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  November 14, 2013       

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.

Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

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

A letter from the Board containing details of the Proposed Disposal and the Proposed Loan Transfer is set out on pages 1 to 19 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the Proposed Disposal and the Proposed Loan Transfer is set out on pages 20 to 21 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 Proposed Disposal and the Proposed Loan Transfer is set out on pages 22 to 41 of this circular.

14 November 2013

*  For identification purpose only

CONTENTS

Page

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

ii

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

1

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

20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22

APPENDIX I - FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

42

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

45

APPENDIX III - COMFORT LETTERS IN RELATION TO PROFIT FORECASTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

54

APPENDIX IV - VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

57

- 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 RMB and which are listed on the Shanghai Stock Exchange;

"A Shareholder(s)"

holder(s) of A Shares;

"ADS(s)"

the American Depository Share(s) issued by the Bank of New York as the depository bank and listed on the New York Stock Exchange, with each ADS representing 25 H Shares;

"Annual Interest Rate"

the interest rate of LIBOR (London Interbank Offered Rate) plus 0.9%;

"Articles of Association"

the Articles of Association of the Company;

"associate(s)"

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

"Bank Loans"

the loans provided by CDB to Chalco Hong Kong in relation to the Simandou Project under the Loan Agreement, the principal of which amounted to USD438.75 million as at the Valuation Date;

"Board"

the board of Directors;

"business day"

any day (other than Saturday, Sunday and public holidays in Hong Kong) on which the banks in Hong Kong and the PRC are generally open for normal banking business;

"CDB"

Chian Development Bank;

"Chalco Hong Kong"

Chalco Hong Kong Limited.* , a wholly-owned subsidiary of the Company as at the Latest Practicable Date;

- ii -

DEFINITIONS

"Chalco Iron Ore"

Chalco Iron Ore Holdings Limited* , a non-wholly-owned subsidiary of the Company, which indirectly holds approximately 47% interests in Simfer Jersey as at the Latest Practicable Date;

"Chinalco"

Aluminum Corporation of China* , a state-owned enterprise and the controlling Shareholder of the Company as at the Latest Practicable Date;

"Chinalco Overseas Holdings"

Aluminum Corporation of China Overseas Holdings Limited* , a wholly-owned subsidiary of Chinalco as at the Latest Practicable Date;

"Company"

Aluminum Corporation of China Limited* , a joint stock limited company established in the PRC, the A Shares, H Shares and ADSs 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;

"Director(s)"

the director(s) of the Company;

"Effective Date"

the fifth business day following satisfaction of the relevant conditions precedent as set out in the Share Purchase Agreement or any other day as agreed among the parties;

"EGM"

the 2013 second extraordinary 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 9:30 a.m. on Friday, 29 November 2013;

"EGM Circular"

the circular issued by the Company to the Shareholders dated 9 October 2013 for the EGM;

"EGM Notice"

the notice issued by the Company to the Shareholders dated 9 October 2013 for the EGM, which sets out the resolutions in relation to the Proposed Disposal and the Proposed Loan Transfer;

- iii -

DEFINITIONS

"Equity Interest"

65% equity interest in Chalco Iron Ore owned by Chalco Hong Kong;

"Guarantee Agreement"

the guarantee agreement entered into between the Company and CDB on 19 April 2012, pursuant to which the Company agreed to provide guarantees for Chalco Hong Kong in relation to the bank loans under the Loan 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;

"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 Proposed Disposal and the Proposed Loan Transfer;

"Independent Financial Adviser"

GF Capital (Hong Kong) Limited, a corporation licensed to carry on type 6 (regulated activity), the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Disposal and the Proposed Loan Transfer;

"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 EGM to approve the Proposed Disposal and the Proposed Loan Transfer;

- iv -

DEFINITIONS

"Joint Development Agreement"

the joint development agreement entered into amongst Rio Tinto, Rio Tinto Iron Ore Atlantic Limited and the Company on 29 July 2010 for the purpose of development of the Simandou Project;

"Latest Practicable Date"

11 November 2013, being the latest practicable date in ascertain information for inclusion in the circular before despatching the circular to the Shareholders;

"Loan Agreement"

the bank loan agreement entered into between Chalco Hong Kong and CDB on 19 April 2012, pursuant to which Chalco Hong Kong obtained a loan not exceeding USD702 million from CDB for the Simandou Project;

"PRC"

the People's Republic of China which, for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region and the Taiwan region;

"Project Company"

means Simfer S.A., a company incorporated in Guinea in 2002 for the purpose of investing in and developing the Simandou Project;

"Proposed Disposal"

the proposed disposal of the Equity Interest by Chalco Hong Kong to Chinalco Overseas Holdings;

"Proposed Loan Transfer"

the proposed transfer of the Bank Loans by Chalco Hong Kong to Chinalco Overseas Holdings, which forms part of the Share Purchase Agreement;

"Rio Tinto"

Rio Tinto plc, a company incorporated in England and Wales, the shares of which are listed on the London Stock Exchange and the New York Stock Exchange;

"RMB"

Renminbi, the lawful currency of the PRC;

"SFO"

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

"Share(s)"

A Share(s) and H Share(s);

- v -

DEFINITIONS

"Shareholder(s)"

A Shareholder(s) and H Shareholder(s);

"Shareholders Agreement"

the shareholders agreement entered into amongst Chalco Hong Kong, Hantang Iron Ore Investment Limited, a subsidiary of China-Africa Development Fund, and three leading PRC enterprises in respect of Chalco Iron Ore on 6 October 2010, as amended and supplemented from time to time;

"Share Purchase Agreement"

the share purchase agreement entered into amongst the Company, Chalco Hong Kong, Chinalco and Chinalco Overseas Holdings on 18 October 2013 for the transfer of the Equity Interest and the Bank Loans by Chalco Hong Kong to Chinalco Overseas Holdings;

"Simandou Project"

the project to develop and operate the Simandou iron ore mine located in Guinea in West Africa as further described in the Joint Development Agreement;

"Simfer Jersey"

Simfer Jersey Limited, which owns 95% equity interest in the Project Company as at the Latest Practicable Date;

"USD"

means US dollar, the lawful currency of the United States of America;

"Valuation Date"

the date on which the value of Chalco Iron Ore is determined pursuant to an independent valuation report by China United Assets Appraisal Group Company Limited, an independent valuer, being 31 December 2012;

"Valuation Report"

the valuation report of Chalco Iron Ore prepared by China United Assets Appraisal Group Company Limited, an independent valuer, dated 28 September 2013; and

"%"

per cent.

