% EQUITY INTEREST HELD BY THE COMPANY IN ABC-CA AND CASH


    The Board announces that the agreement in relation to the capital injection to Chinalco Capital was entered into between Chinalco and the Company on 13 November 2015, pursuant to which the Company conditionally agreed to make a capital contribution to Chinalco Capital (the 'Chinalco Capital Capital Increase') and, as part of the consideration, the Company will transfer the 15% equity interest held by it in ABC-CA to Chinalco Capital.


  2. CAPITAL INJECTION TO CHINALCO PROPERTY BY WAY OF PRC PROPERTIES AND CASH


    The Board announces that the Chinalco Property Capital Increase Agreement was entered into among Chinalco Asset Management, the Company and its subsidiaries, namely, Chalco International Trading and Shanghai Kelin, on 13 November 2015, pursuant to which the Company, Chalco International Trading and Shanghai Kelin each conditionally agreed to make capital contributions to Chinalco Property (the 'Chinalco Property Capital Increase') by way of PRC Properties and cash as the consideration to the capital increase.


  3. DISPOSAL OF HK PROPERTY


The Board announces that HK Property Transfer Agreement was entered into between Chalco Hong Kong and ACCOH or its wholly-owned subsidiary, Chinalco Assets Holdings Limited, on 13 November 2015, pursuant to which Chalco Hong Kong has agreed to sell and ACCOH has agreed to purchase the HK Property.


IMPLICATIONS UNDER THE HONG KONG LISTING RULES


As at the date of this announcement, Chinalco is a substantial Shareholder of the Company and hence Chinalco is a connected person of the Company. Chinalco Capital, Chinalco Asset Management, Chinalco Property and ACCOH are wholly- owned subsidiaries of Chinalco. As such, each of Chinalco Capital, Chinalco Asset Management, Chinalco Property and ACCOH are connected persons of the Company. Therefore, each of the transactions contemplated under (1) the Chinalco Capital Capital Increase Agreement, (2) the Chinalco Property Capital Increase Agreement, and (3) the HK Property Transfer Agreement entered by the Company constitutes a connected transaction of the Company under the Hong Kong Listing Rules.


As one or more of the applicable percentage ratios (as defined under Rule 14A.06 of the Hong Kong Listing Rules) in respect of the transaction contemplated under (1) Chinalco Capital Capital Increase Agreement, (2) Chinalco Property Capital Increase Agreement, and (3) HK Property Transfer Agreement are more than 0.1% but less than 5%, each of these connected transactions is only subject to the reporting and announcement requirements, but is exempted from the independent Shareholders' approval requirement under Chapter 14A of the Hong Kong Listing Rules.


INTRODUCTION


The Board announces that, on 13 November 2015, based on the strategic arrangement of the Company and in accordance with Chinalco's plan of developing the finance and property segments of the Group by integrating the finance and property resources of the Group, the Company proposed to realize the financial equities and non-operating assets by way of disposal in order to enhance the efficiency of asset utilization and increase the Company's revenue; the Group and Chinalco or its subsidiaries entered into (i) the Chinalco Capital Capital Increase Agreement; (ii) Chinalco Property Capital Increase Agreement; and (iii) HK Property Transfer Agreement, which are not inter-conditional upon each other, in respect of the disposal of equity interests in certain subsidiaries and assets of the Group and capital injection by the Group in certain subsidiaries of Chinalco.


  1. CAPITAL INJECTION TO CHINALCO CAPITAL BY WAY OF 15% EQUITY INTEREST HELD BY THE COMPANY IN ABC-CA AND CASH


    The Board announces that the agreement in relation to the capital injection to Chinalco Capital was entered into between Chinalco and the Company on 13 November 2015, pursuant to which the Company conditionally agreed to make a capital contribution to Chinalco Capital (the 'Chinalco Capital Capital Increase') and, as part of the consideration, the Company will transfer the 15% equity interest held by it in ABC-CA to Chinalco Capital.


    Date


    13 November 2015


    Parties


    1. Chinalco, being the original shareholder (holding 100% of the equity interests in Chinalco Capital prior to the capital increase); and


    2. the Company, being a shareholder of Chinalco Capital after the Chinalco Capital Capital Increase.

      3. Consideration for the Chinalco Capital Capital Increase


      1. The Company conditionally agreed to make a capital contribution of RMB433,150,600 in aggregate to Chinalco Capital, which shall be settled by way of RMB150,000,000 in cash and RMB283,150,600 in the form of ABC-CA Equity Interests. The parties agreed that the consideration payable for the Chinalco Capital Capital Increase is determined on arm's length negotiation with reference to the valuation of the ABC-CA Equity Interests and the valuation of Chinalco Capital.


      2. According to the assets appraisal report issued by ZhongHe using the income-based approach, as at the Benchmark Date, the carrying value of net assets of ABC-CA amounted to RMB472,577,300 and the appraisal value amounted to RMB1,887,670,700.


      3. According to the assets appraisal report issued by Beijing Pan-China using the asset-based approach, as at the Benchmark Date, the carrying value of net assets of Chinalco Capital amounted to RMB600,522,500 and the appraised value amounted to RMB613,549,200.


      Settlement and Payment of Consideration


      The Company shall pay the cash consideration in full to the account of Chinalco Capital within 10 working days after the Chinalco Capital Capital Increase Agreement formally becomes effective.


      Effectiveness of the Agreement


      Effectiveness of the Chinalco Capital Capital Increase Agreement


      (1) Condition: the Agreement having been signed and sealed and completed respective internal approval procedure by the former shareholders of Chinalco Capital, Chinalco Capital and the Company.


      If the above conditions could not be satisfied and as a result the Chinalco Capital Capital Increase Agreement fails to take effect, no party shall take legal action against any other party.


      Completion


      Upon the completion of the Chinalco Capital Capital Increase:


      a. t h e r e g i s t e r e d c a p i t a l o f C h i n a l c o C a p i t a l w i l l i n c r e a s e f r o m RMB2,000,000,000 to RMB2,430,240,000;

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