1934 ACT FILE NO. 001-15264

         Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

         Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(1): __________

         Indicate by check mark if the registrant is submitting the Form 6-K in papers as permitted by Regulation S-T Rule 101(b)(7): __________

         Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

         If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-              

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date  June 1, 2015       

By                 /s/    Xu Bo                     
Name: Xu Bo
Title: Company Secretary

Certain statements contained in this announcement may be regarded as "forward-looking statements" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company specifically disclaims any obligation to update these forward-looking statements, unless required by applicable laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this announcement.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

SUPPLEMENTAL CIRCULAR

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS; AND

EXTENSION OF THE PERIOD OF AUTHORIZATION RELATING TO

THE PROPOSED A SHARE ISSUE

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

This supplemental circular should be read together with the AGM Circular and the AGM Notice.

A letter from the Board containing details of the renewal of the Non-exempt Continuing Connected Transactions, the Renewed Financial Services Agreement and the extension of the period of authorization relating to the Proposed A Share Issue is set out on pages 1 to 38 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement is set out on pages 39 to 40 of this circular. A letter from the Independent Financial Adviser containing its independent financial advice to the Independent Board Committee and the Independent Shareholders in respect of the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement is set out on pages 41 to 68 of this circular.

2 June 2015

*    For identification purpose only

CONTENTS

Page

DEFINITIONS .............................................................................................................................................................................................................

ii

LETTER FROM THE BOARD .................................................................................................................................................................................

1

LETTER FROM THE INDEPENDENT BOARD COMMITTEE ..........................................................................................................................

39

LETTER FROM GF CAPITAL ...............................................................................................................................................................................

41

APPENDIX - GENERAL INFORMATION ...........................................................................................................................................................

69

- i -

DEFINITIONS

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 Renminbi and which are listed on the Shanghai Stock Exchange;

"A Shareholder(s)"

holder(s) of A Shares;

"A Shareholders
    Class Meeting"

the 2015 first class meeting of the A Shareholders to be held at the Company's conference room, No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC on Thursday, 25 June 2015 immediately following the conclusion of the AGM or any adjournment thereof to consider and approve the resolution in relation to the extension of the period of authorization relating to the Proposed A Share Issue;

"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 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 Thursday, 25 June 2015;

"Articles of Association"

the Articles of Association of the Company;

"associate"

has the same meaning as defined in the Hong Kong Listing Rules;

"Board"

the board of Directors of the Company;

"CBRC"

China Banking Regulatory Commission;

"Chalco Ruimin"

Chalco Ruimin Co., Ltd.* a limited liability company incorporated in the PRC, which is directly owned as to 93.47% equity interest by Chinalco as at the Latest Practicable Date;

"Chalco Southwest
     Aluminum"

Chalco Southwest Aluminum Co., Ltd.* , a limited liability company incorporated in the PRC, which is directly owned as to 60% equity interest by Chinalco as at the Latest Practicable Date;

- ii -

DEFINITIONS

"Chalco Southwest
    Cold Rolling"

Chalco Southwest Cold Rolling Co., Ltd.* , a limited liability company incorporated in the PRC, which is directly owned as to 100% equity interest by Chinalco as at the Latest Practicable Date;

"Chinalco"

Aluminum Corporation of China* , a wholly state-owned corporation established in the PRC and the controlling shareholder of the Company holding directly and indirectly approximately 40.98% of the total issued share capital of the Company as at 15 May 2015;

"Chinalco Finance"

Chinalco Finance Co., Ltd. , a limited liability company incorporated in the PRC, which is held as to 100% by Chinalco as at the Latest Practicable Date and is a non-banking financial institution legally established with the approval of the CBRC and is a professional institution engaging in corporate financial services;

"Class Meetings"

A Shareholders Class Meeting and H Shareholders Class Meeting;

"close associate"

has the same meaning as defined in the Hong Kong Listing Rules;

"Company"

Aluminum Corporation of China Limited* , 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;

"connected person(s)"

has the same meaning ascribed thereto under the Hong Kong Listing Rules;

"CSRC"

China Securities Regulatory Commission;

"Director(s)"

the director(s) of the Company;

"Existing Continuing
     Connected
    Transactions"

the existing continuing connected transactions which have been and will continue to be entered into between the Group as a party and Chinalco, as the other party, the details of which are set out in the announcement of the Company dated 24 August 2012;

"Framework Agreement
    for Aluminum
     Products
    Fabrication Services"

the framework agreement for aluminum products fabrication services entered into between Chinalco and the Company on 28 February 2011 and the transactions contemplated thereunder will be consolidated into the General Agreement on Mutual Provision of Production Supplies and Ancillary Services from 1 January 2016;

- iii -

DEFINITIONS

"General Agreement on
    Mutual Provision of
    Production
    Supplies and
    Ancillary Services"

the general agreement on mutual provision of production supplies and ancillary services entered into between Chinalco and the Company on 5 November 2001 and renewed on 28 April 2015 for a term of three years from 1 January 2016 to 31 December 2018;

"GF Capital"

GF Capital (Hong Kong) Limited, a corporation licensed to carry out type 6 (advising on corporate finance) of the regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the terms of the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement;

"Group"

the Company and its subsidiaries;

"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;

"H Shareholders
    Class Meeting"

the 2015 first class meeting of the H Shareholders to be held at the Company's conference room, No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC on Thursday, 25 June 2015 immediately following the conclusion of the AGM and the A Shareholders Class Meeting or any adjournment thereof to consider and approve the resolution in relation to the extension of the period of authorization relating to the Proposed A Share Issue;

"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;

"Independent
    Board Committee"

the independent committee of the Board, the members of which consist of the independent non-executive Directors, formed to advise the Independent Shareholders with respect to the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement;

"Independent
    Financial Adviser"

GF Capital (Hong Kong) Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders;

- iv -

DEFINITIONS

"Independent
    Shareholder(s)"

the Shareholder(s) (other than Chinalco and its associates) who are not required to abstain from voting on the resolutions to be proposed at the AGM to approve the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement;

"Latest Practicable Date"

26 May 2015, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication;

"Non-exempt Continuing
     Connected
     Transactions"

(i) the expenditure and revenue transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services; and (ii) the expenditure transactions under the Provision of Engineering, Construction and Supervisory Services Agreement, both of which are subject to the Independent Shareholders' approval at the AGM under the Hong Kong Listing Rules;

"Original Financial
     Services Agreement"

the financial services agreement entered into between the Company and Chinalco Finance on 24 August 2012, which shall expire on 25 August 2015 and will be renewed by the Renewed Financial Services Agreement;

"PBOC"

the People's Bank of China, the central bank of the PRC;

"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;

"Proposed A Share Issue"

the proposed non-public issuance of up to 1.45 billion A Shares to not more than 10 target subscribers by the Company as approved at the 2012 first extraordinary general meeting of the Company, the 2012 first class meeting of the A Shareholders and the 2012 first class meeting of the H Shareholders of the Company, all held on 4 May 2012, the adjustments to which was approved at the 2012 second extraordinary general meeting of the Company, the 2012 second class meeting of the A Shareholders and the 2012 second class meeting of the H Shareholders of the Company, all held on 12 October 2012, the details (including relevant plans) of which are set out in the circulars dated 20 March 2012, 27 August 2012 and 26 September 2012, respectively;