- vi -

LETTER FROM THE BOARD

Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

Executive Directors:

Registered office:

Mr. Xiong Weiping

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:

Principal place of business:

Mr. Liu Caiming

No. 62 North Xizhimen Street

Mr. Wang Jun

Haidian District

Beijing

Independent non-executive Directors:

The People's Republic of China

Mr. Wu Jianchang

Postal code: 100082

Mr. Ma Si-hang, Frederick

Mr. Wu Zhenfang

Principal place of business in Hong Kong:

6/F, Nexxus Building

41 Connaught Road

Central

Hong Kong

14 November 2013

To the Shareholders

Dear Sirs,

I.

INTRODUCTION

Reference is made to the announcements of the Company dated 30 September 2013, 15 October 2013 and 18 October 2013, in relation to the Proposed Disposal and the Proposed Loan Transfer.

- 1 -

LETTER FROM THE BOARD

The purpose of this supplemental circular is to (i) provide you with information regarding the Proposed Disposal and the Proposed Loan Transfer in order to allow you to make an informed decision on voting in respect of the resolutions in relation to the Proposed Disposal and the Proposed Loan Transfer be proposed at the EGM; and (ii) to set out the letter of advice from the Independent Board Committee and the recommendation from Independent Financial Adviser on the Proposed Disposal and the Proposed Loan Transfer.

II.

INFORMATION ABOUT THE PROPOSED DISPOSAL AND THE PROPOSED LOAN TRANSFER

1.

Background

On 29 July 2010, the Company entered into the Joint Development Agreement with Rio Tinto and its affiliate for the development and operation of the Simandou Project, pursuant to which the Company would acquire 47% of the equity interest in a joint venture company to be incorporated by Rio Tinto. Accordingly, the Company through its subsidiary, Chalco Iron Ore, held 47% of the equity interest in the joint venture company incorporated by Rio Tinto, i.e. Simfer Jersey.

On 6 October 2010, the Company, through Chalco Hong Kong, established Chalco Iron Ore in Hong Kong, a wholly-owned subsidiary of the Company. On 28 November 2011, Chalco Hong Kong transferred 35% of the equity interest of Chalco Iron Ore to four investors. On the same date, the shareholders of Chalco Iron Ore entered into the Shareholders Agreement to contribute long-term equity investment capital by way of shareholder loans in Chalco Iron Ore in proportion to their respective shareholdings. As at the Latest Practicable Date, Chalco Hong Kong holds 65% equity interest in Chalco Iron Ore.

On 19 April 2012, Chalco Hong Kong entered into the Loan Agreement with CDB to get an aggregate loan not exceeding USD702 million for the Simandou Project. The Company, as the sole shareholder of Chalco Hong Kong, entered into the Guarantee Agreement with CDB to provide guarantees for Chalco Hong Kong in relation to the bank loans under the Loan Agreement. Such bank loans are used for the long-term shareholding investment capital for Chalco Iron Ore under the Shareholders Agreement, which are in turns used for investing in the Simandou Project. As at the Valuation Date, the principal of the Bank Loans amounted to USD438.75 million according to the financial statements of Chalco Hong Kong for the year 2012.

- 2 -

LETTER FROM THE BOARD

On 18 October 2013, the Company and its wholly-owned subsidiary, Chalco Hong Kong, entered into the Share Purchase Agreement with Chinalco and its wholly-owned subsidiary, Chinalco Overseas Holdings, pursuant to which Chalco Hong Kong agreed to transfer the Equity Interest and the Bank Loans to Chinalco Overseas Holdings.

Upon the Effective Date, the date on which all conditions precedent have been fulfilled under the Share Purchase Agreement, Chalco Hong Kong will not hold any equity interest in Chalco Iron Ore and the financial results of Chalco Iron Ore will cease to be consolidated into the Group's financial results.

So far as the Directors are aware of, Chinalco Overseas Holdings has no intention to acquire the remaining 35% equity interest in Chalco Iron Ore from the other four invertors as at the Latest Practicable Date.

2.

Principal Terms of the Share Purchase Agreement

Date:

18 October 2013

Parties:

Chinlaco Overseas Holdings (as the purchaser);

Chinlaco (as the purchaser parent);

Chalco Hong Kong (as the seller);

the Company (as the seller parent).

Transaction:

Chalco Hong Kong agreed to dispose its 65% equity interest in Chalco Iron Ore to Chinalco Overseas Holdings.

Chalco Hong Kong proposed to transfer the Bank Loans to Chinalco Overseas Holdings subject to the consent of CDB.

Consideration:

The consideration of the Proposed Disposal to be paid by Chinalco on behalf of Chinalco Overseas Holdings to the Company on behalf of Chalco Hong Kong, is USD2,066.54 million, which is determined with reference to the 65% of the appraised net assets of Chalco Iron Ore under the Valuation Report (the "Equity Consideration").

- 3 -

LETTER FROM THE BOARD

The consideration of the Proposed Loan Transfer to be paid by the Company on behalf of Chalco Hong Kong to Chinalco on behalf of Chinalco Overseas Holdings, is USD438.75 million, which is determined based on the principal of the Bank Loans as shown in the financial statements of Chalco Hong Kong as at the Valuation Date (the "Loan Consideration").

Subsequent Investment:

Chalco Hong Kong may continue to provide long-term equity investment in Chalco Iron Ore under the Shareholders Agreement during the period from the Valuation Date to the Effective Date.

Chinalco Overseas Holdings shall repay Chalco Hong Kong the amount of the abovementioned subsequent investment if any (the "Subsequent Investment", together with the Equity Consideration, the "Total Consideration").

Payment:

On the condition that the consent of CDB in relation to the Proposed Loan Transfer has been obtained, the Total Consideration will be paid as follows:

*

The first instalment, being USD438.75 million shall be paid on the Effective Date. The first instalment will be offset by the Loan Consideration, the amount of which is equivalent to the first instalment.

*

The second instalment, being USD387.87 million plus the Subsequent Investment (if any), together with the remaining amount (the Total Consideration minus the first instalment) at the Annual Interest Rate from the date following the Effective Date to the payment date of the second instalment, will be paid on 31 December 2014.

- 4 -

LETTER FROM THE BOARD

The corresponding losses or profits of the Equity Interest incurred during the period from the Valuation Date to the Effective Date and the relevant interests will be assumed by Chalco Hong Kong and will be paid or deducted together with the second instalment.

