Important Note: The following is an English translation of the Chinese version of the Rule of Procedures for the Board of Supervisors of Aluminum Corporation of China Limited ( 中 國 鋁 業 股 份 有 限 公 司 監 事 會 議 事 規 則). In case of any discrepancies or inconsistencies, the Chinese version shall always prevail.

ALUMINUM CORPORATION OF CHINA LIMITED

RULES OF PROCEDURES FOR THE BOARD OF SUPERVISORS

CHAPTER I GENERAL PROVISIONS

Article 1

These rules are hereby formulated in accordance with laws,

regulations and normative documents such as the Company Law of

the People's Republic of China, Mandatory Provisions of Articles

of Association of Companies Listed Overseas, CSRC Guidelines

for Articles of Association of Chinese Listed Companies, Code

of Corporate Governance for Listed Companies in China , the

listing rules of shares or securities of the stock exchanges where

the Company's shares are listed (including the Shanghai Stock

Exchange, The Stock Exchange of Hong Kong Limited and the

New York Stock Exchange) (hereafter as "Relevant Listing

Rules") and the Articles of Association of Aluminum Corporation

of China Limited and other relative provisions (hereinafter

referred to as the "Articles of Association"), with the purpose

of further standardizing the discussing and voting procedures

of the Company's Supervisory Committee, promoting the

supervisors and the Supervisory Committee to effectively fulfil

their supervisory responsibilities and improving the Company's

corporate governance structure.

Article 2

The Supervisory Committee is Company's standing supervisory

body, responsible for supervising the Board of Directors and

its members, President, and other senior management staff and

preventing them from infringing the legitimate rights and interests

of the shareholders, the Company and the employees.

Article 3

Supervisors shall faithfully perform their supervisory duties in

accordance with laws, administrative regulations and the Articles

of Association.

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Article 4

The reasonable expenses incurred by the Board of Supervisors

in the employment of professionals such as lawyers, registered

accountants, practicing auditors, etc. in the exercise of its

functions and powers and expenses caused by the supervisors

attending the meeting of the Board of Supervisors shall be borne

by the Company.

CHAPTER II THE POWERS OF THE BOARD OF SUPERVISORS

Article 5

The Supervisory Committee shall be responsible for the

Shareholders' General Meeting and exercise the following duties in accordance with laws:

(1) to supervise and check Company finance; to examine and submit written opinions on the periodical Company reports prepared by the Board of Directors; and to examine and submit written opinions on the annual social responsibility report of the Company (the Environmental, Social and Governance Report (referred to as ESG Report) under Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited);

(2) to supervise directors, presidents and senior management personnel when carrying out their duties; to suggest the removal of directors or senior management personnel who contravene the laws, administrative regulations, the Articles of Association or resolutions of shareholders' general meetings;

(3) when an action of a director, a president or senior management personnel damages the Company interests, it requests that director, presidents or senior management personnel to make corrections and report it to the Shareholders' General Meeting or relevant authorities in the PRC if necessary;

(4) to verify financial information such as financial reports, business reports, profit distribution plans, etc. that the Board of Directors intents to submit to the Shareholders' General Meeting and, if in doubt, to be able to appoint, in the name of the Company, a registered accountant or practicing auditor to assist in reviewing such information;

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(5)

to conduct an investigation in case of abnormal situation of

the Company's operation; to hire the accounting firms, law

firms and other professional organizations to facilitate their

work if necessary;

(6)

to suggest the holding of extraordinary shareholders' general

meetings, and, when the Board of Directors does not lawfully

convene or hold shareholders' general meetings as required

by the Company Law, to convene or hold shareholders'

general meetings;

(7)

to put forward proposals at Shareholders' General Meetings;

(8)

to suggest the holding of extraordinary meetings of the Board

of Directors;

(9)

to negotiate with the directors and senior management staff

who have caused losses to the Company by violating laws,

administrative regulations or the Articles of Associations

while performing their duties on behalf of the Company and

to bring lawsuits against them in accordance with laws;

(10)

other functions and powers provided for in the laws,

regulations and rules, as well as the Articles of Association

or granted by the Shareholders' General Meeting.

Article 6

The Board of Supervisors shall fulfill the supervision functions

granted by the Shareholders' General Meeting in accordance with

the laws, but shall not participate in the Company's decision-

making and operational management activities.

