Aluminum of China : RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

ALUMINUM CORPORATION OF CHINA LIMITED

RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

(Revised Draft)

CHAPTER I GENERAL PROVISIONS

Article 1

These rules are hereby formulated in accordance with laws, regulations and normative documents such as the Company Law of the People's Republic of China, Mandatory Provisions of Articles of Association of Companies Listed Overseas, CSRC Guidelines for Articles of Association of Chinese Listed Companies, Code of Corporate Governance for Listed Companies in China, the listing rules of shares or securities of the stock exchanges where the Company's shares are listed (including the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited and the New York Stock Exchange) (hereafter as "Relevant Listing Rules") and 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 further standardizing the discussing and voting procedures of the Company's Supervisory Committee, promoting the supervisors and the Supervisory Committee to effectively fulfil their supervisory responsibilities and improving the Company's corporate governance structure.

Article 2

The Supervisory Committee is Company's standing supervisory body, responsible for supervising the Board of Directors and its members, President, and other senior management staff and preventing them from infringing the legitimate rights and interests of the shareholders, the Company and the employees.

Article 3

Supervisors shall faithfully perform their supervisory duties in accordance with laws, administrative regulations and the Articles of Association.

Article 4

The reasonable expenses incurred by the Board of Supervisors in the employment of professionals such as lawyers, registered accountants, practicing auditors, etc. in the exercise of its functions and powers and expenses caused by the supervisors attending the meeting of the Board of Supervisors shall be borne by the Company.

CHAPTER II THE POWERS OF THE BOARD OF SUPERVISORS

Article 5

The Supervisory Committee shall be responsible for the Shareholders' General Meeting and exercise the following duties in accordance with laws:

1. to supervise and check Company finance; to examine and submit written opinions on the periodical Company reports prepared by the Board of Directors; and to examine and submit written opinions on the annual social responsibility report of the Company (the Environmental, Social and Governance Report (referred to as ESG Report) under Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited);

2. to supervise directors, presidents and senior management personnel when carrying out their duties; to suggest the removal of directors or senior management personnel who contravene the laws, administrative regulations, the Articles of Association or resolutions of shareholders' general meetings;

3. when an action of a director, a president or senior management personnel damages the Company interests, it requests that director, presidents or senior management personnel to make corrections and report it to the Shareholders' General Meeting or relevant authorities in the PRC if necessary;

1. to verify financial information such as financial reports, business reports, profit distribution plans, etc. that the Board of Directors intents to submit to the Shareholders' General Meeting and, if in doubt, to be able to appoint, in the name of the Company, a registered accountant or practicing auditor to assist in reviewing such information;

2. to conduct an investigation in case of abnormal situation of the Company's operation; to hire the accounting firms, law firms and other professional organizations to facilitate their work if necessary;

3. to suggest the holding of extraordinary shareholders' general meetings, and, when the Board of Directors does not lawfully convene or hold shareholders' general meetings as required by the Company Law, to convene or hold shareholders' general meetings;

4. to put forward proposals at Shareholders' General Meetings;

5. to suggest the holding of extraordinary meetings of the Board of Directors;

6. to negotiate with the directors and senior management staff who have caused losses to the Company by violating laws, administrative regulations or the Articles of Associations while performing their duties on behalf of the Company and to bring lawsuits against them in accordance with laws;

7. other functions and powers provided for in the laws, regulations and rules, as well as the Articles of Association or granted by the Shareholders' General Meeting.

Article 6

The Board of Supervisors shall fulfill the supervision functions granted by the Shareholders' General Meeting in accordance with the laws, but shall not participate in the Company's decision-making and operational management activities.

Article 7

The outside supervisors shall independently report the integrity and diligence performance of the Company's senior management staff to the Shareholders' General Meeting.

Article 8

Supervisors may attend meetings of the Board of Directors in a non-voting capacity and raise questions and make suggestions in respect of matters that are the subject of resolutions of the Board of Directors.

Article 9

The Board of Supervisors shall give advice for the accounting firm engaged by the Company, commission other accounting firms to review the Company's financial condition in the name of the Company if necessary and directly report to the State Council authorities in charge of securities and other relevant departments.

CHAPTER III THE COMPOSITION OF THE BOARD

OF SUPERVISORS

Article 10

The Board of Supervisors shall consist of three supervisors. The external supervisors (refer to those supervisors who do not hold office in the Company, the same below) shall represent more than 50 percent of the members of the Board of Supervisors. The number of the supervisors who represent the employees shall be not less than one-third of the number of supervisors. The Board of Supervisors shall have one chairman, whose appointment and dismissal shall be subject to the affirmative vote of at least two-thirds of the members of the Board of Supervisors. The term of office of a supervisor shall be 3 years. A supervisor may serve consecutive terms if reelected upon the expiration of his or her term.

Article 11

The supervisors who represent the shareholders shall be elected and removed by the Shareholders' General Meeting; the employee representative of the supervisors shall be elected and removed by the employees' democratic election. The list of candidates for the supervisors who represent the shareholders shall be subject to the resolutions of the Shareholders' General Meeting. The candidates for the supervisors who represent the shareholders shall be nominated by the Board of Directors, the Board of Supervisors and a shareholder alone or shareholders together holding at least 3 percent of the Company's shares, and shall be elected and removed by the Shareholders' General Meeting of the Company.

Article 12

Supervisors shall also have the professional knowledge and work experience in terms of the laws and accounting, in addition to the qualifications stipulated in the Articles of Association and relevant laws and regulations.