096f5044-7803-4e90-a036-16b43d32b786.pdf
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold all your shares in Aluminum Corporation of China Limited*, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
2015 ANNUAL GENERAL MEETING
A notice of the 2015 AGM to be held at the Company's conference room, No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC at 2:00 p.m. on Tuesday, 28 June 2016 is set out at page 19 to page 22 of this circular.
A reply slip and a form of proxy for use at the AGM are enclosed and are also published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk). Shareholders who intend to attend the AGM shall complete and return the reply slip in accordance with the instructions printed thereon on or before Tuesday, 7 June 2016. Shareholders who intend to appoint a proxy to attend the AGM are requested to complete the form of proxy in accordance with the instructions printed thereon. In the case of holders of H Shares, the form of proxy shall be lodged with the H Shares Registrar of the Company, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, and in the case of holders of A Shares, the form of proxy shall be lodged at the Company's Board Office at No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC, Postal Code 100082 as soon as possible and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
* For identification purpose only
13 May 2016
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
APPENDIX I - BIOGRAPHICAL DETAILS OF THE PROPOSED DIRECTORS . . . . . 14
APPENDIX II - BIOGRAPHICAL DETAILS OF THE PROPOSED
SHAREHOLDER REPRESENTATIVE SUPERVISORS 18
NOTICE OF 2015 ANNUAL GENERAL MEETING 19
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"A Share(s)" the domestic share(s) issued by the Company and denominated in RMB and which are listed on the Shanghai Stock Exchange;
"A Shareholder(s)" holder(s) of A Shares;
"ADS(s)" the American Depository Share(s) issued by the Bank of New York Mellon as the depository bank and listed on the New York Stock Exchange, with each ADS representing 25 H Shares;
"AGM" the 2015 annual general meeting of the Company to be held at the Company's conference room, No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC at 2:00 p.m. on Tuesday, 28 June 2016;
"Articles of Association" the articles of association of the Company;
"Board" the board of Directors of the Company;
"Chalco Hong Kong" Chalco Hong Kong Limited.* (中國鋁業香港有限公司), a limited
liability company incorporated in Hong Kong and owned as to 100% by the Company as at the Latest Practicable Date;
"Chinalco" Aluminum Corporation of China* (中國鋁業公司), a wholly state- owned corporation incorporated in the PRC and the controlling shareholder of the Company holding directly and indirectly approximately 35.77% of the total issued share capital of the Company as at the Latest Practicable Date;
"Company" Aluminum Corporation of China Limited* (中國鋁業股份有限公司), a joint stock limited company incorporated in the PRC, the A Shares, H Shares and ADS(s) of which are listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange, respectively;
"Director(s)" the director(s) of the Company;
"H Share(s)" the overseas-listed foreign invested share(s) in the Company's share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and subscribed for in Hong Kong dollars;
"H Shareholder(s)" holder(s) of H Shares;
"Hong Kong" the Hong Kong Special Administrative Region of the PRC;
"Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited;
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Latest Practicable Date" 9 May 2016, being the latest practicable date of ascertaining certain
information contained in this circular prior to its publication;
"Ningxia Energy" Chalco Ningxia Energy Group Limited* (中鋁寧夏能源集團有限
公司), a limited liability company incorporated in the PRC, which is owned as to 70.82% by the Company as at the Latest Practicable Date;
"PRC" The People's Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and the Taiwan region;