"Provision of Engineering,
     Construction and
     Supervisory
    Services Agreement"

the provision of engineering, construction and supervisory services agreement entered into between Chinalco and the Company on 5 November 2001 and renewed on 28 April 2015 for a term of three years from 1 January 2016 to 31 December 2018;

- v -

DEFINITIONS

"Renewed Financial
     Services Agreement"

the financial services agreement conditionally entered into between the Company and Chinalco Finance on 28 April 2015, which is subject to Independent Shareholders' approval at the AGM;

"RMB"

Renminbi, the lawful currency of the PRC;

"SASAC"

the State-owned Assets Supervision and Administration Commission of the State Council;

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

"Share(s)"

A Shares and H Shares;

"Shareholder(s)"

A Shareholders and H Shareholders;

"Supervisor(s)"

the supervisor(s) of the Company;

"Supervisory Committee"

the supervisory committee of the Company;

"Xinan Aluminum"

Xinan Aluminum (Group) Co., Ltd. , a limited liability company incorporated in the PRC, which is an integrated large-scale aluminum fabrication enterprise, specialized in the production of various aluminum fabrication products, which is held as to 47.49% equity interest by Chinalco as at the Latest Practicable Date;

"Xinan Aluminum Mutual
     Provision of Products
    and Services
     Framework
     Agreement"

the mutual provision of products and services framework agreement entered into between the Company and Xinan Aluminum on 20 October 2008 and the transactions contemplated thereunder will be consolidated into the General Agreement on Mutual Provision of Production Supplies and Ancillary Services from 1 January 2016;

"%"

per cent.

*    For identification purpose only

- vi -

LETTER FROM THE BOARD

Executive Directors:

Registered office:

Mr. Ge Honglin

No. 62 North Xizhimen Street

Mr. Luo Jianchuan

Haidian District

Mr. Liu Xiangmin

Beijing

Mr. Jiang Yinggang

The People's Republic of China

Postal code: 100082

Non-executive Directors:

Mr. Liu Caiming

Principal place of business:

Mr. Wang Jun

No. 62 North Xizhimen Street

Haidian District

Independent Non-executive Directors:

Beijing

Mr. Ma Si-hang, Frederick

The People's Republic of China

Ms. Chen Lijie

Postal code: 100082

Principal place of business in Hong Kong:

6th Floor, Nexxus Building

41 Connaught Road

Central

Hong Kong

2 June 2015

To the Shareholders

Dear Sirs,

RENEWAL OF CONTINUING CONNECTED TRANSACTIONS; AND

EXTENSION OF THE PERIOD OF AUTHORIZATION RELATING TO

THE PROPOSED A SHARE ISSUE

I.

INTRODUCTION

Reference is made to the circular of the Company dated 11 May 2015, in relation to each of the resolutions to be proposed at the AGM and Class Meetings for consideration and approval.

- 1 -

LETTER FROM THE BOARD

The purpose of this supplemental circular is to (i) provide you with information regarding the renewal of the Non-exempt Continuing Connected Transactions, the Renewed Financial Services Agreement and the extension of the period of authorization relating to the Proposed A Share Issue in order to allow you to make an informed decision on voting in respect of the resolutions in relation to the renewal of the Non-exempt Continuing Connected Transactions, the Renewed Financial Services Agreement and the extension of the period of authorization relating to the Proposed A Share Issue to be proposed at the AGM and/or the H Shareholder Class Meeting; and (ii) to set out the letter of advice from the Independent Board Committee and the recommendation from the Independent Financial Adviser on the renewal of the Non-exempt Continuing Connected Transactions and the Renewed Financial Services Agreement. The purpose of this supplemental circular is to provide you with all the information reasonably necessary to enable you to make informed decisions on whether to vote for or against the proposed resolutions at the above meetings.

II.

INFORMATION ABOUT THE RENEWED FINANCIAL SERVICES AGREEMENT AND THE RENEWAL OF THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS

1.

The Resolution in Relation to the Continuing Connected Transactions under the Renewed Financial Services Agreement and the Proposed Annual Caps for the Three Years ending 25 August 2018

(1)

The Renewed Financial Services Agreement

As the Original Financial Services Agreement will expire on 25 August 2015, the Company and Chinalco Finance entered into the Renewed Financial Services Agreement on 28 April 2015 so as to continue to regulate the financial services provided thereunder.

Condition Precedent

The Renewed Financial Services Agreement is conditional upon the Independent Shareholders' approval being obtained at the AGM.

- 2 -

LETTER FROM THE BOARD

A summary of the principal terms and conditions of the Renewed Financial Services Agreement is set out as follows:

Date of the initial
    agreement:

26 August 2011

Date of the previously
     renewed agreement:

Pursuant to the Original Financial Services Agreement renewed on 24 August 2012, the term was renewed for three years from 26 August 2012, expiring on 25 August 2015

Parties:

Chinalco Finance as provider and the Company as recipient

Term:

Pursuant to the Renewed Financial Services Agreement entered into on 28 April 2015, the term was renewed for three years from 26 August 2015, expiring on 25 August 2018

Nature of transaction:

(i)

Pursuant to the Renewed Financial Services Agreement, the Group is entitled to select the financial institutions for financial services and decide the financial institutions for deposit and loan services as well as the amounts of loans and deposits according to its own business needs.

(ii)

Chinalco Finance undertakes that the terms for the provision of financial services to the Group at any time which shall be no less favorable than those of the same type of financial services provided by Chinalco Finance to Chinalco and other members of its group, or those of the same type of financial services provided to the Group by other financial institutions.

(iii)

Chinalco Finance shall provide the following financial services to the Group in accordance with the above service principles, with the major service terms as below:

- 3 -

LETTER FROM THE BOARD

Deposit Services:

(a)

The interest rate for the deposit of the Group with Chinalco Finance shall be no less than the interest rate for the same kind of deposit announced by the PBOC for the same period, no less than the interest rate for the same kind of deposit offered by the major commercial banks in the PRC for the same period, and no less than the interest rate for the same kind of deposit of Chinalco and other members of its group in Chinalco Finance for the same period.

(b)

In respect of deposit services, Chinalco Finance shall ensure the security of the Group's funds and promptly and fully satisfy any withdrawal request raised by the Group. If Chinalco Finance fails to pay the deposits to the Group on time and in full upon request, the Group shall be entitled to terminate the Renewed Financial Services Agreement and offset any such deposits payable with the loans due to Chinalco Finance by the Group according to laws and regulations of the PRC.

(c)

The maximum daily balance (including accrued interests) of the Group on the settlement account in Chinalco Finance shall not exceed RMB8 billion within the validity period of the Renewed Financial Services Agreement.

Settlement Services:

(a)

Chinalco Finance will provide payment and receipt services as well as other ancillary services relating to settlement services to the Group in accordance with the Group's instructions.

- 4 -

LETTER FROM THE BOARD

(b)

Chinalco Finance will provide the Company with the above settlement services for free.