*

The third instalment, being USD413.31 million, together with the 60% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the second instalment to the payment date of the third instalment, will be paid on 31 December 2015.

*

The fourth instalment, being USD413.31 million, together with the 40% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the third instalment to the payment date of the fourth instalment, will be paid on 31 December 2016.

*

The fifth instalment, being USD413.31 million, together with the 20% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the fourth instalment to the payment date of the fifth instalment, will be paid on or before 31 December 2017.

On the condition that the consent of CDB in relation to the Proposed Loan Transfer has not been obtained, the Total Consideration will be paid as follows:

*

The first instalment, being USD413.31 million, shall be paid on the Effective Date.

*

The second instalment, being USD413.31 million plus the Subsequent Investment (if any), together with the remaining amount (the Total Consideration minus the 20% of the Equity Consideration) at the Annual Interest Rate from the date following the Effective Date to the payment date of the second instalment, will be paid on 31 December 2014.

- 5 -

LETTER FROM THE BOARD

The corresponding losses or profits of the Equity Interest incurred during the period from the Valuation Date to the Effective Date and the relevant interests will be assumed by Chalco Hong Kong and will be paid together with the second instalment.

*

The third instalment, being USD413.31 million, together with the 60% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the second instalment to the payment date of the third instalment, will be paid on 31 December 2015.

*

The fourth instalment, being USD413.31 million, together with the 40% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the third instalment to the payment date of the fourth instalment, will be paid on 31 December 2016.

*

The fifth instalment, being USD413.31 million, together with the 20% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the fourth instalment to the payment date of the fifth instalment, will be paid on or before 31 December 2017.

Rights and Obligations:

Chinalco Overseas Holdings will assume the obligations and enjoy the rights of Chalco Hong Kong under the Loan Agreement and the Shareholders Agreement, and Chinalco will assume the obligations and enjoy the rights of the Company under the Guarantee Agreement and the Joint Development Agreement upon the Effective Date.

The corresponding interests and other costs of the Bank Loans incurred before the Effective Date will be assumed by Chalco Hong Kong.

- 6 -

LETTER FROM THE BOARD

Conditions Precedent:

The Share Purchase Agreement will become effective subject to, among other things, the fulfilment of the followings:

(a)

the Proposed Disposal having been filed at the State-owned Assets Supervision and Administration Commission of the State Council of the PRC;

(b)

the Proposed Disposal having been approved by National Development and Reform Commission of the PRC;

(c)

the Proposed Disposal having been approved by the Independent Shareholders at the EGM; and

(d)

the consent of Rio Tinto in relation to the Proposed Disposal having been obtained.

As stated in the Share Purchase Agreement, Chalco Hong Kong may continue to provide long-term equity investment in Chalco Iron Ore under the Shareholders Agreement during the period from the Valuation Date to the Effective Date. Chalco Hong Kong is expected to provide an investment amount of approximately USD54.17 million to Chalco Iron Ore for the year ending 31 December 2013, including approximately USD40.67 million provided during the period from 1 January 2013 to 31 October 2013 and approximately USD13.50 million to be provided by 31 December 2013. As at the Latest Practicable Date, there is no planned schedule for any subsequent investment commencing from 1 January 2014.

For the deferred payment term as set out in the Share Purchase Agreement, the Directors are of the view that the payment term is on normal commercial term, fair and reasonable and in the interests of the Company and Shareholders due to the following reasons:

(i)

The payment term (including the Annual Interest Rate), which is allowed under the PRC laws and regulations, is determined upon arm's length negotiation among the parties of the Share Purchase Agreement;

(ii)

The Equity Consideration amounted to approximately USD2,066.54 million, which is a considerable sum of money even for a large scale company. It is impracticable for a company to pay such huge consideration in a short period no matter by way of internal funds and bank loans. In order to proceed with the completion of the Proposed Disposal, the Company accepted the deferred payment terms;

- 7 -

LETTER FROM THE BOARD

(iii)

In order to protect the interests of the Company and its Shareholders, Chinalco shall pay the interests in respect of the amount of the relevant installment at the Annual Interest Rate of LIBOR plus 0.9%, which is based on the lending rate of USD for one year in the international credit market.

In order to protect the Company's interests for the defaults by Chinalco under the Share Purchase Agreement, the Company made an internal assessment on the probability of such defaults and the corresponding financial risks. Taking into account (i) the long-term good credit rating of AAA on Chinalco pursuant to the credit rating report issued by China Lianhe Credit Rating Co., Ltd. on 28 June 2012; (ii) the strong financial strength of Chinalco, whose monthly deposit balance amounted to approximately RMB30 billion; (iii) the centralized management system of funds of Chinalco; and (iv) the good financing capacity of Chinaclo, the Company believes that the probability of such defaults is very small.

Pursuant to the Shareholders Agreement, a shareholder can transfer its equity interest in Chalco Iron Ore to its related person. As such, the Proposed Disposal from Chalco Hong Kong to Chinalco Overseas Holdings, who is deemed to be the related person of Chalco Hong Kong under the Shareholder Agreement, is not required to obtain the consent of the remaining shareholders of Chalco Iron Ore. As at the Latest Practicable Date, the Proposed Disposal has been filed at the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. Save as disclosed above, the other conditions precedent as set out in the Share Purchase Agreement are still subject to be fulfilled and no condition precedent is waivable.

As stated in the payment term in the Share Purchase Agreement, the Total Consideration will be deducted by the Bank Loans provided that the consent of CDB is obtained. On the condition that the Company fails to obtain such consent, the Total Consideration will be separately settled and the Company will use the first installment of the Total Consideration to repay the Bank Loans, upon which the obligations of Chalco Hong Kong under the Loan Agreement and the obligations of the Company under the Guarantee Agreement will be released. Therefore, although the Proposed Loan Transfer forms part of the Share Purchase Agreement, the consent of CDB in relation to the Proposed Loan Transfer is a condition precedent for the settlement through offset, which will not affect the validity of the Share Purchase Agreement. As at the Latest Practicable Date, the Company is still negating with CDB about the consent in relation to the Proposed Loan Transfer and has not obtained such consent.

- 8 -

LETTER FROM THE BOARD

3.

Information about Chalco Iron Core and the Bank Loans

(1)

Information about Chalco Iron Core

Chalco Iron Ore, a limited liability company established in Hong Kong on 6 October 2010 with a total issued share capital of HK$2,000 comprising 2,000 ordinary shares of a nominal value of HK$1.00 each, is indirectly owned as to 65% equity interest by the Company as at the Latest Practicable Date.