Article 7

The outside supervisors shall independently report the integrity

and diligence performance of the Company's senior management

staff to the Shareholders' General Meeting.

Article 8

Supervisors may attend meetings of the Board of Directors in a

non-voting capacity and raise questions and make suggestions in

respect of matters that are the subject of resolutions of the Board

of Directors.

Article 9

The Board of Supervisors shall give advice for the accounting

firm engaged by the Company, commission other accounting firms

to review the Company's financial condition in the name of the

Company if necessary and directly report to the State Council

authorities in charge of securities and other relevant departments.

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CHAPTER III THE COMPOSITION OF THE BOARD OF SUPERVISORS

Article 10

The Board of Supervisors shall consist of five supervisors. The

external supervisors (refer to those supervisors who do not hold

office in the Company) shall represent more than 50 percent of

the members of the Board of Supervisors. The number of the

supervisors who represent the employees shall be not less than

one-third of the number of supervisors.

The Board of Supervisors shall have one chairman, whose

appointment and dismissal shall be subject to the affirmative vote

of at least two-thirds of the members of the Board of Supervisors.

The chairman of the Board of Supervisors shall organize the

performance of the duties of the Board of Supervisors.

The term of office of a supervisor shall be 3 years. A supervisor

may serve consecutive terms if re-elected upon the expiration of

his or her term.

Article 11

The members of the Board of Supervisors include three

shareholder representatives (including qualified as outside

supervisors) and two employee representatives who represents the

employees.

The supervisors who represent the shareholders shall be elected

and removed by the Shareholders' General Meeting; the employee

representative of the supervisors shall be elected and removed

by the employees' democratic election. The list of candidates for

the supervisors who represent the shareholders shall be subject

to the resolutions of the Shareholders' General Meeting. The

candidates for the supervisors who represent the shareholders shall

be nominated by the Board of Directors, the Board of Supervisors

and a shareholder alone or shareholders together holding at least

3 percent of the Company's shares, and shall be elected and

removed by the Shareholders' General Meeting of the Company.

Article 12

Supervisors shall also have the professional knowledge and work

experience in terms of the laws and accounting, in addition to the

qualifications stipulated in the Articles of Association and relevant

laws and regulations.

Article 13

The Company's Directors, President and other senior management

staff may not concurrently serve as supervisors.

Article 14

The Company's Internal Audit Department is the administrative

body of the Supervisory Committee that is responsible for

handling the daily affairs of the Supervisory Committee.

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CHAPTER IV

PREPARATION OF THE MEETINGS OF THE BOARD OF

SUPERVISORS

Article 15

The meetings of the Board of Supervisors are divided into the

regular meeting and extraordinary meeting. The regular meetings

of the Board of Supervisors shall be held at least once every six

months. In case of one of the following circumstances, the Board

of Supervisors shall convene the extraordinary meeting within 10

days:

  1. it is proposed by any supervisor;
  2. the accounting reports, business reports, profit distribution and other financial information proposed to be submitted to the Shareholders' General Meeting by the Board of Directors shall be reviewed; or there is any problem about the abovementioned information;
  3. the Board of Supervisors has received significant reporting matters;
  4. the Shareholders' General Meeting and the meeting of the Board of Directors have passed the resolutions that are violating the provisions of the laws, regulations, various rules of regulatory authorities, the Articles of Association, the resolutions of the Company's Shareholders' General Meeting and other relevant rules;
  5. the misconduct of the directors and senior management staff of the Company may cause significant harm to or adverse impact on the market;
  6. the Company, directors, supervisors and senior management staff are sued by the shareholders;
  7. the Company, directors, supervisors and senior management staff are punished by the securities regulatory authorities, or publicly condemned by the stock exchange of the place where the Company's stock is listed;
  8. it is proposed to negotiate with the directors on behalf of the Company or bring lawsuit against the directors;

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(9)

it is proposed to be convened by the securities regulatory

authorities;

(10)

other circumstances stipulated in laws, administrative

regulations, departmental rules and Articles of Association.

Article 16

If the meetings of the Board of Supervisors fail to be convened on

time for some reasons, the written description shall be delivered to

the dispatched office of China Securities Regulatory Commission

(or the governmental regulatory agencies); the contents of the

written description shall be announced.