Credit Services:

(a)

Subject to compliance with the relevant PRC laws and regulations, Chinalco Finance will, in light of the operation and development needs of the Group, provide comprehensive credit services, loan services, financial leasing services, bill operation services and other financing services.

(b)

The interest rate for the loans to be provided by Chinalco Finance to the Group shall not exceed the interest rate cap for the same type of loans announced by the PBOC for the same period; meanwhile, it shall be equivalent to or less than the interest rate for the same type of loans provided by Chinalco Finance to Chinalco and other members of its group, or the interest rate for the same type of loans provided by the major commercial banks in the PRC for the same period, whichever is lower.

(c)

Chinalco Finance shall provide loans to the Company on normal commercial terms and no security is to be granted by the Company over its assets.

(d)

The maximum daily balance (including accrued interests) of the loans provided by Chinalco Finance to the Group shall not exceed RMB10 billion within the validity period of the Renewed Financial Services Agreement.

- 5 -

LETTER FROM THE BOARD

Miscellaneous Financial Services:

(a)

Chinalco Finance may provide other financial services within its business scope in accordance with the Group's instructions and requirements.

(b)

The fees charged by Chinalco Finance for the provision of aforesaid miscellaneous financial services to the Group shall be in accordance with the relevant benchmark rates determined by the PBOC or the CBRC (if any). In addition, such fees shall not exceed those charged by the major commercial banks in the PRC for provision of same type of financial services, or those charged by Chinalco Finance for provision of same type of financial services to Chinalco and other members of its group, whichever is lower.

(c)

The annual fees charged by Chinalco Finance for the provision of the miscellaneous financial services to the Group shall not exceed RMB50 million within the validity period of the Renewed Financial Services Agreement.

(2)

Reasons for and Benefits of the Renewal of the Original Financial Services Agreement

The reasons for the Company to renew the Original Financial Services Agreement with Chinalco Finance are as follows:

(i)

The settlement services through Chinalco Finance will strengthen the Company's centralized management of its subsidiaries' capital and reduce the capital transmission time, and the Company may take full advantage of the favorable policy of free settlement services provided by Chinalco Finance to duly increase the amount of settlement services to be provided by Chinalco Finance and reduce the banking commission charges payable by the Company, which is beneficial in reducing the amount of settlement capital that is required to be kept by the Company and its subsidiaries, thereby releasing more capital for turnover.

- 6 -

LETTER FROM THE BOARD

(ii)

The Company will deposit part of its funds with Chinalco Finance, which will provide financing support to the Company's subsidiaries through operating loans subject to compliance with the limits for such loans. Such arrangements will resolve the liquidity requirements of individual subsidiaries of the Company and enables the Company to centralize its management of the Group's credit limits and loan targets through Chinalco Finance.

(iii)

The interest rate for the deposit of the Group with Chinalco Finance will be no less than the interest rate for the same kind of deposit announced by the PBOC for the same period, no less than the interest rate for the same kind of deposit offered by the major commercial banks in the PRC for the same period, which is beneficial in improving the level of the Company's capital gains.

(iv)

According to the Renewed Financial Services Agreement, Chinalco Finance will provide comprehensive credit services, loan services, financial leasing services, bill operation services and other forms of financing services, whose interest rate shall be equivalent to or less than the interest rate for the same type of loans provided by the major commercial banks, and no security is to be granted by the Company over its assets, enabling the lending procedure easier and more efficient than that provided by the commercial banks.

(v)

The arrangement of entrusted loans for the Company's subsidiaries through Chinalco Finance, will replace the high-rate loans of the Company's subsidiaries and increase the Company's entrusted loans so as to get the favorable loan by putting pressures on the local commercial banks.

(vi)

On 28 April 2015, pursuant to the Renewed Financial Services Agreement, Chinalco, as the sole shareholder of Chinalco Finance, has undertaken to the Company that Chinalco will provide valid assistance to Chinalco Finance if Chinalco Finance is in financial troubles, such as injecting more capital, to ensure the safety and liquidity of the relevant deposits of the Company and its subsidiaries with Chinalco Finance.

(vii)

Chinalco Finance is regulated by the PBOC and the CBRC and provides its services in accordance with and in satisfaction of the rules and operational requirements of these regulatory authorities.

- 7 -

LETTER FROM THE BOARD

(3)

Information of the Parties

Information on the Company

The Company is a joint stock limited company incorporated in the PRC. Its shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and its American depositary receipts are listed on the New York Stock Exchange.

The Group is principally engaged in the mining of bauxite, the production and sales of alumina, primary aluminum and operating of coal and iron ore businesses as well as the trading of other non-ferrous metal products. The Group is the largest producer of alumina and primary aluminum in the PRC.

Information on Chinalco Finance

Chinalco Finance is a limited liability company incorporated in the PRC in June 2011, which is held as to 100% by Chinalco. Its registered capital is RMB1.5 billion, which is fully paid by Chinalco, and its business scope includes provision of finance services and financing consultancy services, credit verification and related consultancy and agency services to member companies; provision of assistance to member companies in payment and receipt of transaction proceeds; provision of approved insurance agency services; provision of guarantees to member companies; provision of draft acceptance and discounting services to member companies; provision of entrusted loans to member companies; provision of loan and financial leasing to member companies; provision of intra-group transfer and settlement services to member companies and planning of clearing and settlement scheme; provision of deposit services to member companies; provision of counterpart loans.

Chinalco Finance is subject to stringent regulations and is regulated by the PBOC and the CBRC. The CBRC supervision includes regular examination of the audited financial statements and other relevant materials required to be filed by group finance companies as well as on-site inspections and interviews with the senior management of group finance companies. To ensure compliance with the applicable laws and regulations, the CBRC has powers to issue corrective and/or disciplinary orders and to impose penalties and/or fines on a group finance company. In accordance with the relevant requirements under the Measures for Administration of Finance Companies of Enterprise Groups promulgated by the CBRC, group finance companies, including Chinalco Finance:

(a)

are not allowed to engage in non-financial service business, including property investment or trading;

- 8 -

LETTER FROM THE BOARD

(b)

must comply with the following ratio requirements: (i) the capital adequacy ratio shall not be lower than 10%, (ii) the net inter-bank borrowing balance shall not exceed the total registered capital of the relevant finance company, (iii) the total amount of outstanding guarantees shall not be more than the total registered capital of the relevant finance company, and (iv) the ratio of self-owned fixed assets to total equity shall not exceed 20%; and

(c)

are required to deposit with the PBOC a mandatory proportion of the deposits they have received.

As far as the Directors are aware, Chinalco Finance has established stringent internal control measures to ensure effective risk management and compliance with laws and regulations, including:

(a)

it has established corporate governance structure to ensure the effectiveness of its internal controls including the practice of the general manager responsibility system under the leadership of the board of directors, the setting up of the organization structure according to the check-and-balance mechanisms (such as the decision-making system, execution system, supervision and feedback system) and the establishment of the working procedures and risk control system by separating the roles and responsibilities of the front office, middle office and back office;

(b)

it has adopted a centralized, safe and efficient business system. In order to meet the needs of control of the deposit amount by a listed company, it provides a designated real time service for the Company and its subsidiaries to inquiry the balances and the transaction details so as to alert the daily deposit balance and avoid exceeding the daily cap; and

(c)

it has a sound internal control system, including effective internal rules and policies specifically for management and control of operational risk and credit risks. It has its own credit policies and credit approval procedures for loan approvals which are designed in accordance with the relevant PBOC and CBRC regulations. It has also implemented various risk management rules to manage and monitor credit risks. The internal audit department assumes an internal independent supervisory role and is responsible for examining and auditing the business operation of other departments.