As at 31 December 2012, the audited book value of the net asset of Chalco Iron Ore was approximately RMB11,555.32 million. Further audited financial information of Chalco Iron Ore is set out in the table below (prepared under the China Accounting Standards for Business Enterprises):

For the year ended

For the year ended

31 December 2011

31 December 2012

Net loss (before taxation and extraordinary items)

-

RMB12.50 million

Net loss (after taxation and extraordinary items)

-

RMB12.50 million

For the year ended 31 December 2011, there is no operating revenue, operating expense, gross profit or net profit of Chalco Iron Ore. For the year ended 31 December 2012, there is no operating revenue of Chalco Iron Ore. Its operating costs amounted to approximately RMB12.50 million, which is mainly attributable to the management fees and the investment losses, and its net loss (before taxation and extraordinary items) and the net loss (after taxation and extraordinary items) both to amounted approximately RMB12.50 million for the year ended 31 December 2012. The liabilities of Chalco Iron Ore as at 31 December 2012 amounted to RMB25.76 million, representing an increase of 32.5% as compared with that of RMB19.44 million as at 31 December 2011.

- 9 -

LETTER FROM THE BOARD

Pursuant to the Valuation Report, the appraised value of Chalco Iron Ore as at 31 December 2012 was approximately USD3,179.30 million (equivalent to approximately RMB19,983.48 million according to the exchange rate as at the Valuation Date, i.e. USD1.00=RMB6.2855) based on the discounted cash flow method. There is no updated valuation for Chalco Iron Ore since 31 December 2012. The Directors considers that the valuation as set out in the Valuation Report which based on 31 December 2012 is fair and reasonable after taking into account the following factors:

(i)

To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, the Directors are of the view that there is no material adverse change occurred or change in the assumption used in the Valuation Report which may affect the valuation as set out in the Valuation Report as of the Latest Practicable Date;

(ii)

Pursuant to the relevant requirements of the PRC laws and regulations, the valuation report prepared by an independent qualified valuer will be effective within one year from the valuation base date. As such, the Valuation Report issued by China United Assets Appraisal Group Company Limited, an independent valuer of the PRC, is effective for the year ending 31 December 2013.

As an investment vehicle, Chalco Iron Ore holds 47% equity interest in Simfer Jersey which in turns holds indirectly 95% equity interest in the Project Company, which directly invests in and operates the Simandou Project. As at 31 December 2012, the total assets of Chalco Iron Ore amounted to approximately RMB11,581.08 million, including approximately RMB11,540.98 million of long-term equity interest investment in the Simandou Project. Therefore, the primary value of Chalco Iron Ore is its investment in the Simandou Project.

- 10 -

LETTER FROM THE BOARD

The Simandou Project involves the development of a premium open-pit iron mine located in Guinea in West Africa. Over the years, Rio Tinto, via the Project Company, has committed considerable time and cost on assessing the feasibility of the Simandou Project. In February 2013, Rio Tinto Iron Ore Atlantic Limited, an affiliate of Rio Tinto, prepared the Detailed Report on the Engineering and Design of the Simandou Project in relation to the summary of the mine under the Simandou Project, the construction plan of the infrastructure, the resources and reserves and the economic projection of the Simandou Project. According to the report, the current resources of No. 3 and No. 4 orebodies amounted to 2,718 million tonnes with an average grade of 65.5%. With increased investment in the iron ore and optimized infrastructure, it is estimated to reach the proposed annual production scale of 100 million tonnes in 2023.

The aforementioned 2,718 million tonnes of current minerals resources included 2,640 million tonnes of combine ore reserves and mineral resources and 78 million tonnes of unsorted resources. Pursuant to the relevant valuation requirements in the PRC, the amount of the unsorted resources cannot be used for the calculation of the valuation. Therefore, the valuation of the Valuation Report uses 2,640 million tonnes of combined ore reserves and minerals resources. Tonnages are reported on a dry basis. The cut-offs for both minerals resources and ore reserves is Fe greater than or equal to 58% and Al2O3 less than 3%.

As at 31 December 2012, after applying mining modifying factors, the abovementioned 2,718 million tonnes of current minerals resources converted to 1,844 million tonnes of reserves with an average grade of 65.5% and 796 million tonnes of resources with an average grade of 65.1%.

As far as the Company are aware of the estimated total capital requirement for the Simandou Project amounted to approximately USD18.3 billion.

As at the Latest Practicable Date, the Simandou Project is at the exploration stage. The expected first commercial production date is in December 2018, being delayed from 30 June 2015 (as originally scheduled) to 3.5 years later, pursuant to the Letter of Mutual Intent Relating to Implementation of the Simandou Project and Development of Investment Framework entered into among the Company, Rio Tinto and International Finance Corporation in August 2013.

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LETTER FROM THE BOARD

(2)

Information on the Bank Loans

As at the Valuation Date, the principal of the Bank Loans owed by Chalco Hong Kong to CDB under the Loan Agreement amounted to approximately USD438.75 million as shown in the financial statements of Chalco Hong Kong for the year 2012.

Pursuant to the Loan Agreement, Chalco Hong Kong shall pay the upfront costs, which represents 1.4% of the Bank Loans and has been fully paid at the Latest Practicable Date, and the interests in respect of the Bank Loans at the interest rate of LIBOR plus 3.3% every six months. Such Bank Loans shall be repaid by Chalco Hong Kong to CDB from April 2015 to April 2019 by installment. Saved as the guarantee provided by the Company under the Guarantee Agreement, there is no security or collateral provided for the Bank Loans.

4.

Valuation Methodology and Assumptions

The valuation reports of Chalco Iron Ore prepared by China United Assets Appraisal Group Company Limited are based on the discounted cash flow approach due to the following reasons:

(i)

The adoption of asset-based approach was not appropriate. The primary asset of Chalco Iron Ore is long-term equity investment in the exploitation of iron ore resources located in Guinea in West Africa. In addition, Chalco Iron Ore does not hold the controlling interest in the Simandou Project. Therefore, it is inappropriate to appraise the value of Chalco Iron Ore based on its balance sheet.

(ii)

The adoption of market approach was also not appropriate. As the iron mine in the Simandou Project is one of the largest iron mines under construction in the world and the Simandou Project is the largest project in Africa in terms of the investment scale, there will be a considerable deviation in the valuation results by adjustment to the comparable transactions involving in the market.

