Aluminum of China : ANNOUNCEMENT DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF 60…

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.

On 5 August 2016, the Company submitted the letter of intent in respect of the equity acquisition to SUAEE. On 8 August 2016, the Company was affirmed as the acquirer of the equity interest in Chinalco Shanghai, with the final bidding price of RMB2,113,760.8 thousand. On the same day, the Company officially entered into an Equity Transfer Agreement with Chinalco, subject to conditions precedent.

As the highest applicable percentage ratio (as defined under the Hong Kong Listing Rules) in respect of the Proposed Acquisition exceeds 5% but is less than 25%, the transaction constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Hong Kong Listing Rules.

As at the date of this announcement, Chinalco is the controlling shareholder of the Company and hence it is a connected person of the Company under the Hong Kong Listing Rules. As such, the Proposed Acquisition also constitutes a connected transaction under Chapter 14A of the Hong Kong Listing Rules. As the highest applicable percentage ratio (as defined under the Hong Kong Listing Rules) in respect of the Proposed Acquisition exceeds 5% but is less than 25%, the transaction is subject to the reporting, announcement and independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

The Company will convene the EGM for purposes of, among other matters, seeking approval from the Independent Shareholders with respect to the Proposed Acquisition. On 22 July 2016, the Company has dispatched a circular to its Shareholders whereas the circular contains, inter alia, the resolution with respect to the Proposed Acquisition. Since the Company needs some more time to prepare and implement certain information to be contained in the supplemental circular for the Shareholders to make informed decisions at the EGM, the Company will dispatch a supplemental circular to its Shareholders on or prior to 23 August 2016 whereas such supplemental circular contains, inter alia, (i) the details about the Proposed Acquisition; (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders; (iii) a letter of opinion from the independent financial advisor to the Independent Board Committee and the Independent Shareholders; and (iv) other information as required to be disclosed under the Hong Kong Listing Rules.

References are made to the announcement of the Company dated 28 June 2016 and the circular of the Company dated 22 July 2016, in relation to, among other things, the proposed participation in the bidding for the 60% equity interest in Chinalco Shanghai.

On 5 August 2016, the Company submitted the letter of intent in respect of the equity acquisition to SUAEE. On 8 August 2016, the Company was affirmed as the acquirer of the equity interest in Chinalco Shanghai, with the final bidding price of RMB2,113,760.8 thousand. On the same day, the Company officially entered into an Equity Transfer Agreement with Chinalco, subject to conditions precedent.

the Company, as the purchaser

Company has conditionally agreed to acquire the 60% equity interest in Chinalco Shanghai.

price of the Proposed Acquisition, which is determined with references to the relevant requirements of SUAEE and 60 % of the appraised net asset value of the equity interest in Chinalco Shanghai as set out in the asset appraisal report prepared by GZL based on the asset-based approach as at the Benchmark Date.

1. First instalment: RMB 634 , 128 . 24 thousand, representing 30% of the consideration payable, shall be paid to SUAEE on the date of SUAEE's confirmation of the Company's acquirer qualification, which will be transferred to Chinalco directly as part of the consideration upon effectiveness of the Equity Transfer Agreement.

2. Second instalment: RMB1,479,632.56 thousand, representing 70% of the consideration payable, shall be paid to Chinalco in lump sum within three business days from the next day upon effectiveness of the Equity Transfer Agreement.

   Conditions precedent: The Equity Transfer Agreement is effective upon:

3. the Equity Transfer Agreement having been duly signed by both parties;

4. the Proposed Acquisition having been approved at a general meeting of the Company; and

5. the Equity Transfer Agreement having been approved by the competent authority of Chinalco (if applicable).

Completion: Both parties shall complete the equity transfer within 15 business days upon effectiveness of the Equity Transfer Agreement.

After obtaining the certificate of equity transaction issued by SUAEE, both parties shall cooperate with Chinalco Shanghai in proceeding with the procedures for equity transfer registration within 15 business days.

INFORMATION ON CHINALCO SHANGHAI

Chinalco Shanghai was incorporated in April 2012 with registered address at Room A328, No. 551 West Gaoke Road, Pudong New Area, Shanghai. The principal businesses of Chinalco Shanghai include: domestic trade (except for special approval); import and export of cargo and technology; real estate development and operation; management of engineering projects; construction; sale of metal materials and relevant products; freight forwarding agency; warehousing (except for dangerous goods); commercial consultancy (except for brokerage); asset management; industrial investment; property management; exhibition service and others. Chinalco Shanghai holds two 5A office buildings in the business zone at the Shanghai Expo Park.

According to the asset appraisal report prepared by GZL based on the asset-based approach as at the Benchmark Date, the book value and the appraised value of the net assets in Chinalco Shanghai are RMB968,266.2 thousand and RMB3,522,934.5 thousand, respectively.

Set out below are the net profits of Chinalco Shanghai (before and after taxes and extraordinary items) for the financial years ended 31 December 2014 and 2015 pursuant to the financial reports prepared according to generally accepted accounting principles in the PRC by Chinalco Shanghai.

The year ended The year ended 31 December 2015 31 December 2014

(audited) (RMB)	(audited) (RMB)
Net profit before taxes and extraordinary items	13,766.57	-46,193.74
Net profit after taxes and extraordinary items	13,766.57	-46,193.74

Upon completion of the Proposed Acquisition, Chinalco Shanghai will become a non-wholly owned subsidiary of the Company. The original cost of Chinalco Shanghai invested by Chinalco amounts to the capital contributions made by Chinalco since the establishment of Chinalco Shanghai. The Directors do not consider the original cost of Chinalco Shanghai to Chinalco directly relevant to the determination of the consideration of the Proposed Acquisition.