- 9 -

LETTER FROM THE BOARD

In assessing the financial risks involved in placing deposits with Chinalco Finance, the Directors have taken into account the following factors:

(a)

the operations of Chinalco Finance are subject to the supervision of the PBOC and the CBRC and are regulated by the relevant PRC financial services rules and regulations;

(b)

the Company has one board representatives at Chinalco Finance and will therefore be able to monitor the developments within Chinalco Finance; and

(c)

Chinalco Finance has established internal control and risk management systems in accordance with the relevant PRC financial services rules and regulations.

(4)

Internal Control Procedures and Corporate Governance Measures Adopted by the Group

In order to protect the interests of the Shareholders, the Group will adopt the following internal control procedures and corporate governance measures in relation to its utilisation of Chinalco Finance's services:

(a)

a monthly report on the status of the Group's deposits with Chinalco Finance will be delivered by Chinalco Finance to the Company on the third business day of the following month;

(b)

a copy of every regulatory report submitted by Chinalco Finance to the CBRC will be provided to the Company; and

(c)

the financial statements of Chinalco Finance will be provided to the Company on the fifth business day after the end of each quarter.

The Board considers that the above internal control procedures and corporate governance measures proposed to be adopted by the Company concerning the continuing connected transactions are appropriate and that the procedures and measures will give sufficient assurance to the Shareholders that the continuing connected transactions under the Renewed Financial Services Agreement will be appropriately monitored by the Company.

- 10 -

LETTER FROM THE BOARD

(5)

Historical Amounts under the Original Financial Services Agreement

Set out below are the actual amount of each of the services under the Original Financial Services Agreement for the two years ended 25 August 2014 and the period commencing from 26 August 2014 to 31 March 2015:

Deposit Services

Based on the information provided by the Group, the maximum daily balance of deposits (including accrued interest) placed by the Group with Chinalco Finance for two years ended 25 August 2014 and the period commencing from 26 August 2014 to 31 March 2015 was approximately RMB4.89 billion.

Settlement Services

No fees were paid by the Group to Chinalco Finance for the settlement services and other financial services for two years ended 25 August 2014 and the period commencing from 26 August 2014 to 31 March 2015. Chinalco Finance will provide the Company with the settlement services for free.

Credit Services

Since the services will be provided by Chinalco Finance to the Group at interest rate not exceeding the interest rate cap for the same type of loan announced by PBOC for the same period, the transaction involves provision of financial assistance by Chinalco Finance for the benefit of the Group on normal commercial terms (or better to the Group) where no security over the Group's assets is granted in respect of the financial assistance.

Miscellaneous Financial Services

The historical amounts paid by the Group to Chinalco Finance for the miscellaneous financial services for two years ended 25 August 2014 and the period commencing from 26 August 2014 to 31 March 2015 were approximately RMB3 million, RMB1 million and RMB5 million, respectively. The Company also expects that the related annual services fees payable by the Group to Chinalco Finance will remain insignificant throughout the term of the Renewed Financial Services Agreement.

- 11 -

LETTER FROM THE BOARD

(6)

Proposed Caps under the Renewed Financial Services Agreement

Pursuant to the Hong Kong Listing Rules, among the services under the Renewed Financial Services Agreement, only the deposit services thereunder is subject to the Independent Shareholders' approval. Information on the credit services, settlement services and miscellaneous financial services under the Renewed Financial Services Agreement, none of which requires the Independent Shareholders' approval, are set out in this supplemental circular so as to provide full information to the Shareholders about the Renewed Financial Services Agreement.

Deposit Services

Pursuant to the Original Financial Services Agreement, the maximum daily deposit balance (including accrued interests) of the Group with Chinalco Finance should not exceed RMB5.0 billion. Under the Renewed Financial Services Agreement, the relevant maximum daily deposit balance (including accrued interests) for the three years ending 25 August 2018 shall not exceed RMB8 billion.

The Board, having considered (i) the future business development plan and financial requirements of the Group; (ii) the need to obtain most favorable interest rate for the loan in order to reduce the interest expense; (iii) the free settlement services provided by Chinalco Finance, which will reduce the financial cost of the Company; (iv) the amount of funds deposited with Chinalco Finance which can be utilized to supplement the financial requirements of the subsidiaries of the Company and increase the efficiency of fund utilization, therefore proposed the above adjustment to the maximum daily deposit balance (including accrued interests) in the Group's settlement account with Chinalco Finance under the Renewed Financial Services Agreement for the three years ending 25 August 2018.

Settlement Services

Pursuant to the Original Financial Services Agreement, Chinalco Finance agreed to provide settlement services to the Group for free. Pursuant to the Renewed Financial Services Agreement, Chinalco Finance agreed to provide the Group with the settlement services for free, therefore no annual cap is required to be set in this regard.

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LETTER FROM THE BOARD

Credit Services

Pursuant to the Original Financial Services Agreement, the maximum total daily balance of the loans (including accrued interests) provided by Chinalco Finance to the Group shall not exceed RMB10 billion. Under the Renewed Financial Services Agreement, the maximum total daily balance of the loans (including accrued interests) shall still not exceed RMB10 billion.

Pursuant to the Renewed Financial Services Agreement, the credit services provided by Chinalco Finance to the Group are on normal commercial terms (or better to the Group) where no security over the Group's assets is granted in respect of such loans. Therefore, the credit services are exempt continuing connected transactions under Rule 14A.90 of the Hong Kong Listing Rules, and no annual cap is required to be set in this regard.

Miscellaneous Financial Services

Pursuant to the Original Financial Services Agreement, Chinalco Finance agreed to provide miscellaneous financial services with total annual fees payable to Chinalco Finance by the Group not exceeding RMB50 million to the Group. Under the Renewed Financial Services Agreement, the Company expects that the total annual fees payable to Chinalco Finance by the Group for the three years ending 25 August 2018 will not exceed RMB50 million. As each of the percentage ratios (if applicable) will be below the de minimis threshold set out in Rule 14A.76 of the Hong Kong Listing Rules, the provision of miscellaneous financial services by Chinalco Finance to the Group will be exempt from the reporting, announcement and independent shareholders' approval requirements under the Hong Kong Listing Rules.

(7)

Implications under the Hong Kong Listing Rules

As Chinalco is the controlling shareholder of the Company, directly or indirectly, holding approximately 40.98% of the issued share capital of the Company as at 15 May 2015, Chinalco is a connected person of the Company under the Hong Kong Listing Rules. As Chinalco holds 100% equity interests in Chinalco Finance, Chinalco Finance is a subsidiary of Chinalco and a connected person of the Company. Accordingly, the Renewed Financial Services Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company under Chapter 14A of the Hong Kong Listing Rules.