(iii)

The discounted cash flow approach is based on an estimate on the future profitability of the valued target. China United Assets Appraisal Group Company Limited has access to the necessary materials as required by the discounted cash flow approach so as to make a reasonable estimate on the future profits and risks.

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LETTER FROM THE BOARD

During the onsite investigation, China United Assets Appraisal Group Company Limited cannot access the mining area due to the tribal conflict in Guinea mining area, which cast influence on the China United Assets Appraisal Group Company Limited's original plan. As an alternative, China United Assets Appraisal Group Company Limited interviewed rear personnel in the mining area through telephone, and indirectly verified the construction in the mining area with the photos of onsite progress provided by them.

The tribal conflict has been solved before the reporting date. Due to the poor stability of political situation of Guinea and high operating risk of the Simandou Project in the future, China United Assets Appraisal Group Company Limited took all factors into consideration while calculating the discount rate (including 4% of country risk).

As the discounted cash flow method was applied in the Valuation Report, the Valuation Report is regarded as a profit forecast under Rule 14.61 of the Hong Kong Listing Rules.

Ernst & Young, the reporting accountants of the Company, has checked the arithmetical accuracy of the calculations of the discounted cash flows forecasts, which do not involve the adoption of accounting policies, underlying the valuation. The Board has confirmed that the profit forecast of Chalco Iron Ore in the Valuation Report has been made after due and careful enquiry by the Board. Letters from Ernst & Young and the Board are set out respectively in Appendix III to this circular.

In the course of conducting the valuation, the principal assumptions upon which the profit forecasts for Chalco Iron Ore has been made are presented as follows:

(1)

There will not be any material changes in the policies of the macro economy, finance and industries of the countries where Chalco Iron Ore operates within the forecast period.

(2)

There will not be any material changes in the social and economic conditions as well as the policies of taxation and tax rates of the countries where Chalco Iron Ore operates within the forecast period.

(3)

The management of Chalco Iron Ore within the forecast period will continue to operate according to the operational and management modes as pre-determined.

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LETTER FROM THE BOARD

(4)

The Project Company invests in accordance with the composition and scale of assets set out under the Detailed Project Design Report of Simandou Project

.

(5)

The parameters affecting the conclusion of the valuation, such as the grades and moisture of the ore products from the principal business of the Project Company, determined with reference to the Detailed Project Design Report of Simandou Project, are valid and effective. Future sales strategies and cost control which will be up to standards as pre-determined and planned and will not be subject to significant changes.

(6)

In the future forecast period, all expenses incurred by Chalco Iron Ore will not vary substantially on basis of the Detailed Project Design Report of Simandou Project . Such expenses will be up to standards as pre-determined and planned and will vary with changes in operating scale simultaneously.

(7)

As the amount of monetary funds or bank deposits of the enterprise varies frequently during the course of production and operation, and idle funds are taken into account as surplus assets, neither the interest income from deposits nor other uncertain gain and loss other than interest-bearing liabilities will be taken into account.

(8)

The expected first commercial production date is in December 2018, being delayed from 30 June 2015 (as originally scheduled) to 3.5 years later, pursuant to the Letter of Mutual Intent Relating to Implementation of the Simandou Project and Development of Investment Framework entered into among the Company, Rio Tinto and International Finance Center in August 2013.

(9)

The future annual capacity and production volume of the mine, the future production life is determined based on the Detailed Report on the Engineering and Design of the Simandou Project .

(10)

The FOB price of iron ore was firstly converted to the price of the iron ore of the same kind excluding VAT based on the CIF price (including VAT and ocean freight, and the tariff is nil) of Brazilian iron ore in China with ocean freight deducted, and then deducted the port expenses.

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LETTER FROM THE BOARD

(11)

The principal entities of investment and gaining of the Simandou Project are domestic companies. The discounting rate shall thus be determined by relevant domestic parameters. Country risk arisen from differences in countries of business shall also be considered. The cost of equity capital, re, of this evaluation shall be determined at the capital assets pricing model (CAPM): re = rf + e x (rm - rf) + + rn.

(a)

Referring to the average rate of the medium-to-long term national debt issued in the PRC in the latest five years, the approximate of risk-free rate of return (rf) according to the average rate of national debt over ten years is 3.89%.

(b)

Through calculating the average rate of return of index from 21 May 1992, when the free stock prices and free bidding of the Shanghai composite index starts, to 31 December 2012, the approximate of the expected market return rate, i.e. rm is 10.53%.

(c)

Based on relevant financial information of the listed companies engaged in iron mine in the mining industry in China, the se of the appraised enterprise is calculated.

(d)

Considering that Rio Tinto is the controlling company of the Simandou Project, the core assets of Chalco Iron Ore, and Chalco Iron Ore itself is the wholly-owned subsidiary of the listed company, the corporate risk adjustment coefficient =0.

(e)

The political turbulence in Guinea poses high risks for the future operation of the Simandou Project. Before Chalco Iron Ore joined the Simando Project, No. 3 and 4 mining rights under the Simandou Project was threatened to be confiscated by the Guinean government. On 22 April 2011, Chalco urged the Guinea government to enter into the Settlement Agreement for Simandou Project with Rio Tinto, and on July 2013 Chalco Iron Ore, Rio Tinto, International Finance Corporation and Guinea government entered into the Document Regarding the Interpretation and Execution of Settlement Agreement , which further controlled the exploitation risk of Simandou Project. The investment environment of Simandou Project becomes more mature.

(f)

As a result of the above factors, it was determined that the country risk was 4%, and the final equity capital of the valued object re= 0.1323.

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LETTER FROM THE BOARD

5.

Reasons and Benefits of the Proposed Disposal and the Proposed Loan Transfer

As published in the unaudited 2013 third quarterly results of the Company, the operating turnover amounted to RMB122.06 billion, the net loss attributable to shareholders of the Company amounted to approximately RMB1.87 billion, the net loss after extraordinary gains and losses attributable to shareholders of the Company amounted to RMB4.90 billion and the net cash flow from operating activities amounted to approximately RMB2.35 billion for the nine months ended 30 September 2013. As at 30 September 2013, the gear ratio of the Company amounted to approximately 74.22%.

The Simandou Project is a large project in terms of the investment scale, being approximately USD18.3 billion as expected, with a long construction period. As a party to the Simandou Project, taking into account the abovementioned current financial position of the Company, it brings a huge funding pressure to the Company.

