Aluminum of China : PROPOSED INTRODUCTION OF THIRD-PARTY INVESTORS FOR…

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Reference is made to the announcement of the Company dated 26 October 2017 in relation to the Company's proposed introduction of third-party investors for capital contribution to certain subsidiaries.

On 4 December 2017, the Company and the Investors entered into the Chalco Shandong Investment Agreements, the Zhongzhou Aluminum Investment Agreements, the Baotou Aluminum Investment Agreements and the Chalco Mining Investment Agreements, respectively. On the same day, the Company, Chalco Mining and the Investors entered into the Chalco Mining Debt Conversion Agreements, respectively. Pursuant to these agreements, the Investors respectively agreed to make capital contribution to the Target Companies in accordance with the terms and conditions of their respective Investment Agreements.

Upon the Proposed Capital Contribution, the Company's equity interest in the Target Companies will be diluted. Accordingly, the transactions contemplated under the Investment Agreements will constitute deemed disposals of the Company under Chapter 14 of the Hong Kong Listing Rules. Having considered the implications of the Rule 14.22 and Rule 14.23 of the Hong Kong Listing Rules, the Company aggregated the transactions contemplated under the Investment Agreements. As the highest applicable percentage ratio upon aggregation is higher than 5% but less than 25%, the transactions contemplated under the Investment Agreements constitute a discloseable transaction of the Company and shall be subject to reporting and announcement requirements but exempt from shareholders' approval requirement under Chapter 14 of the Hong Kong Listing Rules.

The Proposed Capital Contribution was considered by the Board, after its deliberate and prudent consideration, to have comparatively significant meanings to the Company. Therefore, the Company would like to seek approval for the Proposed Capital Contribution from the Shareholders at the EGM. The circular of the 2017 second extraordinary general meeting in relation to, among other things, the Proposed Capital Contribution has been despatched to the Shareholders on 3 November 2017, and the supplemental circular of the 2017 second extraordinary general meeting in relation to, among other things, the Proposed Capital Contribution will be despatched to the Shareholders on 5 December 2017.

1. INTRODUCTION

   Reference is made to the announcement of the Company dated 26 October 2017 in relation to the Company's proposed introduction of third-party investors for capital contribution to certain subsidiaries.

   On 4 December 2017, the Company and the Investors entered into the Chalco Shandong Investment Agreements, the Zhongzhou Aluminum Investment Agreements, the Baotou Aluminum Investment Agreements and the Chalco Mining Investment Agreements, respectively. On the same day, the Company, Chalco Mining and the Investors entered into the Chalco Mining Debt Conversion Agreements, respectively. Pursuant to these agreements, the Investors respectively agreed to make capital contribution to the Target Companies in accordance with the terms and conditions of their respective Investment Agreements.

2. THE INVESTMENT AGREEMENTS

The major terms of each of the Investment Agreements are about the same, which are summarized as follows:

The parties under the Chalco Mining Debt Conversion Agreements are (i) the Company, (ii) Chalco Mining and (iii) the Investors.

To the best of the Directors' knowledge, information and belief after having made all reasonable inquiries, as at the date of this announcement, China Cinda and its close associates, CPIC Life as well as China Life and its close associates, held 133,685,331, 16,668,900 and 41,478,108 A Shares of the Company, respectively (representing approximately 0.90%, 0.11% and 0.28% of the total issued share capital of the Company, respectively), and Mr. Wang Jun, a Director of the Company, concurrently serves as the business director in China Cinda. Save as disclosed above, all Investors and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

The consideration to be paid pursuant to the Chalco Shandong Investment Agreements and, upon completion of the Proposed Capital Contribution, the percentage of equity interest of Chalco Shandong to be held by each of the Investors are set out below:

An aggregate contribution of approximately RMB1,790,000 thousand will be made by the

Investors to acquire approximately 30 . 80 % of equity interest of Chalco Shandong. The consideration under the Chalco Shandong Investment Agreements was determined by the Company through reasonable negotiations with the Investors with reference to the appraised value of the net assets of Chalco Shandong as at the Valuation Benchmark Date (being approximately RMB4,022,553.7 thousand) as set out on the valuation report prepared by China United Assets Appraisal using the asset-based approach.