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LETTER FROM THE BOARD

Among the services to be provided by Chinalco Finance under the Renewed Financial Services Agreement, the relevant percentage ratio calculated in accordance with the Hong Kong Listing Rules for the deposit services exceeds 5%. Accordingly, the deposit services to be provided by Chinalco Finance under the Renewed Financial Services Agreement are subject to the reporting, announcement and Independent Shareholders' approval requirements under the Hong Kong Listing Rules.

At the eighteenth meeting of the fifth session of the Board of the Company held on 28 April 2015, the Board approved the Renewed Financial Services Agreement and the continuing connected transactions contemplated thereunder.

At the aforesaid Board meeting, Mr. Ge Honglin, Mr. Luo Jianchuan and Mr. Liu Caiming, Directors of the Company, holding management positions in Chinalco, have abstained from voting on the board resolution in respect of the Renewed Financial Services Agreement. Save as the aforementioned, none of the Directors has material interest in the transactions and therefore no other Director has abstained from voting on such board resolution.

The Board (including independent non-executive Directors) consider that the Renewed Financial Services Agreement has been negotiated on arm's length basis and is entered into in the ordinary course of business and on normal commercial terms or better. The terms of the Renewed Financial Services Agreement, the transactions contemplated thereunder, the proposed cap of the daily deposit balance (including accrued interests) are fair and reasonable and are in the interests of the Company and its Shareholders as a whole.

As at 15 May 2015, Chinalco and its associates jointly hold 5,542,186,799 A shares of the Company (of which, Chinalco directly holds 5,170,076,695 A shares of the Company and a number of subsidiaries owned by Chinalco hold 372,110,104 A shares of the Company in aggregate), representing approximately 40.98% of the total issued share capital of the Company, will abstain from voting for approving the Renewed Financial Services Agreement and the related annual caps.

The Independent Board Committee has, in accordance with the Hong Kong Listing Rules, been formed to advise the Independent Shareholders on the Renewed Financial Services Agreement and the proposed annual caps. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholder on the same.

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LETTER FROM THE BOARD

2.

The Resolution in Relation to the Non-exempt Continuing Connected Transactions and the Proposed Annual Caps for the Three Years ending 31 December 2018

(1)

The Non-exempt Continuing Connected Transactions

The Company has, since its establishment, entered into and will continue to enter into continuing connected transactions with Chinalco. As the Existing Continuing Connected Transactions will expire on 31 December 2015, the Company proposed to renew the agreements relating to the Existing Continuing Connected Transactions and to continue with the Existing Continuing Connected Transactions for the next three-year period from 1 January 2016 to 31 December 2018. Among the Existing Continuing Connected Transactions, the Non-exempt Continuing Connected Transactions, namely, (i) the expenditure and revenue transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services; and (ii) the expenditure transactions under the Provision of Engineering, Construction and Supervisory Services Agreement are subject to the Independent Shareholders' approval under the Hong Kong Listing Rules. A summary of the principal terms and conditions of the Non-exempt Continuing Connected Transactions are set out below:

Condition Precedent

Each of the General Agreement on Mutual Provision of Production Supplies and Ancillary Services and the Provision of Engineering, Construction and Supervisory Services Agreement is conditional upon the Independent Shareholders' approval being obtained at the AGM.

(a)

General Agreement on Mutual Provision of Production Supplies and Ancillary Services

Date of the initial

5 November 2001

    agreement:

Date of the

28 April 2015

    supplementary

    agreement:

Parties:

Chinalco as both provider and recipient (for itself and on behalf of its subsidiaries)

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LETTER FROM THE BOARD

The Company as both provider and recipient (for itself and on behalf of its subsidiaries)

Term:

Three years from 1 January 2016 to 31 December 2018

Nature of Transaction:

(a)

Supplies and Ancillary Services Provided by Chinalco to the Company:

(i)

Supplies: carbon ring, carbon products, cement, coal, oxygen, bottled water, steam, fire brick, aluminum fluoride, cryolite, lubricant, resin, clinker, aluminum profiles and other relevant or similar supplies and services;

(ii)

Storage and transportation services: vehicle transportation, loading, railway transportation and other relevant or similar services; and

(iii)

Ancillary production services: communications, testing, processing and fabrication, engineering design, repair, environmental protection, road maintenance and other relevant or similar services.

(b)

Supplies and Ancillary Services Provided by the Company to Chinalco:

(i)

Products: aluminum products (aluminum ingots) and alumina products, primary aluminum, slag, pitch and other relevant or similar supplies; and

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LETTER FROM THE BOARD

(ii)

Supporting services and ancillary production services: water, electricity, gas and heat supply, measurement, spare parts, repair, testing, transportation, steam and other relevant or similar services.

Note:

Due to the similar natures of transactions, the previous expenditure and revenue transactions under the Xinan Aluminum Mutual Provision of Products and Services Framework Agreement and the previous expenditure transactions under the Framework Agreement for Aluminum Products Fabrication Services will be consolidated into the General Agreement on Mutual Provision of Production Supplies and Ancillary Services.

Method of payment:

Payment on delivery (payment shall generally be made (a) within a period of time after the delivery of the relevant products at the place designated by the purchasing party or the provision of the relevant service, and the completion of necessary inspections and internal approval procedures; or (b) after setting-off the amounts due between the parties where there is mutual provision of products and services. The relevant payment term shall be no less favorable than those under comparable transactions between the Company and independent third parties.)

Price determination:

(1)

Provision of products and ancillary services to the Company by Chinalco:

(a)

Supplies: the price is determined with reference to the comparable local market prices. The comparable local market prices refer to the reference made to the prices charged or quoted by at least two independent third parties providing products or services with comparable scale in areas where such products or services were provided under normal trading conditions;

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LETTER FROM THE BOARD

(b)

Storage and transportation services: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries;

(c)

Ancillary production services: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries.

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LETTER FROM THE BOARD

(2)

Provision of products and ancillary services to Chinalco by the Company:

(a)

Products:

(i)

Alumina products: the selling price is determined according to a method where both the alumina spot market price and the weighted average price of settlement price for three-month aluminum ingot futures on the Shanghai Futures Exchange weighted in proportion. The Company will consider the geographical location of the customers, the seasonality demands, the transportation costs, and other relevant factors to determine the proportion of weight to be allocated to the aforementioned alumina spot market price and the weighted average price of settlement price for three-month aluminum ingot futures on the Shanghai Futures Exchange;

(ii)

Aluminum products (aluminum ingots): the trading price is determined according to the prices of futures in the current month, the weekly or monthly average spot market prices quoted on the Shanghai Futures Exchange;

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LETTER FROM THE BOARD

(iii)

Other products: the price is determined with reference to the contractual price or the comparable local market prices. The contractual price refers to a mutually agreed price set by all relevant parties for the provision of products. Such price is equivalent to reasonable costs incurred in providing such products plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries. The comparable local market prices refer to the reference made to the prices charged or quoted by at least two independent third parties providing products with comparable scale in areas where such products were provided under normal trading conditions.

