Aluminum Corporation Of China Limited (SEHK:2600) entered into a framework agreement to acquire the remaining 81.14% stake in Chalco Mining Co., Ltd. from a group of sellers on January 11, 2018. Aluminum Corporation Of China Limited conditionally agreed to acquire the remaining 81.14% stake in Chalco Mining Co., Ltd. from a group of sellers for CNY 4.5 billion on January 31, 2018. The consideration will be paid through issuance of an aggregate of approximately 971.5 million shares. As on July 30, 2018, Aluminum Corporation of China Limited entered into supplemental agreement, whereby Aluminum Corporation of China Limited will now issue 971.7 million new shares as consideration. If the sellers obtain consideration shares before December 25, 2018, then the lock up period for consideration shares obtained shall be thirty-six months; and if the consideration shares are obtained after December 25, 2018, then the lock up period shall be twelve months. Post completion, Aluminum Corporation of China Limited will hold 100% stake in Chalco Mining Co., Ltd. In related transactions, Aluminum Corporation Of China Limited agreed to acquire Chalco Shandong Co., Ltd., Chalco Zhongzhou Aluminum Co., Ltd. and Baotou Aluminum Co., Ltd. for CNY 1.8 billion, CNY 2.4 billion and CNY 2.7 billion respectively. On closing, Chalco Mining Co., Ltd. will become a wholly owned subsidiary of Aluminum Corporation Of China Limited.

For the year ended December 31, 2017, Chalco Mining Co., Ltd. has revenue of CNY 4.4 billion, total assets of CNY 9.1 billion, net assets of CNY 6.6 billion and net profit of CNY 3.9 million. The transaction is subject to Board of Directors' and shareholders' approval of Aluminum Corporation of China Limited, approval of State-owned Assets Supervision and Administration Commission of the State Council, approval of China Securities Regulatory Commission and the appraisal results of Chalco Mining Co., Ltd. being filed with the competent authority. On July 31, 2018, the Board of Aluminum Corporation of China Limited recommended the shareholders to vote in favor of the transaction. An independent Board committee of the Aluminum Corporation of China Limited will be established to advice the independent shareholders. The transaction was approved by the internal decision-making body of Chalco Zhongzhou Aluminum Co., Ltd., State-owned Assets Supervision and Administration Commission of the State Council and reviewed and approved at the 19th meeting of the sixth directorate of Aluminum Corporation of China Limited. As of August 31, 2018, the independent Board committee recommended the independent shareholders to vote in favor of the transaction. On September 17, 2018, the transaction was approved by the shareholders of Aluminum Corporation of China Limited. As of November 7, 2018, the transaction plan was reviewed and approved by the internal decision-making body of Aluminum Corporation of China Limited and by the Board of Directors of Huarong Ruitong Equity Investment Management Co., Ltd., China Cinda Asset Management Co., Ltd., China Pacific Life Insurance Co., Ltd., BOC Financial Asset Investment Co., Ltd., ICBC Financial Asset Investment Co., Ltd. and ABC Financial Asset Investment Co., Ltd. As of November 20, 2018, China Securities Regulatory Commission approved the transaction. As of December 18, 2018, Aluminum Corporation of China received reply on approval of the transaction from the China Securities regulatory Commission.

CITIC Securities Company Limited (SHSE:600030) and VBG Capital Limited acted as financial advisors, YANG Yingchuan and LIU Zhuoli of Jiayuan Law acted as legal advisors and Ernst & Young (Hong Kong) Limited acted as an accountant to Aluminum Corporation Of China Limited. China United Assets Appraisal Group Co., Ltd and China Huarong Asset Management Co., Ltd. acted as appraisers in the transaction.