Aluminum of China : ANNOUNCEMENT ON PROGRESS OF MATERIAL ASSET RESTRUC…

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.

This overseas regulatory announcement is made pursuant to Rules 13.10B and 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

The following sets out the information published by Aluminum Corporation of China Limited* (the "Company") on the website of the Shanghai Stock Exchange. The trading in the A shares of the Company has been suspended with effect from 12 September 2017 and will be further suspended with effect from 13 November 2017, while the trading in the H shares of the Company will remain as usual.

By order of the Board

Company Secretary

Beijing, the PRC

10 November 2017

As at the date of this announcement, the members of the Board comprise Mr. Yu Dehui, Mr. Ao Hong, Mr. Lu Dongliang and Mr. Jiang Yinggang (Executive Directors); 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 purposes only

Stock Code: 601600 Stock Short Name: Chalco Announcement no.: 2017-067

As Aluminum Corporation of China Limited* (the "Company") is planning a material event, upon application to the Shanghai Stock Exchange, the trading of A shares of the Company (the "Shares") has been suspended with effect from 12 September 2017. In addition, on 26 September 2017, the Company has entered into the suspension of trading procedures in relation to the material assets restructuring due to the acquisition of assets by issuance of shares (the "Transaction" or "Restructuring").

As it is expected that the plan for the Restructuring will not be disclosed in a short time, the 15th meeting of the 6th session of the board of directors of the Company was held on 9 October 2017, at which the Resolution in relation to Proposed Application for Further Suspension of Trading of Shares of the Company (《關於公司擬申請股票 繼續停牌的議案》) was considered and approved. Subsequently, the Announcement on Further Suspension of Trading of Shares in Relation to Material Asset Restructuring of Aluminum Corporation of China Limited* (Lin 2017-055) was published on 10 October, pursuant to which the Company proposed further suspension of trading of the Shares for a period of not more than 5 months from 12 September 2017. At the 2017 first extraordinary general meeting of the Company held on 26 October 2017, the foresaid Resolution in relation to Proposed Application for Further Suspension of Trading of Shares of the Company (《關於公司擬申請股票繼續停牌的議案》) was considered and approved.

As of the date of the announcement, the latest information on the Restructuring is as follows:

1. THE PLAN FOR THE TRANSACTION
2. Major counterparties

   All potential counterparties in respect of the Transaction are third parties. The final counterparties are yet to be determined.

3. Mode of the Transaction and its effect on the Company

   The Transaction was proposed to be conducted by way of issuance of shares for purchase of assets. The Transaction will not result in a change of control of the Company, nor will it constitute a reorganization for listing. As the final plan and specific matters are yet to be determined, the Transaction is subject to uncertainty.

4. Information on the target assets

   The target assets were preliminarily determined to be certain equity interests of certain subsidiaries of the Company. The specific target assets may be subject to adjustment according to the progress of the Transaction and are not finally determined yet.

5. Not constituting a related-party transaction

   As all potential counterparties in respect of the Transaction are third parties, the Transaction does not constitute a related-party transaction.

6. MAJOR WORK CARRIED OUT DURING THE SUSPENSION PERIOD

   As of the date of this announcement, the Company has proactively pushed ahead with the Transaction. Major work carried out during the suspension period includes:
7. Discussions and analysis on the transaction plan and communications with counterparties

   During the suspension period, the Company proactively discussed with relevant parties on the transaction plan, and had several rounds of negotiations with potential counterparties. Up to now, the Company has been communicating with relevant counterparties in respect of the plan for the Restructuring, and no framework agreement relating to the Restructuring has been entered into.

8. Communications with relevant government authorities and pre-approvals

   During the suspension period, the Company has been in close communication with the competent state-owned assets supervision and administration authority in respect of the transaction plan. Currently, the Company is in the process of discussion and analysis on the transaction plan, and has not made relevant application to the competent state-owned assets supervision and administration authority for approval.

9. Intermediary agencies involved in the Restructuring

   During the suspension period, the Company has engaged CITIC Securities Co., Ltd.* (中信證券股份有限公司) as the independent financial advisor for the Transaction. Currently, the Company has engaged a law office, an audit firm and a valuation agency to conduct due diligence in respect of the Transaction. Confidentiality agreements have been entered into between the Company and the above intermediary agencies, but no official service agreements have been entered into.

10. SPECIFIC REASONS FOR FURTHER SUSPENSION OF TRADING OF SHARES

    The Company is communicating with the relevant parties and regulatory authorities in respect of the Transaction and relevant work such as due diligence, audit and valuation is in progress. As the Transaction involves a wide range of matters, large-scale assets and complicated procedures, it is expected that the trading of the Shares will not be resumed in a short time. Therefore, pursuant to the Business Guide for Suspension and Resumption of Trading for Planning of Material Matters of Listed Companies of the Shanghai Stock Exchange (《上 海證券交易所上市公司籌劃重大事項停復牌業務指引》) and other relevant requirements, the Company intended to apply for suspension of trading of the Shares for a period of not more than 5 months from 12 September 2017.

    During the suspension period, the Company will proactively work for acquisition of assets by issuance of shares and fulfill its obligations of information disclosure in a timely manner in respect of the progress according to the requirements on the material asset restructuring project. Upon completion of relevant work, the Company will hold a board meeting to consider the plan for acquisition of assets by issuance of shares, make announcements and resume trading of the Shares in a timely manner.

11. APPROVALS TO OBTAIN BEFORE DISCLOSURE OF RESTRUCTURING PLAN

The Company is required to obtain pre-approval from the competent state- owned assets supervision and administration authority before announcement of the transaction plan. Currently, the Company is in the process of discussion and analysis on the transaction plan, and has not submitted relevant documents to the competent state-owned assets supervision and administration authority for pre- approval.