(b)

Supporting services and ancillary production services:

(i)

Electricity supply: the price is determined with reference to the government-prescribed price, which refers to the on-grid electricity prices and electricity sales prices proposed to be executed by enterprises set out in the notices issued by the bureau of commodity price in each province published on their websites from time to time;

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LETTER FROM THE BOARD

(ii)

Gas, heat and water supply, measurement, spare parts, repair, testing, transportation, steam: the price is determined with reference to the contractual price, which refers to a mutually agreed price set by all relevant parties for the provision of services. Such price is equivalent to reasonable costs incurred in providing such services plus reasonable profit. Such reasonable profit refers to a profit not more than 5% of such costs. Such profit margin is considered reasonable as determined with reference to the current market practice in relevant industries;

(iii)

Other services: the price is determined with reference to the comparable local market prices, which refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions.

Separate operative agreements will be entered into under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services by the relevant parties from time to time, and the price of the products or services provided or received by parties will be negotiated and determined on a case by case basis in accordance with the pricing policies as set out above.

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LETTER FROM THE BOARD

(b)

Provision of Engineering, Construction and Supervisory Services Agreement

Date of the initial

5 November 2001

    agreement:

Date of the

28 April 2015

    supplementary

    agreement:

Parties:

Chinalco as both provider and recipient (for itself and on behalf of its subsidiaries)

The Company as both recipient and provider (for itself and on behalf of its subsidiaries)

Term:

Three years from 1 January 2016 to 31 December 2018

Nature of transaction:

Services provided by Chinalco to the Company: engineering design, construction and supervisory services as well as relevant research and development operations

Services provided by the Company to Chinalco: engineering design services (Notes: Since the amounts involved in engineering design services under the Engineering, Construction and Supervisory Services Agreement will continue to be minimal, they are expected to fall within the de minimis threshold as stipulated under Rule 14A.76(1) of the Hong Kong Listing Rules and are fully exempt under Chapter 14A the Hong Kong Listing Rules.)

Method of payment:

payment shall generally be made (a) as to 10% to 20% of the contract price before the provision of the relevant service, up to a maximum of 70% of the contract price during the provision of the relevant service and as to the remaining 10% to 20% of the contract price upon successful provision of the relevant service; (b) in accordance with the prevailing market practice; or (c) in accordance with the arrangement to be agreed by the parties. The relevant payment term shall be no less favorable than those under the comparable transactions between the Company and independent third parties.

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LETTER FROM THE BOARD

Price determination:

Engineering design: the price is determined by comparable local market prices or through public bidding on a case by case basis. The comparable local market prices refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions. Price determination through public bidding refers to the prices determined in accordance with the public bidding and tender procedure required by the relevant regulatory authorities in the areas where the projects are located. The bidding price shall be controlled within the reasonable range close to the base price.

Construction and supervisory services: the price is determined through public bidding. In such case, the prices will be determined in accordance with the public bidding and tender procedure required by the relevant regulatory authorities in the areas where the projects are located. The bidding price shall be controlled within the reasonable range which is close to the base price.

Other relevant services: the price is determined with reference to the comparable local market prices, which refer to the reference made to the prices charged or quoted by at least two independent third parties providing services with comparable scale in areas where such services were provided under normal trading conditions.

Separate operative agreements will be entered into under the Provision of Engineering, Construction and Supervisory Services Agreement by the relevant parties from time to time, and the price of the services provided or received by parties will be negotiated and determined on a case by case basis in accordance with the pricing policies as set out above.

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LETTER FROM THE BOARD

(2)

Historical Amounts of the Non-exempt Continuing Connected Transactions

Set out below are the actual amounts, the annual caps and the utilization rates of each of the Non-exempt Continuing Connected Transactions for the two previous financial years ended 31 December 2014, the actual amounts of the Non-exempt Continuing Connected Transactions for the three months ended 31 March 2015 as well as the estimated annual amounts and estimated utilization rates of the Non-exempt Continuing Connected Transactions for the financial year ending 31 December 2015:

For the

three

months

ended

For the year ended

For the year ended

31 March

For the year ending

31 December 2013

31 December 2014

2015

31 December 2015

Estimated

Actual

Annual

Utilization

Actual

Annual

Utilization

Actual

Estimated

Annual

Utilization

amounts

Caps

Rates

amounts

Caps

Rates

amounts

amounts

Caps

Rates

(RMB million)

Expenditure Transactions:

(i)

General Agreement on

    Mutual Provision of

    Production Supplies

    and Ancillary Services

    (Counterparty:

    Chinalco)

3,020

3,500

86.29%

3,314

4,000

82.85%

200

3,841

4,500

85.36%

(ii)

Provision of Engineering,

    Construction and

    Supervisory Services

    Agreement

    (Counterparty:

    Chinalco)

1,839

12,500

14.71%

988

13,000

7.60%

387

2,045

15,000

13.63%

(iii)

Framework Agreement for

Aluminum Products

    Fabrication Services

    (Counterparty:

     Chinalco) ^{Note 1}

64

300

21.33%

76

330

23.03%

13

68

360

18.89%

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LETTER FROM THE BOARD

For the

three

months

ended

For the year ended

For the year ended

31 March

For the year ending

31 December 2013

31 December 2014

2015

31 December 2015

Estimated

Actual

Annual

Utilization

Actual

Annual

Utilization

Actual

Estimated

Annual

Utilization

amounts

Caps

Rates

amounts

Caps

Rates

amounts

amounts

Caps

Rates

(RMB million)

(iv)

Xinan Aluminum Mutual

    Provision of Products

    and Services

    Framework

    Agreement

    (Counterparty: Xinan

    Aluminum) ^{Note 1}

2,501

6,500

38.48%

0

7,600

0%

112

210

8,700

2.41%

Revenue Transactions:

(i)

General Agreement on

    Mutual Provision of

    Production Supplies

    and Ancillary Services

    (Counterparty:

    Chinalco)

6,157

7,000

87.96%

6,586

7,500

87.81%

107

8,000

8,000

100%

(ii)

Xinan Aluminum Mutual

    Provision of Products

    and Services

    Framework

    Agreement

    (Counterparty: Xinan

    Aluminum) ^{Note 1}

3,382

7,000

48.31%

845

7,500

11.27%

107

683

8,000

8.54%

Note:

1.

The provision and supply of products and services under the Framework Agreement for Aluminum Products Fabrication Services and the Xinan Aluminum Mutual Provision of Products and Services Framework Agreement will be consolidated into the General Agreement on Mutual Provision of Production Supplies and Ancillary Services.

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LETTER FROM THE BOARD

For the three financial years ending 31 December 2015, the actual amounts of all such Non-exempt Continuing Connected Transactions were and are expected to be below the relevant annual caps. It is mainly because the global financial crisis has been a huge impact on the non-ferrous metals markets, especially the aluminum industry since 2008. Following a slump in aluminum products price, certain enterprises under the Company had to limit and reduce production and clamp down capital investments of all kinds, resulting in a decrease in the amounts of continuing connected transactions between the Company and Chinalco in terms of mutual provision of production supplies, engineering design, construction and supervisory services.

