ALUMINUM CORPORATION OF CHINA LIMITED 
CHAPTER I GENERAL PROVISIONS
Article 1 These Rules are hereby formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), Code of Corporate Governance for Listed Companies in China, Rules of Shanghai Stock Exchange on Listing Stocks, Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and other regulatory rules of the place where the Company's stock is listed inside and outside China, as well as the Articles of Association of Aluminum Corporation of China Limited and other relative provisions (hereinafter referred to as the "Articles of Association"), with the purpose of strengthening the corporate governance structure of Aluminum Corporation of China Limited (hereinafter referred to as the "Company"), ensuring the effective supervision of the Board of Directors on the Management and standardizing the working procedures of the Audit Committee under the Board of Directors.
Article 2 The Audit Committee is a special committee set up by the Board of Directors; it shall be responsible to the Board of Directors and report their work to the Board of Directors.
Article 3 The main responsibilities and discussion procedures of the Audit Committee include proposing to engage or replace the Certified Public Accountants, supervising the Company's internal audit system and its implementation, being responsible for the communication between the internal audit and external audit, auditing the Company's financial information and its disclosure, reviewing the Company's financial control, internal control and risk management systems, studying on the Company's other relevant professional matters, and putting forward suggestions for the decisions of the Board of Directors for reference.
Governance Code 52 Interim Measures 28
Governance Code 52 Interim Measures 28
Governance Code 54 Interim Measures 59
CHAPTER II AUDIT COMMITTEE MEMBERS
Article 4 The Audit Committee is composed entirely of independent non- executive directors, and meets the independence and qualifications required by the stock exchanges and regulatory bodies of the place where the Company's stock is listed. The Audit Committee is composed of three or more members, of which, there is at least one personnel with accounting or financial management experience required in the Listing Rules. Independent non-executive directors shall not be elected by the Company's management; the Company's management shall not serve as independent non-executive directors of the Company. The former partner of the Company's current external audit institution shall not be served as the member of Audit Committee within one year after the date when he or she is dismissed or is no longer to enjoy the financial interests of the current external audit institution (whichever is later).
Article 5 The members of the Audit Committee shall be appointed by the Company's Board of Directors. The Audit Committee has one chairman, who shall be appointed by the Board of Directors. The terms of office for the members of the Audit Committee shall be three years. At the expiration of their terms, the members of Audit Committee may continue to serve as such if reelected, but they may not serve more than six years in succession.
Article 6 The members of Audit Committee may obtain the director's emoluments and the dedicated member allowance provided to the members of the Committee, while may not accept the Company's compensation for advisers, consultants or others. The Company shall sign a written document about the remuneration with the Audit Committee and obtain the approval from the Board of Directors; there is no special remuneration when any member is dismissed.
HK Listing Rules 3.21 Governance Code 52 HK Listing Rules App. 14 C.3.2
CHAPTER III OPERATING MECHANISM OF THE AUDIT COMMITTEE
Article 7 The Company's internal audit department is a special operating mechanism of the Audit Committee; it is mainly responsible for providing daily liaison and meeting organization services to the Audit Committee and reporting to the Audit Committee.
Article 8 The main tasks of the operating mechanism include:
to constantly provide, remind and ensure that the members understand the regulations, policies and requirements related to the Company's operation of the domestic and foreign regulatory agencies; to assist the members to effectively implement the domestic and foreign laws, regulations, Articles of Association and other relevant regulations when exercising their powers;
to be responsible for organizing and preparing the documents of the Audit Committee, make the meeting records, ensure that the meeting decisions are in line with statutory procedures, and master the implementation of the resolutions of the Audit Commission;
to be responsible for organizing and coordinating the information disclosure and enhance the corporate transparency;
to deal with the relationship with the intermediaries, regulators and the Company's management.
CHAPTER IV POWERS OF THE AUDIT COMMITTEE
Article 9 In addition to the powers endowed to the directors in accordance with the Company Law and other relevant laws, administrative regulations and Articles of Association, the Audit Committee may exercise its powers in accordance with the Articles of Association and these Rules with the authorization of the Company's Board of Directors, not enjoy other special rights and have no right to replace the powers of the Board of Directors.
Article 10 The Audit Committee has the right to review the businesses carried out by the Company and its subsidiaries and the associated businesses carried out by the affiliated companies, or authorize the Company's internal audit agency to conduct the audit work.
Article 11 The Audit Committee has the right to investigate on the audited units (including the departments of the Company, the same below) and ask for proofing materials; the audited units and personnel shall fully make assistance and cooperation, provide accurate information and materials, and shall not refuse, tamper with, conceal, transfer or provide the false information.
Article 12 Audit Committee may independently engage external auditors and consultants and carry out audit and consulting for the specific matters of the Company at the expense of the Company.
Article 13 The Audit Committee has the right to deal with relevant suggestions raised by employees in relation to matters concerning the accounting, risk management, internal control or auditing.
Article 14 The Audit Committee shall establish the procedures for receiving, retaining or handling relevant matters concerning the accounting, risk management, internal control or auditing acquainted by the Company, and the confidential and anonymous complaints procedures for dealing with the objections proposed by the employees against the questionable financial or auditing matters, and shall have the right to accept such complaints.
Article 15 The Company's engagement of an accounting firm for providing the auditing and non-auditing services shall be approved by the Audit Committee in advance. The fees and terms of the auditing and non- auditing services provided by the accounting firm must be approved by the Audit Committee. The Audit Committee shall be responsible for supervising the services provided by the accounting firm, including the solving of financial reporting disputes between the accounting firm and the Company.
Article 16 The Company shall provide adequate resources and expenses to support the Audit Committee for fulfilling its duties.
Article 17 Other powers endowed by the Board of Directors. The Audit Committee shall make its terms of reference public and explain its role and powers delegated by the Board of Directors.
HK Listing Rules App. 14 C.3.6
HK Listing Rules App. 14 C.3.4
CHINALCO - Aluminum Corporation of China Ltd. issued this content on 28 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 16:08:24 UTC
Original Document: http://www.chalco.com.cn/zlgfen/rootfiles/2016/01/28/1453942150783484-1453942150785456.pdf