In order to reduce the capital expenditure, lower the gear ratio and cut down the interest expenses, the Company has to dispose of its equity interest in the Simandou Project. The total capital expenditure which is expected to be reduced from the Proposed Disposal is approximately USD5 billion. The interest expenses incurred in relation to the Bank Loans under the Proposed Loan Transfer amounted to approximately USD16 million per year. The Company believes that the Proposed Disposal and the Proposed Loan Transfer will bring a considerable cash flow for the Company and reduce the interest expenses.

Upon completion of the Proposed Disposal, the Company will keep its business plan and strategies to "develop leading products of the Company by moving towards the upstream of the industry chain with advantages, strengthen the business of alumina and aluminum based on resources".

The Directors (including the independent non-executive Directors) are of the view that the terms of the Share Purchase Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

6.

Financial Effects of the Proposed Disposal and the Proposed Loan Transfer

The Company intends to use the net proceeds from the Proposed Disposal to repay a proportion of the loans of the Group so as to lower the size of the outstanding debt and to supplement the working capital of the Company so as to develop the key businesses of the Group, such as the construction and production of alumina mine, the production of aluminum and the integration of the coal, electricity and aluminum. The Company will determine the allocation of the abovementioned net proceeds for repaying the loans and supplementing working capital according to its actual situations. As of 30 September 2013, the amount of the outstanding debt (current and non-current portion) was approximately RMB125.24 billion. It is estimated that the change in such amount as of the Latest Practicable Date represents less than 5% as compare with that as of 30 September 2013. The due date of the debt ranges from 3 year to 10 year as of the Latest Practicable Date.

The gains expected to accrue to the Company from the Proposed Disposal (before deducting taxes and other expenses payable by the Company in respect of the Proposed Disposal), being the difference between the consideration and the respective carrying amount of the Group's investment as at 31 December 2012, was approximately RMB5.4 billion.

The excess of consideration over the net book value of the Equity Interest as at 31 December 2012 is approximately RMB5.4 billion. As such, the net asset value of the Company will be increased upon completion of the Proposed Disposal.

The Directors are of the view that the Proposed Disposal will not have any material effect on the assets and liabilities of the Company.

For the Proposed Loan Transfer, the Company estimates that the Proposed Loan transfer will reduce an amount of approximately USD16 million of interest expenses incurred per year and lower the gear ratio of the Company by approximately 1%.

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LETTER FROM THE BOARD

7.

Information about the Parties to the Share Purchase Agreement

The Company is a joint stock limited company established in the PRC; its shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and its ADSs are listed on the New York Stock Exchange. The Group is principally engaged in mining of bauxite; the production and sales of alumina, primary aluminum; operation of coal and iron ore businesses as well as trading of other non-ferrous metal products. The Group is the largest producer of alumina and primary aluminum in the PRC.

Chalco Hong Kong, a wholly-owned subsidiary of the Company, is a limited liability company established in Hong Kong. The principal activities of Chalco Hong Kong include overseas investments and alumina import and export.

Chinalco, as the controlling shareholder of the Company, directly and indirectly holds 41.60% of the Shares of the Company as at the Latest Practicable Date. Chinalco is a stated-owned enterprise incorporated under the laws of the PRC, whose entities and businesses were contributed to the Company upon the Company's establishments. The principal activities of Chinalco include copper fabrication and manufacturing of aluminum fabrication materials.

Chinalco Overseas Holdings, a wholly-owned subsidiary of Chinalco, is a limited liability company established in Hong Kong. The principal activities of Chinalco Overseas Holdings include the development of overseas resources and the investment management.

8.

Implications under the Hong Kong Listing Rules

Chinalco is the controlling shareholder of the Company. Therefore, Chinalco and Chinalco Overseas Holdings are connected persons of the Company and the Proposed Disposal and the Proposed Loan Transfer constitute connected transactions of the Company under the Hong Kong Listing Rules. As the highest applicable percentage ratio in respect of the Proposed Disposal and the Proposed Loan Transfer exceeds 25% but is less than 75%, the Proposed Disposal and the Proposed Loan Transfer constitute major transactions as well as non-exempt connected transactions of the Company under the Hong Kong Listing Rules and are therefore subject to the reporting, announcement and the Independent Shareholders' approval requirements.

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LETTER FROM THE BOARD

As Mr. Xiong Weiping and Mr. Liu Caiming, the Directors, also hold management positions in Chinalco, they have abstained from voting on the board resolutions in respect of the Proposed Disposal and the Proposed Loan Transfer. Save as the aforementioned, none of the Directors has material interest in the Proposed Disposal or the Proposed Loan Transfer and therefore no other Director has abstained from voting on such board resolutions.

Chinalco and its associates, with an aggregate 41.60% equity interest in the Company, will abstain from voting on the ordinary resolutions in relation to the Proposed Disposal and the Proposed Loan Transfer to be proposed at the EGM. No other Shareholders are required to abstain from voting at the EGM.

III.

RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on page 20 to page 21 of this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders.

Your attention is also drawn to the letter from the Independent Financial Adviser set out on page 22 to page 41 of this circular which contains the advice to the Independent Board Committee and the Independent Shareholders.

The Directors (including independent non-executive Directors) consider that the Share Purchase Agreement has been negotiated on arm's length basis. The terms of this agreement and the transactions contemplated thereunder are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of the relevant resolutions set out in the EGM Notice.

IV.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

By order of the Board

Aluminum Corporation of China Limited*

Xu Bo

Company Secretary

*  For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

14 November 2013

To the Independent Shareholders

Dear Sirs,

PROPOSED TRANSFER OF THE EQUITY INTEREST AND THE BANK LOANS

BY CHALCO HONG KONG TO CHINALCO OVERSEAS HOLDINGS

We refer to the circular of the Company dated 14 November 2013 to the shareholders of the Company (the "Circular"), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used in this letter, unless the context requires otherwise.

We have been appointed by the Board as the Independent Board Committee to advise you as to the fairness and reasonableness of the Proposed Disposal and the Proposed Loan Transfer.

GF Capital (Hong Kong) Limited has been appointed by the Company as the Independent Financial Adviser to advise you and us in this regard. Details of its recommendation, together with the principal factors and reasons it has taken into consideration in arriving at its recommendation are set out in its letter set out on pages 22 to 41 of the Circular.

Your attention is also drawn to the letter from the Board set out on pages 1 to 19 of the Circular and the additional information set out in the appendices to the Circular.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the terms of the Share Purchase Agreement and having considered the interests of the Company and the Independent Shareholders and the advice of the Independent Financial Adviser, we consider that the terms of such transactions are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, we recommend that the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM approving the Proposed Disposal and the Proposed Loan Transfer.