(3)

Proposed Annual Caps for the Non-exempt Continuing Connected Transactions and the Reasons thereof

Set out below are the proposed annual caps of Non-exempt Continuing Connected Transactions for the three years ending 31 December 2018:

Proposed annual caps for the year ending 31 December

2016

2017

2018

Increment

Increment

Proposed

Proposed

as compared

Proposed

as compared

annual caps

annual caps

to 2016

annual caps

to 2017

(RMB million)

Expenditure Transactions:

(i)

General Agreement on Mutual

    Provision of Production

    Supplies and Ancillary Services

    (Counterparty: Chinalco)

5,900

6,420

8.81%

6,950

8.26%

(ii)

Provision of Engineering,

Construction and Supervisory

    Services Agreement

    (Counterparty: Chinalco)

6,500

10,000

53.85%

10,000

0%

Revenue Transactions:

(i)

General Agreement on Mutual

    Provision of Production

    Supplies and Ancillary Services

    (Counterparty: Chinalco)

14,100

15,300

8.51%

16,400

7.19%

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LETTER FROM THE BOARD

(i)

General Agreement on Mutual Provision of Production Supplies and Ancillary Services:

The proposed annual caps for the expenditure transactions and revenue transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services are determined after having taken into account of (i) the historical amounts of such type of transactions between the Company and Chinalco; (ii) the volume of existing transactions between the Company and Chinalco; and (iii) a buffer amount to accommodate the unexpected fluctuation in the annual growth of the transaction volume.

The proposed annual caps for the expenditure transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services of the three financial years ending on 31 December 2018 are RMB5,900 million, RMB6,420 million and RMB6,950 million, respectively, representing a decrease of approximately 46% from those of the three years ending 31 December 2015 (including the annual caps for the expenditure transactions under the Xinan Aluminum Mutual Provision of Products and Services Framework Agreement and the Framework Agreement for Aluminum Products Fabrication Services for the three years ending 31 December 2015). The proposed annual caps for the revenue transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services of the three financial years ending on 31 December 2018 are RMB14,100 million, RMB15,300 million and RMB16,400 million, respectively, representing approximately an increase of 2% from those of the three years ending 31 December 2015 (including the annual caps for the revenue transactions under the Xinan Aluminum Mutual Provision of Products and Services Framework Agreement and the Framework Agreement for Aluminum Products Fabrication Services for the three years ending 31 December 2015). The decrease in the annual caps for the expenditure transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services is mainly attributable to the reduction of the volume of the continuing connected transactions as a result of the Company's disposal of its entire equity interest in Chalco Ruimin, Chalco Southwest Aluminum and Chalco Southwest Cold Rolling to Chinalco in June 2013. The ongoing transactions between Chalco Ruimin, Chalco Southwest Aluminum and Chalco Southwest Cold Rolling with Chinalco, respectively, no longer constitute continuing connected transaction of the Company for the purpose of the Hong Kong Listing Rules. The increase in the annual caps for the revenue transactions under the General Agreement on Mutual Provision of Production Supplies and Ancillary Services is mainly attributable to (i) the expected increase in the revenue transactions after the launch of the Group's market-oriented reform commencing in 2015 in phases, whereby the assets of carbon production lines, repair factory, and the information centre of the Group's Guangxi Branch and Henan Branch are leased to Chinalco group

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LETTER FROM THE BOARD

for Chinalco group's own production or operation (to which the Group sells petroleum coke and coal pitch as raw materials); (ii) the expected increase in the revenue transactions resulting from the plan of the consolidation of the logistics transportation business of the Group; and (iii) the expected increasing needs of aluminum products of Chinalco after the launch of the aluminum fabrication enterprises development plan by Chinalco in 2015.

(ii)

Provision of Engineering, Construction and Supervisory Services Agreement:

The proposed annual caps for the expenditure transactions under the Provision of Engineering, Construction and Supervisory Services Agreement are determined after having taken into account of (i) the historical amounts of such type of transactions between the Company and Chinalco; (ii) the volume of existing transactions between the Company and Chinalco; (iii) the future capital expenditure plan of the Company; and (iv) a buffer amount to accommodate the unexpected fluctuation in the annual growth of the transaction volume.

The proposed annual caps for the expenditure transactions under the Provision of Engineering, Construction and Supervisory Services Agreement of the three financial years ending on 31 December 2018 are RMB6,500 million, RMB10,000 million and RMB10,000 million, respectively, representing a decrease of approximately 35% from those of the three years ending 31 December 2015. Such estimation is primarily based on the following considerations: (i) the Company will cut down the capital expenditure projects; and (ii) the growing overall commodity prices and labor costs during the gradual recovery of the domestic economy.

(4)

Reasons for and Benefits of the Continuation of the Non-exempt Continuing Connected Transactions

Given the long-term relationship between the Group and Chinalco, the Company considers that it is in the Company's interests to renew the agreements relating to the Non-exempt Continuing Connected Transactions and to continue with the Non-exempt Continuing Connected Transactions for the following reasons: (1) the Company can acquire prompt and stable supply of products and services from Chinalco, thus lowering the operating risks and costs and facilitating the Company's routine management on production; (2) the Company can acquire engineering design, construction and supervisory services from Chinalco based on normal commercial terms, which are beneficial for the business development of the Group.

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LETTER FROM THE BOARD

(5)

Internal Control System and Corporate Governance Measures Adopted by the Company

In order to protect the interests of the Shareholders, the Company has adopted a set of effective internal control policies to supervise the connected transaction activities of the Company. The financial department of the Company will trace, monitor and check the progress of the connected transactions of the Company on a monthly basis. Meanwhile, the Audit Committee of the Board of the Company continuously conducts strict review on the connected transactions to ensure the completeness and effectiveness of the internal control measures regarding the connected transactions.

(6)

Hong Kong Listing Rules Implications

As Chinalco is the controlling shareholder of the Company, directly and indirectly, holding approximately 40.98% of the issued share capital of the Company as at 15 May 2015, Chinalco is a connected person of the Company under the Hong Kong Listing Rules.

Since the highest applicable percentage ratio for each of the Non-exempt Continuing Connected Transactions calculated on annual basis exceeds 5%, the Non-exempt Continuing Connected Transactions are subject to the reporting, announcement and the Independent Shareholders' approval requirements. An AGM will convened to obtain the Independent Shareholders' approval regarding the renewal of Non-exempt Continuing Connected Transactions and the proposed annual caps thereunder for the three years ending 31 December 2018.

At the eighteenth meeting of the fifth session of the Board of the Company held on 28 April 2015, the Board approved the renewal of the Non-exempt Continuing Connected Transactions and related proposed annual caps.

As Mr. Ge Honglin, Mr. Luo Jianchuan and Mr. Liu Caiming, Directors of the Company, hold management positions in Chinalco, they have abstained from voting on the board resolution in respect of the renewal of the Non-exempt Continuing Connected Transactions. Save as the aforementioned, none of the Directors has material interest in the transactions and therefore no other Director has abstained from voting on such board resolution.

