Microsoft Word - A2015-12-135_E_AOA.docx
Important Note: The following is an English translation of the Chinese version of the Articles of Association of Aluminum Corporation of China Limited (中國鋁業股份有限公司章程). In
case of any discrepancies or inconsistencies, the Chinese version shall always prevail.
ARTICLES OF ASSOCIATION OF
Aluminum Corporation of China Limited
(Adopted at the Extraordinary Shareholders' General Meeting of the Company on September 24, 2001) (Approved by the State Economic and Trade Commission on September 26, 2001)
(Amended with the Approval of the Shareholders' General Meeting of the Company on June 12, 2002) (Amended with the Approval of the State Economic and Trade Commission on July 5, 2002) (Amended with the Approval of the Shareholders' General Meeting of the Company on June 7, 2004)
(Amended with the Approval of the State-owned Assets Supervision and Administration Commission of the State Council on July 30, 2004)
(Amended with the Approval of the Shareholders' General Meeting of the Company on June 9, 2005) (Amended with the Approval of the Shareholders' General Meeting of the Company on October 14, 2005) (Amended with the Approval of the Shareholders' General Meeting of the Company on May 10, 2006) (Amended with the Approval of the Shareholders' General Meeting of the Company on February 27, 2007) (Amended with the Approval of the Shareholders' General Meeting of the Company on October 12, 2007) (Amended with the Approval of the Shareholders' General Meeting of the Company on May 9, 2008) (Amended with the Approval of the Shareholders' General Meeting of the Company on October 28, 2008) (Amended with the Approval of the Shareholders' General Meeting of the Company on May 26, 2009)
(Amended with the Approval of the State-owned Assets Supervision and Administration Commission of the State Council on September 11, 2009)
(Amended with the Approval of the Shareholders' General Meeting of the Company on June 22, 2010)
(Amended with the Approval of the Shareholders' General Meeting of the Company on February 28, 2011) (Amended with the Approval of the Shareholders' General Meeting of the Company on October 12, 2012)
(Amended with the Approval of the Shareholders' General Meeting of the Company on December 29, 2015)
Table of Contents
Chapter Title Page
CHAPTER 1
|
General Provisions
|
1
|
CHAPTER 2
|
Purpose and Scope of Business
|
4
|
CHAPTER 3
|
Shares and Registered Capital
|
5
|
CHAPTER 4
|
Reduction of Capital and Buyback of Shares
|
13
|
CHAPTER 5
|
Financial Assistance for the Purchase of Company Shares
|
18
|
CHAPTER 6
|
Share Certificates and Register of Shareholders
|
21
|
CHAPTER 7
|
Rights and Obligations of the Shareholders
|
27
|
CHAPTER 8
|
Shareholders' General Meeting
|
32
|
CHAPTER 9
|
Special Voting Procedures for Class Shareholders
|
47
|
CHAPTER 10
|
Board of Directors
|
51
|
CHAPTER 11
|
Independent Directors
|
61
|
CHAPTER 12
|
Secretary to the Board of Directors
|
67
|
CHAPTER 13
|
Manager
|
70
|
CHAPTER 14
|
Board of Supervisors
|
72
|
CHAPTER 15
|
Qualifications and Obligations of the Directors, Supervisors,
|
Manager and Other Senior Management Staff of the Company
|
76
|
CHAPTER 16
|
Financial and Accounting Systems, Distribution of Profits, Auditing
|
85
|
CHAPTER 17
|
Engagement of Accounting Firms
|
94
|
CHAPTER 18
|
Merger and Division of the Company
|
100
|
CHAPTER 19
|
Dissolution and Liquidation of the Company
|
101
|
CHAPTER 20
|
Procedures for Amending the Company's Articles of Association
|
104
|
CHAPTER 21
|
Notices and Announcements
|
105
|
CHAPTER 22
|
Dispute Resolution
|
107
|
CHAPTER 23
|
Supplementary Provisions
|
108
|
Note: In the remarks column of these Articles of Association, "Company Law" means the revised Company Law of the People's Republic of China that comes into effect on January 1, 2006; "Securities Act" means the revised Securities Law of the People's Republic of China that comes into effect on January 1, 2006; "MP" means the Mandatory Provisions of Articles of Association of Companies That List Overseas jointly issued by the former Securities Office of the State Council and the former State Commission for the Restructuring of the Economy; "LR" means the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited; "Zheng Jian Hai Han" means the Letter of Opinion on Supplementing and Amending the Articles of Association of Companies That List in Hong Kong (ref. Zheng Jian Hai Han [1995] No. 1) jointly issued by the China Securities Regulatory Commission and the former State Commission for the Restructuring of the Economy; "Opinions" means the Opinions on Further Regulating the Operation and Intensifying the Reform of Companies Listed Overseas (ref. Guo Jing Mao Qi Gai [1999] No. 230) jointly issued by the China Securities Regulatory Commission and the State Economic and Trade Commission; "BSG" means the Guidelines on the Work of Board Secretaries of Overseas Listed Companies issued by the China Securities Regulatory Commission. "Guide",
