a47e0309-def8-4083-9e58-e85bc447e48a.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.






OVERSEAS REGULATORY ANNOUNCEMENT AND INSIDE INFORMATION PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN CHALCO LOGISTICS


This announcement is made by Aluminum Corporation of China Limited* (the 'Company' or, together with its subsidiaries, the 'Group') pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities ('Listing Rules') on The Stock Exchange of Hong Kong Limited.


On 25 November 2015, the Company issued an A Share announcement on Shanghai Stock Exchange in accordance with the relevant provisions of Shanghai Stock Exchange, the content of which was in relation to the Company's proposed disposal of the 100% equity interest (directly or indirectly) held by the Company and the Company's wholly-owned subsidiary 中鋁國際貿易有限公司 (China Aluminum International Trading Co., Ltd.*) ('Chalco International Trading') in 中鋁物流 集團有限公司(China Aluminum Logistics Group Corporation Co., Ltd*) ('Chalco Logistics') which is principally engaged in international transportation agency business, short-distance transport services and transport consultancy services (the 'Proposed Disposal').


The Company is of the view that certain aspects of the A Share announcement are inside information in nature, and believes that it is appropriate to make public disclosure to enable the shareholders of the Company and the public to appraise the position of the Group.

The Company will publish an announcement according to the progress of public tender of the Proposed Disposal as and when appropriate. Upon the negotiation of transaction terms or execution of such agreement between the Company and the successful bidder in relation to the Proposed Disposal, the Company will comply with applicable requirements under the Listing Rules as and when appropriate.


By Order of the Board

Aluminum Corporation of China Limited* Xu Bo

Company Secretary


Beijing, the People's Republic of China 25 November 2015


As at the date of this announcement, the members of the board of directors comprise Mr. Ge Honglin,, Mr. Liu Xiangmin and Mr. Jiang Yinggang (Executive Directors); Mr. Liu Caiming and Mr. Wang Jun (Non-executive Directors); Mr. Ma Si-hang, Frederick, Ms. Chen Lijie and Mr. Hu Shihai (Independent Non-executive Directors).


* For identification purpose only

Stock Code: 601600 Stock Short Name: Chalco Announcement no.: Lin 2015-074


Aluminum Corporation of China Limited Announcement on Proposed Transfer of Equity Interests of China Aluminum Logistics Group Corporation Limited


The Board of Directors and all Directors ensure that this announcement does not contain any false, misleading statements or material omissions, and severally and jointly accept responsibility for the truthfulness, accuracy and completeness of the contents.


Highlights:


  1. The Company intends to transfer 100% equity interest of China Aluminum Logistics Corporation Group Limited held by the Company and China Aluminum International Trading Co., Ltd., a wholly-owned subsidiary of the Company, through public tender. At present, the Company is aware that Aluminum Corporation of China is interested in participating in the bidding.


  2. As Aluminum Corporation of China is the controlling shareholder of the Company, i t is a connected legal person of the Company. If Aluminum Corporation of China participated in and won the bidding for the equity interests in Chalco Logistics Corporation Group Limited, the transaction constitutes a connected transaction.


    1. DEFINITIONS


      Unless the context otherwise requires, the following expressions shall have the following respective meanings:


      'The Company' or 'Chalco' Aluminum Corporation of China Limited 'Chinalco' Aluminum Corporation of China

      'Chalco International Trading' China Aluminum International Trading Co., Ltd.


      'Chalco Logistics' China Aluminum Logistics Group Corporation

      Limited


      'RMB' Renminbi

    2. OVERVIEW OF THE CONNECTED TRANSACTION


      1. Main contents of the transaction


        The Company intends to transfer 100% equity interest in Chalco Logistics held by the Company and Chalco International Trading, a wholly-owned subsidiary of the Company through public tender. At present, the Company is aware that Chinalco is interested in participating in the bidding.


      2. The progress of procedures


        1. On 25 November 2015, the Company held the 25th meeting of the fifth session of the board of directors and considered the Proposal on the Proposed Transfer of the Entire Equity Interest of China Aluminum Logistics Group Corporation Limited. Associated directors, Ge Honglin and Liu Caiming abstained from voting. The remaining directors considered and approved the proposal.


        2. This transaction is subject to be submitted to the shareholders' meeting for approval.


        3. This transaction has obtained the preliminary confirmation from the Company's Independent Directors and Independent Directors has issued a separate opinion on this transaction.


        4. BASIC INFORMATION OF CHINALCO

        5. Chinalco is the Company's controlling shareholder, as well as the Company's connected legal person. Chinalco is a wholly state-owned company, solely funded by the China government, and it was legally incorporated in February 2001, with its legal representative as Ge Honglin. The registered capital is RMB22,301,051,000. The registered address is No. 62 Xizhimen North Street, Haidian District, Beijing. The main business scope includes: bauxite mining; deployment of personnel necessary for overseas engineering projects commensurating with its capacity, scale and performance; operation and management of state-owned assets and equities; production and sales of aluminum, copper, rare earth and related non-ferrous metals mineral products, smelted products fabrication products and carbon products; exploration design, general project contracting, construction and installation; equipment manufacturing; technological development and technical service; import and export businesses.

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