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LETTER FROM THE BOARD

The Board (including independent non-executive Directors) considers that the renewal of Non-exempt Continuing Connected Transactions and the proposed annual caps are entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms; and (iii) on terms that are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

As at 15 May 2015, Chinalco and its associates jointly hold 5,542,186,799 A shares of the Company (of which, Chinalco directly holds 5,170,076,695 A shares of the Company and a number of subsidiaries owned by Chinalco hold 372,110,104 A shares of the Company in aggregate), representing approximately 40.98% of the total issued share capital of the Company, will abstain from voting for approving the renewal of Non-exempt Continuing Connected Transactions and the related annual caps.

The Independent Board Committee has, in accordance with the Hong Kong Listing Rules, been formed to advise the Independent Shareholders on the renewal of Non-exempt Continuing Connected Transactions and the proposed annual caps. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholder on the same.

(7)

Information of the parties

Information on the Company

The Company is a joint stock limited company incorporated in the PRC. Its shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and its American depositary receipts are listed on the New York Stock Exchange.

The Group is principally engaged in the mining of bauxite, the production and sales of alumina, primary aluminum and operating of coal and iron ore businesses as well as the trading of other non-ferrous metal products. The Group is the largest producer of alumina and primary aluminum in the PRC.

Information on Chinalco

Chinalco, as the controlling shareholder of the Company, directly and indirectly, holds 40.98% of the shares of the Company as at 15 May 2015. Chinalco is a state-owned enterprise incorporated under the laws of the PRC, whose entities and business were contributed to the Company upon the Company's establishments. The principal activities of Chinalco include the production and sales of aluminum, copper, rare earth and related non-ferrous metals mineral products, smelted products, fabrication products and carbon products.

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LETTER FROM THE BOARD

III.

THE RESOLUTION IN RELATION TO THE EXTENSION OF THE PERIOD OF AUTHORIZATION RELATING TO THE PROPOSED A SHARE ISSUE

Reference is made to the circulars of the Company dated 20 March 2012, 27 August 2012, 26 September 2012 and 12 May 2014, and the announcements of the Company dated 8 March 2012 and 24 August 2012 in relation to the authorization to the Board and the persons to be fully authorized by the Board to deal with specific matters relating to the Proposed A Share Issue. On 4 May 2012, the original proposed A Share issue was considered and approved at the 2012 first extraordinary general meeting, 2012 first class meeting of A Shareholders and 2012 first class meeting of H Shareholders. On 12 October 2012, the amendments to the original proposed A Share issue were considered and approved at the 2012 second extraordinary general meeting, 2012 second class meeting of A Shareholders and 2012 second class meeting of the H Shareholders. On 27 June 2014, the extension of the period of authorisation to the Board and the persons to be fully authorized by the Board to deal with the Proposed A Share Issue was granted by the Shareholders at the 2013 annual general meeting, 2014 first class meeting of A Shareholders and 2014 first class meeting of H Shareholders with a valid period of 12 months from 27 June 2014.

In view that the authorization granted to the Board of the Company and the persons to be fully authorized by the Board to deal with the Proposed A Share Issue will expire soon, the Company proposes the extension of the period of authorization granted to the Board of the Company and the persons to be fully authorized by the Board to deal with the Proposed A Share Issue at the AGM and Class Meetings for consideration and approval. For details of the Proposed A Share Issue (including relevant plans), please refer to the circulars of the Company dated 20 March 2012, 27 August 2012 and 26 September 2012. Specific details are set out as follows:

1.

Structure of the Proposed A share Issue

The structure of the Proposed A Share Issue is as follows:

(a) .

Type of shares
    and nominal value

:

The domestic listed RMB denominated ordinary shares (A Shares), with a nominal value of RMB1.00 each.

:

(b) .

Method of issue

:

Non-public issuance. The Company will, within 6 months from obtaining the approval of CSRC, issue the A Shares to no more than ten specific target subscribers at the appropriate time.

:

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LETTER FROM THE BOARD

(c) .

Target subscribers

:

Securities investment fund management companies, securities companies, insurance institutional investors, trust investment companies, finance companies and Qualified Foreign Institutional Investors who are qualified legal persons, natural persons, or other legally qualified investors, who shall be independent to the Company, its connected persons (as defined in the Hong Kong Listing Rules) and their respective associates (as defined in the Hong Kong Listing Rules). The Company will determine the target subscribers after obtaining the relevant approval and in accordance with the "Implementation Details of Non-Public Issuance of Shares by Public Companies" through bidding.

:

(d) .

Lock-up period

:

The target subscribers under the Proposed A Share Issue shall not transfer the Shares for a period of 12 months from the date of completion of the Proposed A Share Issue.

:

(e) .

Subscription method

:

All target subscribers will subscribe for the A Shares under the Proposed A Share Issue in cash.

:

(f) .

Number of A Shares

:

Not more than 1,450 million A Shares will be issued under the Proposed A Share Issue. The number of shares to be issued will be adjusted correspondingly according to the proportion of changes in the total share capital in case of ex-rights or ex-dividend such as distribution of dividend, bonus issue, capitalization issue, new issue or placing by the Company during the period from the pricing base date to the date of issue of the A Shares. The Board proposed that the Board be authorized at the AGM to determine the number of shares to be issued, having regard to the actual circumstances and after consultation with the leading underwriter of the Proposed A Share Issue.

:

(g) .

Pricing base date
    and price of
    the issue

:

The pricing base date of the Proposed A Share Issue is the date of announcement of the resolutions of the 29th meeting of the fourth session of the Board (i.e. 25 August 2012).

:

- 32 -

LETTER FROM THE BOARD

The issue price per A Share shall not be less than 90% of the average trading price of the A Shares in the 20 trading days immediately preceding the pricing base date (the average trading price of the A Shares in the 20 trading days immediately preceding the pricing base date = the total amount of A Shares traded in the 20 trading days immediately preceding the pricing base date of the A Shares/the total volume of A Shares traded in the 20 trading days immediately preceding the pricing base date of the A Shares).

The exact issue price will be determined by the Board after obtaining the approval of the CSRC, in accordance with the authority granted at the AGM and in compliance with the "Implementation Details of Non-Public Issuance of Shares by Public Companies", based on the bidding results and after consultation with the leading underwriter. The issue price of the Proposed A Share Issue will be adjusted correspondingly in case of ex-rights or ex-dividend such as distribution of dividends, bonus issue, capitalization issue or placing during the period from the pricing base date of the A Share Issue to the date of issue of the A Shares.

(h) .

Place of listing

:

After the expiration of the lock-up period under the Proposed A Share Issue, the A Shares issued thereunder will be listed and traded on the Shanghai Stock Exchange.

- 33 -

LETTER FROM THE BOARD

(i) .

Use of proceeds

:

The proceeds raised under the Proposed A Share Issue will not exceed RMB8.0 billion. After deduction of the relevant expenses, the net proceeds will be used in the Chalco Xing Xian alumina project, Chalco Zhongzhou Bayer Ore-dressing Process expansion construction project; and to supplement working capital, details of the project investments are as follows:

Required

Investment

Proceeds to

Project name

Amount

be utilized

(RMB '00

(RMB '00

million)

million)

(i)

Chalco Xing Xian alumina

    project

52.30

47.00

(ii)

Chalco Zhongzhou Bayer

    Oredressing