Aluminum Corporation Of China Limited (SEHK:2600) entered into a framework agreement to acquire remaining 25.67% stake in Baotou Aluminum Co., Ltd. from a group of vendors on January 11, 2018. Aluminum Corporation Of China Limited entered into an acquisition agreement to acquire remaining 25.67% stake in Baotou Aluminum Co., Ltd from a group of vendors for CNY 2.7 billion on January 31, 2018. Aluminum Corporation Of China Limited will issue 444.7 million class A shares as consideration for CNY 6 per share. As of July 30, 2018, a supplemental agreement was entered for the deal. Under the supplemental agreement, Aluminum Corporation Of China Limited will acquire remaining 25.67% stake in Baotou Aluminum Co., Ltd from a group of vendors for CNY 1.7 billion. Pursuant to supplemental agreement, Aluminum Corporation Of China Limited will issue 444.4 million class A 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. In a related transaction, Aluminum Corporation Of China Limited also agreed to acquire 36.9% in Zhongzhou Aluminum, 30.8% stake in Chalco Shandong Co., Ltd. and 81.1% in Chalco Mining. Aluminum Corporation and will issue a total of 2.1 billion shares as consideration for four transactions. Pre deal, Aluminum Corporation Of China Limited held 74.3% stake and post completion of the deal, it will hold 100% of Baotou Aluminum Co., Ltd. Post completion, Baotou Aluminum Co., Ltd. will become a wholly owned subsidiary of Aluminum Corporation Of China Limited.

The transaction is subject to approval of Board and shareholders of Aluminum Corporation of China Limited, approval of State-owned Assets Supervision and Administration Commission of the State Council, China Securities Regulatory Commission approval and the appraisal results of Baotou Aluminum Co., Ltd. being filed with the competent authority. The transaction has obtained the principle consent of the State-owned Assets Supervision and Administration Commission of the State Council. The Board of Directors and Board of supervisors of Aluminum Corporation of China Limited approved the transaction. On September 14, 2018, State-owned Assets Supervision and Administration Commission of the State Council approved the deal in principle. On September 17, 2018, resolutions in relation to the assets acquisition by issuance of shares by Aluminum Corporation Of China Limited were considered and approved at Aluminum Corporation Of China Limited's 2018 first extraordinary general meeting, 2018 first A shareholders class meeting and 2018 first H shareholders class meeting, respectively. On November 20, 2018, Listed Company Merger and Reorganization Vetting Committee of China Securities Regulatory Commission unconditionally approved the transaction. As on December 18, 2018, China Securities Regulatory Commission approved the deal. An independent Board committee of the Aluminum Corporation of China Limited will be established to advice the independent shareholders. The independent Board committee recommends the independent shareholders to vote in favor of the transaction. CITIC Securities Company Limited (SHSE:600030) and VBG Capital Limited acted as financial advisors, YANG Yingchuan and LIU Zhuoli of Jiayuan Law acted as the legal advisors and Ernst & Young Hua Ming LLP acted as accountant to Aluminum Corporation Of China Limited. China United Assets Appraisal Group Co., Ltd acted as appraiser in the transaction.