Article 17

The materials for the meetings of the Board of Supervisors shall

be prepared by the personnel designated by the administrative

body. The topics of the meetings of the Board of Supervisors

include the motions to be discussed by the Board of Supervisors

in accordance with the Company's Articles of Association and

the motions proposed by people who have the right to make

proposals. The designated personnel must deliver the meeting

materials to the supervisors for review by fax, mail, email or by

hand before the meeting of the Board of Supervisors is convened.

In case of special circumstances, it shall be explained in advance.

If the supervisors believe that the information can not meet the

requirements, the supplementary materials may be requested.

Article 18

If the Board of Supervisors proposes to convene the extraordinary

meeting of the Board, a written proposal signed by the relevant

supervisor(s) shall be submitted to the Chairman of the Board

of supervisors through the administrative body of the board of

supervisors or directly the written proposal shall contain the

following items:

(1)

the name of the relevant supervisor(s);

(2)

the reasons for proposal and the objective causes that the

proposal is based on;

(3)

the proposed time or time limit, place and manner to convene

the meeting;

(4)

the clear and specific proposal;

(5)

the contact information of the relevant supervisor(s) and

proposed date and so on.

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The administrative body of the Board of Supervisors shall issue

the notice to convene the extraordinary meeting of the Board

of Supervisors within three days after the administrative body

of the Board of Supervisors or the Chairman of the Board of

Supervisors receives the written proposal of the supervisors. If the

administrative body of the Board of Supervisors is lazy to issue

the meeting notice, the supervisors who make the proposal shall

promptly report to regulatory agencies.

Article 19

The meetings of the Board of Supervisors shall be convened and

presided over by the Chairman of the Board of Supervisors. If

the Chairman of the Board of Supervisors is unable or fails to

perform these duties, a supervisor elected by at least one half of

the supervisors shall convene and presided over the meetings of

the Board of Supervisors.

Article 20

Meetings of the Board of Supervisors may be held only if

more than half of the supervisors attend. Under the premise of

guaranteeing that the supervisors may fully express their views,

the voting may be made by fax; the resolutions shall be signed

by the participating supervisors and kept by as the records of the

meetings of the Board of Supervisors.

Article 21

For convening the regular meetings and extraordinary meetings

of the Board of Supervisors, the administrative body of the Board

of Supervisors shall deliver the written meeting notice to all

supervisors by hand, fax, email, express mail, registered mail

or by other means 10 days in advance. If the meeting notice is

not delivered by hand, the administrative body of the Board of

Supervisors shall make confirmation by telephone. In case of

particularly urgent situation that the extraordinary meeting of

the Board of Supervisors shall be convened as soon as possible,

the notice may be made orally or via telephone (not limited by

the abovementioned time limit), but the convener shall make

statements at the meeting.

Article 22

The notice for the meeting of the Board of Directors shall be

written in Chinese, including at least the following information:

(1) date, place, and period of the meeting;

(2) the matters (proposals) proposed to be reviewed;

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  1. the convener and host of the meeting, the relevant shareholder(s) who propose(s) the extraordinary meeting and the written proposal;
  2. the contact and the contact information;
  3. date of issuance of notice.

The oral notice for meeting shall at least include the above item (1) and (2), as well as the description for convening the extraordinary meeting of the Board of Supervisors in case of the urgent situation.

CHAPTER V CONVENING THE MEETINGS OF THE BOARD OF SUPERVISORS

Article 23

The forms of the meetings of the Board of Supervisors may be

the on-site meeting, conference call, video conference and written

meeting; the language of the meetings of the Board of Supervisors

shall be Chinese.

Article 24

The meetings of the Board of Supervisors shall be attended by

the supervisors in person. If any supervisor is unable to attend the

meeting for some reasons, he or she may appoint the Chairman of

the Board of Supervisors or other supervisor to attend the meeting

on behalf of him or her with a written authorization.

The participating supervisors must sign on the attendance book.

In case of the conference call or video Conference and meetings

held by other forms of communication, if it is confirmed that the

supervisors may communicate with each other, all participating

supervisors shall be deemed as participating the meeting in person.

Article 25

The Chairman of the Board of Supervisors or the chairman of the

meeting may count the number of the participating supervisors.

When the number of the supervisors (including the supervisors

to attend the meeting on behalf of other supervisor with a written

authorization) who attend the meeting reaches two thirds of the

total supervisors, the meeting shall be announced to be started.

