Aluminum of China : CONNECTED TRANSACTIONS (A) DISPOSAL OF CERTAIN ASSETS BY CHALCO SHANDONG; (B) DISPOSAL OF …

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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. DISPOSAL OF CERTAIN ASSETS BY CHALCO SHANDONG TO SHANDONG ALUMINUM;
2. DISPOSAL OF CERTAIN ASSETS BY HENAN BRANCH TO GREAT WALL ALUMINUM; AND
3. DISPOSAL OF CERTAIN ASSETS BY SHANXI BRANCH TO SHANXI ALUMINUM PLANT

The Board hereby announces that (i) the Shandong Assets Transfer Agreement;

(ii) the Henan Assets Transfer Agreement; and (iii) the Shanxi Assets Transfer Agreement were respectively entered into between certain subsidiaries of the Company and certain subsidiaries of Chinalco in respect of the disposal of certain assets owned by certain subsidiaries of the Company on 30 March 2016.

As of the date of this announcement, Chalco Shandong, Henan Branch and Shanxi Branch are the subsidiaries of the Company, and Chinalco is the substantial shareholder of the Company, while Shandong Aluminum, Great Wall Aluminum and Shanxi Aluminum Plant are the subsidiaries of Chinalco. Therefore, Shandong Aluminum, Great Wall Aluminum and Shanxi Aluminum Plant are connected persons of the Company. As such, each of the transactions contemplated under the assets transfer agreements entered into by Chalco Shandong, Henan Branch and Shanxi Branch with Shandong Aluminum, Great Wall Aluminum and Shanxi Aluminum Plant respectively 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 transactions contemplated under the assets transfer agreements, on an aggregated basis, exceed 0.1% but are less than 5%, the connected transactions are only subject to the reporting and announcement requirements but are exempted from the independent shareholders' approval requirements under Chapter 14A of the Hong Kong Listing Rules.

INTRODUCTION

The Board hereby announces that (i) the Shandong Assets Transfer Agreement; (ii) the Henan Assets Transfer Agreement; and (iii) the Shanxi Assets Transfer Agreement were respectively entered into between certain subsidiaries of the Company and certain subsidiaries of Chinalco in respect of the disposal of certain assets owned by certain subsidiaries of the Company on 30 March 2016.

1. Disposal of certain assets by Chalco Shandong to Shandong Aluminum

   
   

   The Board announces that Chalco Shandong and Shandong Aluminum entered into the Shandong Assets Transfer Agreement on 30 March 2016, pursuant to which Chalco Shandong agreed to sell and Shandong Aluminum agreed to purchase certain assets owned by Chalco Shandong.

   
   

   Date

   
   

   30 March 2016

   
   

   Parties

   
   

2. Chalco Shandong (as the seller); and

   
   

3. Shandong Aluminum (as the purchaser)




Consideration




RMB76,623,800 thousand which is determined after arm's length negotiations between the parties with reference to the appraisal value of the assets to be disposed of on the Appraisal Benchmark Date, as set out in the Special Asset Valuation Report (Zhong Tong Hua Ping Bao Zi (2016) No. 169) issued by China Alliance.

Consideration shall be paid in instalments:




1. First instalment of the transfer price: Shandong Aluminum shall pay Chalco Shandong 30% of the total transfer price, being RMB22,987,140, within 30 days after the agreement has become effective;

   
   

2. Second instalment of the transfer price: Shandong Aluminum shall pay Chalco Shandong 70% of the total transfer price, being RMB536,366,600, within one year after the agreement has become effective.




Completion




Upon the fulfilment of the following conditions, the completion of the proposed disposal of the assets shall take place: (i) the Shandong Assets Transfer Agreement has become effective; (ii) both parties have checked and verified the quantity and integrity of the assets to be disposed of; and (iii) the Certificate for Asset Transfer has been entered into by the parties in respect of the asset transfer.




4. Disposal of certain assets by Henan Branch to Great Wall Aluminum

   
   

   The Board announces that Henan Branch and Great Wall Aluminum entered into the Henan Assets Transfer Agreement on 30 March 2016, pursuant to which Henan Branch agreed to sell and Great Wall Aluminum agreed to purchase certain assets owned by Henan Branch.

   
   

   Date

   
   

   30 March 2016

   
   

   Parties

   
   

5. Henan Branch (as the seller); and

   
   

6. Great Wall Aluminum (as the purchaser)




Consideration




RMB170,086,900 thousand which is determined after arm's length negotiations between the parties with reference to the appraisal value of the assets to be disposed of on the Appraisal Benchmark Date, as set out in the Special Asset Valuation Report (Zhong Tong Hua Ping Bao Zi (2016) No. 171) issued by China Alliance.

Consideration shall be paid in instalments:




1. First instalment of the transfer price: Great Wall Aluminum shall pay Henan Branch 30% of the total transfer price, being RMB51,026,070, within 30 days after the agreement has become effective;

   
   

2. Second instalment of the transfer price: Great Wall Aluminum shall pay Henan Branch 70% of the total transfer price, being RMB119,060,830, within one year after the agreement has become effective.




Completion




Upon the fulfilment of the following conditions, the completion of the proposed disposal of the assets shall take place: (i) the Henan Assets Transfer Agreement has become effective; (ii) both parties have checked and verified the quantity and integrity of the assets to be disposed of; and (iii) the Certificate for Asset Transfer has been entered into by the parties in respect of the asset transfer.




7. Disposal of certain assets by Shanxi Branch to Shanxi Aluminum Plant




The Board announces that Shanxi Branch and Shanxi Aluminum Plant entered into the Shanxi Assets Transfer Agreement on 30 March 2016, pursuant to which Shanxi Branch agreed to sell and Shanxi Aluminum Plant agreed to purchase certain assets owned by Shanxi Branch.




Date




30 March 2016




Parties




1. Shanxi Branch (as the seller); and

   
   

2. Shanxi Aluminum Plant (as the purchaser)




Consideration




RMB227,907,900 thousand which is determined after arm's length negotiations between the parties with reference to the appraisal value of the assets to be disposed of on the Appraisal Benchmark Date, as set out in the Special Asset Valuation Report (Zhong Tong Hua Ping Bao Zi (2016) No. 172) issued by China Alliance.