Yours faithfully,

For and on behalf of the Independent Board Committee

Aluminum Corporation of China Limited*

Wu Jianchang,

Ma Si-hang, Frederick,

Wu Zhenfang

Independent non-executive Directors

*  For identification purpose only

- 21 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of the letter of advice to the Independent Board Committee and the Independent Shareholders from the Independent Financial Adviser which has been prepared for inclusion in this circular.

29-30/F, Li Po Chun Chambers

189 Des Voeux Road Central

Hong Kong

14 November 2013

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED TRANSFER OF THE EQUITY INTEREST AND THE BANK LOANS

BY CHALCO HONG KONG TO CHINALCO OVERSEAS HOLDINGS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of (i) the proposed transfer of 65% equity interest held by Chalco Hong Kong in Chalco Iron Ore to Chinalco Overseas Holdings (the "Proposed Disposal"); and (ii) the proposed transfer to Chinalco Overseas Holdings of the loans provided by China Development Bank to Chalco Hong Kong in relation to the Simandou Project under the Loan Agreement (the "Proposed Loan Transfer"), details of which are set out in the letter from the Board (the "Board Letter") contained in the circular dated 14 November 2013 (the "Circular") issued by the Company to the Shareholders, of which this letter forms part. Unless the context requires otherwise, capitalised terms used in this letter shall have the same meanings as ascribed to them under the section headed "Definitions" in the Circular.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

By virtue of Chinalco, being the controlling shareholder of the Company, Chinalco and Chinalco Overseas Holdings are connected persons of the Company under the Hong Kong Listing Rules. Accordingly, the Proposed Disposal and the Proposed Loan Transfer constitute connected transactions of the Company under the Hong Kong Listing Rules. As the highest applicable percentage ratio in respect of the Proposed Disposal and the Proposed Loan Transfer exceeds 25% but is less than 75%, the Proposed Disposal and the Proposed Loan Transfer constitute major transactions as well as non-exempt connected transactions of the Company under the Hong Kong Listing Rules and are therefore subject to the reporting, announcement and the Independent Shareholders' approval requirements. Chinalco and its associates, with an aggregate 41.60% equity interest in the Company, will abstain from voting on the ordinary resolutions in relation to the Proposed Disposal and the Proposed Loan Transfer to be proposed at the EGM. 

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true, accurate and complete in all material respects at the time they were made and continue to be true, accurate and complete in all material respects as at the date of the Circular. We have also relied on our discussion with the management of the Company regarding the Group and the respective terms of the Share Purchase Agreement and the Loan Agreement for the proposed connected transactions, including the information and representations contained in the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors and the Company in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify our reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the business and affairs of the Group, Chinalco and their respective shareholders, subsidiaries, associates and business partners nor have we carried out any independent verification of the information supplied.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BACKGROUND INFORMATION

Information about the parties to the Share Purchase Agreement

The Company and Chalco Hong Kong

The Company is a joint stock limited company established in the PRC. Its shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange, and its ADSs are listed on the New York Stock Exchange. The Group is principally engaged in mining of bauxite; the production and sale of alumina, primary aluminum; operation of coal and iron ore businesses as well as trading of other non-ferrous metal products. The Group is the largest producer of alumina and primary aluminum in the PRC.

Chalco Hong Kong, a wholly-owned subsidiary of the Company, is a limited liability company established in Hong Kong. The principal activities of Chalco Hong Kong include overseas investments and alumina import and export.

Chinalco and Chinalco Overseas Holdings

Chinalco, as the controlling shareholder of the Company, directly and indirectly through its associates, holds a total of 41.60% of the issued Shares of the Company as at the Latest Practicable Date. 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 copper fabrication and manufacturing of aluminum fabrication materials. Chinalco, as the controlling shareholder of the Company, directly and indirectly through its associates, holds a total of 41.60% of the issued Shares of the Company as at the Latest Practicable Date. 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 copper fabrication and manufacturing of aluminum fabrication materials.

Chinalco Overseas Holdings, a wholly-owned subsidiary of Chinalco, is a limited liability company established in Hong Kong. The principal activities of Chinalco Overseas Holdings include the development of overseas resources and the investment management.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Proposed Disposal and the Proposed Loan Transfer

Background

On 29 July 2010, the Company entered into the Joint Development Agreement with Rio Tinto and its affiliate for the development and operation of the Simandou Project, a premium open-pit iron ore mine located in Guinea, West Africa. This agreement provides that the Company (through its subsidiary) would acquire 47% of the equity interest in a joint venture company to be incorporated by Rio Tinto.

On 6 October 2010, the Company, through Chalco Hong Kong, established Chalco Iron Ore in Hong Kong, a wholly-owned subsidiary of the Company. On 28 November 2011, Chalco Hong Kong transferred 35% of the equity interest of Chalco Iron Ore to four investors, and Chalco Iron Ore held 47% of the equity interest in the joint venture company incorporated by Rio Tinto, i.e. Simfer Jersey. On the same date, the shareholders of Chalco Iron Ore entered into the Shareholders Agreement to contribute long-term equity investment by way of shareholder loans in Chalco Iron Ore in proportion of their respective shareholdings. As at the Latest Practicable Date, Chalco Hong Kong holds 65% and the other investors collectively hold 35% of the equity interest in Chalco Iron Ore. Chalco Iron Ore holds 47% of the equity interest in Simfer Jersey which in turns holds 95% equity interest in Simfer S.A., the project company which directly invests in and operates the Simandou Project.

On 19 April 2012, for the Simandou Project, Chalco Hong Kong entered into the Loan Agreement with China Development Bank to get an aggregate loan facility not exceeding USD702 million. The Company, as the sole shareholder of Chalco Hong Kong, also entered into the Guarantee Agreement with China Development Bank to provide guarantees for Chalco Hong Kong in relation to the bank loans under the Loan Agreement. Such bank loans are used for the long-term shareholding investment for Chalco Iron Ore under the Shareholders Agreement, which in turns for investing in the Simandou Project. As at 31 December 2012, the principal of the Bank Loans amounted to approximately USD438.75 million according to the financial statements of Chalco Hong Kong.