Article 26

The supervisors who attend the meetings on behalf of others

shall exercise the rights of supervisors within the scope of

authorization. If any supervisor fails to attend the meetings of the

Board of Supervisors or fails to appoint other supervisor to attend

the meeting on behalf of him or her, it shall be deemed as that he

or she has abandoned the right to vote at that meeting.

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If a supervisor fails to personally attend the meetings of the

Board of Supervisors and to appoint another director to attend

the meetings on his or her behalf on two consecutive occasions,

the Shareholders' General Meeting or the workers' representative

congress shall replace him or her.

Article 27

Supervisors shall seriously review each motion, make judgments

independently, express the clear opinions and assume the

corresponding responsibilities.

Article 28

When necessary, the Board of Supervisors may require the

Company's relevant directors, senior management staff, internal

auditors and external auditors to attend the meetings of the Board

of Supervisors and answer relevant questions.

Article 29

The officers from the administrative body of the Board of

Supervisors shall make record for the on-site meeting. The

supervisors attending the meeting shall have the right to make

descriptive records of their speeches at the meeting.

The meeting records may be the recording during the whole

process of the meeting.

CHAPTER VI RESOLUTIONS OF THE BOARD OF SUPERVISORS

Article 30

The meetings of the Board of Supervisors adopt the "one person,

one vote" voting system. Votes at an on-site meeting of the Board

of Supervisors shall be taken by a show of hands. The voting

intentions of the supervisors are divided into affirmative voting,

negative voting and waiver. The participating supervisors shall

choose one of the above three intentions; failing to make choice or

choosing more than two intentions simultaneously, the chairman

of the meeting shall have the right to ask relevant supervisors to

make choice again; if the supervisors refuse to make choice, it

shall be regarded as a waiver; if the supervisors leave the meeting

venue halfway without making a choice, it shall be regarded as a

waiver.

Article 31

The resolutions made at the Board of Supervisors shall require

adoption by more than two thirds of the members of the Board of

Supervisors.

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Article 32

If the resolutions of the Board of Supervisors violate the laws,

administrative regulations and the Articles of Association of the

listed companies or result in economic losses to the Company, the

supervisors who are responsible for these resolutions shall assume

the corresponding responsibilities in accordance with the laws.

Article 33

The resolutions of the Board of Supervisors shall be implemented

by one or several supervisors designated by the Chairman of the

Board of Supervisors or the supervisor who exercises the rights

of the Chairman of the Board of Supervisors. The Chairman of

the Board of Supervisors shall report the implementation of the

formed resolutions at the subsequent meetings of the Board of

Supervisors.

Article 34

The Board of Supervisors shall implement the provisions about

the information disclosure of the regulatory authorities and stock

exchange of the place where the Company's stock is listed to

timely and accurately disclose all matters or resolutions that must

be disclosed by the meetings of the Board of Supervisors.

Article 35

After the motions are reviewed at the meetings of the Supervisory

Committee, supervisors who attended the meeting must sign on

the meeting minute and resolution.

Article 36

The meeting files of the Board of Supervisors, including the

meeting notice, meeting materials, attendance book, meeting

recording materials, voting and the meeting records, minutes and

resolution announcement signed by the participating supervisors,

shall be kept by the special person designated by the Board of

Directors. The records of the meetings of the Board of Supervisors

shall be kept for at least 10 years.

CHAPTER VII SUPPLEMENTARY PROVISIONS

Article 37

These rules are formulated by the Board of Supervisor and shall

be effective after being approved by the Shareholders' General

Meeting through deliberation.

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Article 38

The matters not covered in these rules shall be handled in

accordance with the currently effective laws, administrative

regulations, normative documents, the regulatory rules of the

place where the Company's stock is listed and the Articles of

Association. In case that these rules are conflicted with the laws,

administrative regulations, relevant normative documents and the

supervisory rules of the place where the Company's stock is listed

that are promulgated from time to time, the provisions in the laws,

administrative regulations, relevant normative documents and the

supervisory rules of the place where the Company's stock is listed

shall prevail.

Article 39

These rules shall be interpreted by the Company's Board of

Supervisors.

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CHINALCO - Aluminum Corporation of China Ltd. published this content on 10 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 December 2019 14:30:01 UTC