编辑: ACcyL | 2017-02-04 |
If you have sold all your shares in Aluminum Corporation of China Limited*, you should at once hand this supplemental 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. (1) PROPOSED DISPOSAL OF THE ALUMINUM FABRICATION INTERESTS OF THE COMPANY TO CHINALCO;
(2) PROPOSED TRANSFER OF THE LOANS OF THE COMPANY TO CHINALCO;
(3) PROPOSED DISPOSAL OF THE ASSETS OF NORTHWEST ALUMINUM FABRICATION BRANCH OF THE COMPANY TO NORTHWEST ALUMINUM FABRICATION PLANT, A SUBSIDIARY OF CHINALCO;
(4) PROPOSED DISPOSAL OF THE ALUMINA ASSETS OF GUIZHOU BRANCH OF THE COMPANY TO GUIZHOU ALUMINUM PLANT, A SUBSIDIARY OF CHINALCO;
AND (5) SUPPLEMENTAL NOTICE OF
2012 ANNUAL GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders China Securities (International) Corporate Finance Company Limited This supplemental circular should be read together with the AGM Circular and the AGM Notice. A letter from the Board containing details of the Proposed Disposal of Aluminum Fabrication Interests, the Proposed Transfer of Loans, the Proposed Disposal of Aluminum Fabrication Assets and the Proposed Disposal of Alumina Assets is set out on pages
1 to
32 of this supplemental circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in respect of the afore-mentioned Proposed Connected Transactions is set out on pages
33 to
34 of this supplemental 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 afore-mentioned Proposed Connected Transactions is set out on pages
35 to
70 of this supplemental circular. The Supplemental Proxy Form is also enclosed with this supplemental circular for use at the AGM. Whether or not you are able to attend the AGM in person, you are requested to complete and return the enclosed Supplemental Proxy Form in accordance with the instructions printed thereon not less than
24 hours before the time appointed for holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the Supplemental Proxy Form will not prevent you from attending and voting in person at the AGM or any adjournment if you so wish. *? For identification purpose only
7 June
2013 ― i ― CONTENTS Page DEFINITIONS ii LETTER FROM THE BOARD
1 LETTER FROM THE INDEPENDENT BOARD COMMITTEE
33 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
35 APPENDIX I ― FINANCIAL INFORMATION OF THE GROUP
71 APPENDIX II ― GENERAL INFORMATION
74 APPENDIX III ― VALUATION REPORT FOR ? THE WHOLE ASSETS OF NORTHWEST ? ALUMINUM FABRICATION BRANCH
82 APPENDIX IV ― VALUATION REPORT FOR ? THE ALUMINA ASSETS OF GUIZHOU BRANCH