On 18 October 2013, the Company and its wholly-owned subsidiary, Chalco Hong Kong, entered into the Share Purchase Agreement with Chinalco and its wholly-owned subsidiary, Chinalco Overseas Holdings, pursuant to which (i) Chalco Hong Kong agreed to sell and Chinalco Overseas Holdings agreed to purchase an aggregate of 1,300 ordinary shares of a nominal value of HK$1.00 each of Chalco Iron Ore, representing 65% equity interests of the issued share capital of Chalco Iron Ore, together with its long-term equity investment in Chalco Iron Ore by way of shareholder loan under the Shareholders Agreement; and (ii) Chalco Hong Kong agreed to transfer the Bank Loans to Chinalco Overseas Holdings subject to the consent of China Development Bank.

- 25 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Upon the Effective Date, Chalco Hong Kong will not hold any equity interest in Chalco Iron Ore and the financial results of Chalco Iron Ore will cease to be consolidated into the Group's financial results. Upon completion of the Proposed Loan Transfer, Chinalco Overseas Holdings will assume the obligations and enjoy the rights of Chalco Hong Kong under the Loan Agreement and the Shareholders Agreement, and Chinalco will assume the obligations and enjoy the rights of the Company under the Guarantee Agreement and the Joint Development Agreement upon the Effective Date. The corresponding interests and other costs of the Bank Loans incurred before the Effective Date will be assumed by Chalco Hong Kong.

Principal terms of the Share Purchase Agreement

Date:

18 October 2013

Parties:

Chinalco Overseas Holdings (as the purchaser);

Chinalco (as the purchaser parent);

Chalco Hong Kong (as the seller);

the Company (as the seller parent).

Consideration:

The consideration of the Proposed Disposal to be paid by Chinalco on behalf of Chinalco Overseas Holdings to the Company on behalf of Chalco Hong Kong, is USD2,066.54 million, which is determined with reference to the 65% of the appraised net assets of Chalco Iron Ore according to the valuation report prepared by China United Assets Appraisal Group Company Limited dated 28 September 2013 (the "Valuation Report") ("Equity Consideration").

The consideration of the Proposed Loan Transfer to be paid by the Company on behalf of Chalco Hong Kong to Chinalco on behalf of Chinalco Overseas Holdings, is USD438.75 million, which is determined based on the principal of the Bank Loans owed by Chalco Hong Kong to China Development Bank under the Loan Agreement as shown in the financial statements of Chalco Hong Kong as at 31 December 2012 ("Loan Consideration").

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Subsequent Investment:

Chalco Hong Kong may continue to provide long-term equity investment in Chalco Iron Ore under the Shareholders Agreement during the period from the Valuation Date to the Effective Date.

Chinalco Overseas Holdings shall repay Chalco Hong Kong the amount of the abovementioned subsequent investment if any (the "Subsequent Investment", together with the Equity Consideration, the "Total Consideration").

Payment:

On the condition that the consent of China Development Bank in relation to the Proposed Loan Transfer has been obtained, the Total Consideration will be paid as follows:

*

The first instalment, being USD438.75 million shall be paid on the Effective Date. The first instalment will be offset by the Loan Consideration, the amount of which is equivalent to the first instalment.

*

The second instalment, being USD387.87 million plus the Subsequent Investment (if any), together with the remaining amount (the Total Consideration minus the first instalment) at the Annual Interest Rate from the date following the Effective Date to the payment date of the second instalment, will be paid on 31 December 2014.

The corresponding losses or profits of the Equity Interest incurred during the period from the Valuation Date to the Effective Date and the relevant interests will be assumed by Chalco Hong Kong and will be paid together with the second instalment.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

*

The third instalment, being USD413.31 million, together with the 60% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the second instalment to the payment date of the third instalment, will be paid on 31 December 2015.

*

The fourth instalment, being USD413.31 million, together with the 40% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the third instalment to the payment date of the fourth instalment, will be paid on 31 December 2016.

*

The fifth instalment, being USD413.31 million, together with the 20% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the fourth instalment to the payment date of the fifth instalment, will be paid on or before 31 December 2017.

On the condition that the consent of CDB in relation to the Proposed Loan Transfer has not been obtained, the Total Consideration will be paid as follows:

*

The first instalment, being USD413.31 million, shall be paid on the Effective Date.

*

The second instalment, being USD413.31 million plus the Subsequent Investment (if any), together with the remaining amount (the Total Consideration minus the 20% of the Equity Consideration) at the Annual Interest Rate from the date following the Effective Date to the payment date of the second instalment, will be paid on 31 December 2014.

The corresponding losses or profits of the Equity Interest incurred during the period from the Valuation Date to the Effective Date and the relevant interests will be assumed by Chalco Hong Kong and will be paid together with the second instalment.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

*

The third instalment, being USD413.31 million, together with the 60% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the second instalment to the payment date of the third instalment, will be paid on 31 December 2015.

*

The fourth instalment, being USD413.31 million, together with the 40% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the third instalment to the payment date of the fourth instalment, will be paid on 31 December 2016.

*

The fifth instalment, being USD413.31 million, together with the 20% of the Equity Consideration at the Annual Interest Rate from the date following the payment date of the fourth instalment to the payment date of the fifth instalment, will be paid on or before 31 December 2017.

Conditions precedent:

The Share Purchase Agreement will become effective subject to, among other things, the fulfillment of the followings:

(a)

the Proposed Disposal having been filed at the State-owned Assets Supervision and Administration Commission of the State Council of the PRC;

(b)

the Proposed Disposal having been approved by National Development and Reform Commission of the PRC;

(c)

the Proposed Disposal having been approved by the Independent Shareholders at the EGM; and

(d)

the consent of Rio Tinto in relation to the Proposed Disposal having been obtained.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Information about Chalco Iron Ore

Chalco Iron Ore, a limited liability company established in Hong Kong on 6 October 2010 with a total issued share capital of HK$2,000 comprising 2,000 ordinary shares of a nominal value of HK$1.00 each, is indirectly owned as to 65% equity interest by the Company through Chalco Hong Kong as at the Latest Practicable Date.

As at 31 December 2012, the audited book value of the net asset of Chalco Iron Ore was approximately RMB11,555.32 million. The appraised value of Chalco Iron Ore as at 31 December 2012, as prepared by China United Assets Appraisal Group Company Limited based on the discounted cash flow method, was approximately USD3,179.30 million (or approximately RMB19,983.48 million according to the exchange rate as at the Valuation Date, i.e. USD1.00 = RMB6.2855). Further audited financial information of Chalco Iron Ore is set out in the table below (prepared under the China Accounting Standards for Business Enterprises):

For the year ended

For the year ended