Aluminum of China : (1) PROGRESS OF THE ESTABLISHMENT OF THE INDUSTRY …

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1. PROGRESS OF THE ESTABLISHMENT OF THE INDUSTRY FUND; AND
2. WITHDRAWAL OF ORDINARY RESOLUTION NO. 14 OF THE ANNUAL GENERAL MEETING

On 20 June 2017, upon consideration and approval at the tenth meeting of the sixth session of the Board, the Company reached unanimous consensus with BOCOMMTRUST, Chinalco Jianxin and Bocommtrust Asset, and agreed that the general partner of the Industry Fund shall change from Chinalco Jianxin to Bocommtrust Asset and Chinalco Jianxin will remain as the manager of the Industry Fund. According to the relevant requirements under the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the transaction contemplated under the Partnership Agreement that constitutes a related party transaction and would otherwise be subject to consideration and approval by Shareholders in a general meeting no longer requires such consideration and approval upon change of the general partner of the Industry Fund.

On the same day, the proposed additional capital contribution in an amount of RMB2,640 million by the Company to the Industry Fund was considered and approved at the tenth meeting of the sixth session of the Board.

As Chinalco Jianxin will no longer act as the general partner of the Industry Fund, it will not be a joint capital contributor of the Company under the transaction. Consequently, the transaction contemplated under the Partnership Agreement will be no longer subject to consideration and approval by the Shareholders in a general meeting pursuant to relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange. Therefore, the Board has decided to withdraw the ordinary resolution no. 14 of the AGM and not to vote on the above resolution at the AGM.

References are made to the announcements of Aluminum Corporation of China Limited* (the " Company ") dated 8 May 2017 and 23 May 2017 ( the "Announcements") in relation to the establishment of the Industry Fund by way of limited partnership by the Company and BOCOMMTRUST with Chinalco Jianxin as the general partner and manager of the Industry Fund. References are also made to the notice of 2016 annual general meeting (the "Notice of AGM"), proxy form (the "Proxy Form") and the circular of 2016 annual general meeting (the "Circular") of the Company, all dated 12 May 2017 as well as the supplemental circular of 2016 annual general meeting (the "Supplemental Circular") dated 9 June 2017. Unless otherwise specified, capitalized terms used herein shall have the same meaning as those defined in the Announcements, the Circular and the Supplemental Circular.

1. PROGRESS OF THE ESTABLISHMENT OF THE INDUSTRY FUND

   On 20 June 2017, upon consideration and approval at the tenth meeting of the sixth session of the board of directors of the Company (the "Board"), the Company reached unanimous consensus with BOCOMMTRUST, Chinalco Jianxin and Bocommtrust Asset Management Co., Ltd.*(交銀國信資產管理 有限公司) ("Bocommtrust Asset"), and agreed that the general partner of the Industry Fund shall change from Chinalco Jianxin to Bocommtrust Asset and Chinalco Jianxin will remain as the manager of the Industry Fund. According to the relevant requirements under the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange, the transaction contemplated under the Partnership Agreement that constitutes a related party transaction and would otherwise be subject to consideration and approval by Shareholders in a general meeting no longer requires such consideration and approval upon change of the general partner of the Industry Fund.

   Bocommtrust Asset is a company incorporated in the PRC with limited liability and is principally engaged in asset management, equity investment, equity management, industrial investment, investment management and investment consulting, etc..

   The Directors are of the view that the change of the general partner of the Industry Fund from Chinalco Jianxin to Bocommtrust Asset is beneficial to simplify the structure of transaction.

   On the same day, the proposed additional capital contribution in an amount of RMB2,640 million by the Company to the Industry Fund was considered and approved at the tenth meeting of the sixth session of the Board. Upon completion of the additional capital contribution, the size of the Industry Fund will amount to RMB10,001 million, of which RMB3,300 million contributed by the Company (including the amount contributed last time of RMB660 million), RMB6,700 million by BOCOMMTRUST (including the amount contributed last time of RMB1,340 million) and RMB1 million by Bocommtrust Asset.

   The Directors are of the view that the additional capital contribution to the Industry Fund will help further deepen the integration of financial capital and industrial resources and satisfy the funding requirements of the Company's significant projects.

   As at the date of this announcement, the Company has not entered into any definitive agreement with BOCOMMTRUST, Chinalco Jianxin and Bocommtrust Asset in respect of (1) change of general partner of the Industry Fund; and (2) the additional capital contribution to the Industry Fund. When entering into any definitive agreement, the Company will timely perform its obligation of information disclosure in accordance with applicable requirements of the Hong Kong Listing Rules.

   Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

2. WITHDRAWAL OF ORDINARY RESOLUTION NO. 14 OF THE AGM

As stated in the Circular and the Supplemental Circular, the ordinary resolution no. 14 - "To consider and approve the resolution in relation to the proposed establishment of an industry investment fund in cooperation with BOCOMMTRUST" as set out in the Notice of AGM will be proposed at the AGM to seek the Shareholders' approval for the transaction contemplated under the Partnership Agreement as such transaction is subject to consideration and approval by the Shareholders in a general meeting in accordance with the relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange.

As Chinalco Jianxin will no longer act as the general partner of the Industry Fund, it will not be a joint capital contributor of the Company under the transaction. Consequently, the transaction contemplated under the Partnership Agreement will be no longer subject to consideration and approval by the Shareholders in a general meeting pursuant to relevant requirements of the Rules Governing the Listing of Stocks on the Shanghai Stock Exchange. Therefore, the Board has decided to withdraw the ordinary resolution no. 14 of the AGM and not to vote on the above resolution at the AGM. Saved as disclosed above, all other resolutions as set out in the Notice of AGM shall remain unchanged and be proposed at the AGM for the consideration and approval of the Shareholders.

For those Shareholders who have lodged their Proxy Forms, the Proxy Forms shall remain valid except that no poll will be counted for the ordinary resolution no. 14.

By order of the Board

Company Secretary

Beijing, the PRC 20 June 2017

As at the date of this announcement, the members of the Board comprise Mr. Ao Hong, Mr. Lu Dongliang and Mr. Jiang Yinggang (Executive Directors); Mr. Yu Dehui, Mr. Liu Caiming and Mr. Wang Jun (Non-executive Directors); Ms. Chen Lijie, Mr. Hu Shihai and Mr. Lie-A-Cheong Tai Chong, David (Independent Non-executive Directors).

* For identification purpose only