"Governance Code", "Rules", "Protection of Public Shareholders", "Opinions on Independent Director", "Notice on Guarantee", "No. 15 Document" respectively refer to the Guidelines for the Articles of Association of Listed Companies (as Amended in 2006) issued by the China Securities Regulatory Commission, Code of Corporate Governance for Listed Companies in China, Rules for the General Assemblies of Shareholders of Listed Companies, Several Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders, Guiding Opinions on the Establishment of Independent Director Systems by Listed Companies, Notice on External Guarantee by Listed Companies, Notice on Urging the Listed Companies to Amend the Articles of Association.
ARTICLES OF ASSOCIATION OF
Aluminum Corporation of China Limited
LR
App. 13d, 1(a)
CHAPTER 1 General Provisions
Article 1. Aluminum Corporation of China Limited (the "Company") is a joint stock limited company established in accordance with the Company Law of the People's Republic of China (the "Company Law"), the Special Regulations of the State Council for the Share Offerings and Listings Overseas of Joint Stock Limited Companies (the "Special Regulations"), other relevant State laws and administrative regulations.
Following approval by the State Economic and Trade Commission by virtue of the GJMQG [2001] No. 818, the Company was registered with the State Administration for Industry and Commerce (the "SAIC") on September 10, 2001, and obtained a business license of an enterprise with legal personality. The registration number of the Company's business license of an enterprise with legal personality is 100000000035734.
The Company's sponsors include Aluminum Corporation of China, Guangxi Investment Group Co., Ltd., Guizhou Materials Development and Investment Co., Ltd.
Article 2. The Company's registered name:
Full name in Chinese: 中國鋁業股份有限公司
Abbreviated name in Chinese: "中國鋁業"
Full name in English: Aluminum Corporation of ChinaLimited Abbreviated name in English: Chalco
Article 3. The Company's domicile: No. 62, North Xizhimen Street, Beijing, China
Postal code: 100082
Tel: (010)82298322
Fax: (010)82298158
MP1
MP2
MP3
Article 4. The legal representative of the Company shall be the chairman MP4
of its Board of Directors.
Article 5. The Company is a joint stock limited company existing in perpetuity.
Each shareholder shall enjoy rights and assume liabilities to the extent of his shareholding in the Company. The Company shall assume liabilities for its debt to the extent of its entire assets.
The Company is an independent legal person, which shall be governed and protected by China laws, administrative rules and other regulations issued by the Government.
MP5
Article 6. The Company hereby formulated these Articles of Association (the "Company's Articles of Association" or the "Articles") at the Shareholders' General Meeting on December 29, 2015 through amending the Company's original Articles of Association (the "Original Articles") in accordance with the Company Law, the Special Regulations, the Mandatory Provisions of Articles of Association of Companies That List Overseas (the "MP"), the Guidelines for the Articles of Association of Listed Companies (the "Guide"), the Code of Corporate Governance for Listed Companies in China (the "Governance Code") and relevant provisions of other national laws and administrative regulations.
Article 7. These Articles of Association shall enter into effect if they are adopted by the special resolutions at the Shareholders' General Meeting of the Company.
MP6
Article 8.These Articles of Association shall become a legally binding document that regulates the organization and acts of the Company and the rights and obligations between the Company and the shareholders and between shareholders inter se from
the date on which they become effective.
MP6