Chinalco Mining Internationl : Announcements and Notices - CONTINUING CONNECTED TRANSACTION-LOGISTICS ASSISTANCE SERVICES CONTRACT

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Chinalco Mining Corporation International

中 鋁 礦 業 國 際

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 3668)

CONTINUING CONNECTED TRANSACTION

LOGISTICS ASSISTANCE SERVICES CONTRACT

LOGISTICS ASSISTANCE SERVICES CONTRACT

On 22 December 2016, CMC Ningde (a wholly-owned subsidiary of the Company) and Southeast Copper entered into the Logistics Assistance Services Contract for the purpose of governing the provision of logistics services by Southeast Copper for copper concentrates of CMC Ningde at the CMC Ningde Warehouse.

IMPLICATIONS UNDER THE LISTING RULES

Southeast Copper is a subsidiary of Yunnan Copper, which is an indirect subsidiary of Chinalco, the indirect controlling shareholder of the Company. Pursuant to Chapter 14A of the Listing Rules, Southeast Copper is therefore a connected person of the Company and the Logistics Assistance Services Contract constitutes a continuing connected transaction. As the highest of the applicable percentage ratios under Chapter 14A of the Listing Rules in respect of the Logistics Assistance Services Contract is more than 0.1% but less than 5%, the Logistics Assistance Services Contract is subject to the reporting, announcement and annual review requirements, but exempt from the independent shareholders' approval requirements pursuant to Chapter 14A of the Listing Rules.

LOGISTICS ASSISTANCE SERVICES CONTRACT

On 22 December 2016, CMC Ningde (a wholly owned subsidiary of the Company) and Southeast Copper entered into the Logistics Assistance Services Contract for the purpose of governing the provision of logistics services by Southeast Copper for copper concentrates of CMC Ningde at the CMC Ningde Warehouse.

The principal terms of the Logistics Assistance Services Contract are set out below. Date: 22 December 2016 (''Contract Date'')

Parties: (1) CMC Ningde

(2) Southeast Copper

Subject matter - service scope:

In consideration of the basic service fee payable by CMC Ningde, Southeast Copper will provide the following services in relation to the copper concentrates imported by CMC Ningde:

• container and loaded container unloading services;

• truck bulk unloading services;

• copper concentrates stacking services;

• outbound copper concentrates shifting services; and

• outbound copper concentrates truck/box loading services.

Term: The term of the Logistics Assistance Services Contract shall start from the Contract Date until 31 December 2016, and shall be automatically extended on a yearly basis for a Calendar Year if no parties object before 31 December in the preceding Calendar Year, but only up to 31 December 2018.

Pricing: CMC Ningde will pay a fixed amount of basic service fee denominated in RMB per tonne of copper concentrates handled by Southeast Copper. The total fee payable by CMC Ningde shall be subject to the Annual Caps.

Payment terms: Southeast Copper will issue a monthly statement

before the 20th day of each month. After CMC Ningde has verified the monthly statement, CMC Ningde will pay the sum due for that month in cash before the 25th day of that month.

The basic service fee payable by CMC Ningde was determined after arms' length negotiation between the parties to the Logistics Assistance Services Contract.

THE PROPOSED ANNUAL CAPS

The proposed Annual Caps for the transactions contemplated under the Logistics Assistance Services Contract for each of three years constituting the term of Logistics Assistance Services Contract are respectively as follows:

Contract Date to

31 December

2016

2017

Calendar

Year

2018

Calendar

Year

RMB 13,500,000 45,000,000 45,000,000

(approximately US$) 2,025,000 6,750,000 6,750,000

(approximately HK$) 15,660,000 52,200,000 52,200,000

The proposed Annual Caps are determined by reference to (i) the fixed amount of basic service fee per tonne of copper concentrates; and (ii) the expected volumes of copper concentrates to be handled during the term of Logistics Assistance Services Contract based on the information available to and projections of the Company.

REASONS FOR AND BENEFITS OF ENTERING INTO THE LOGISTICS ASSISTANCE SERVICES CONTRACT

The principal activities of the Group include exploration, development and production of ore resources and other mining related activities. As part of its ordinary and usual course of business, the Group produces and processes copper concentrates produced from the Mine (and other sources) for sale and delivery to its customers. Entering into

the Logistics Assistance Services Contract would allow the Company to utilise the expertise of Southeast Copper in logistics services for copper concentrates which would enable the Company to arrange its production and sales schedules in a more efficient and cost-effective manner.

The Directors (including independent non-executive Directors) consider that it is in the best interests of the Company and the shareholders as a whole to enter into the Logistics Assistance Services Contract (and the transactions contemplated thereunder) and the terms of the Logistics Assistance Services Contract and the Annual Caps are fair and reasonable and the transactions contemplated by the Logistics Assistance Services Contract are on normal commercial terms or better and in the ordinary and usual course of business of the Group.

The following Directors have abstained from voting on the Board resolutions to approve the Logistics Assistance Services Contract:

1. Mr. Liu Jianping, for the reason that he is part of the senior management of Chinalco (the indirect controlling shareholder of the Company and indirect parent of Southeast Copper) and the chairman of Yunnan Copper (Group) (the indirect parent of Southeast Copper); and

2. Each of Mr. Luan Shuwei, Dr. Liu Hongjun, Dr. Wang Dongbo, Dr. Liu Yuewei and Mr. Gao Lidong for the reason that each of them is or was part of the senior

management or an employee of China Copper Corporation Limited 中國銅業有限

公司 (the parent of Yunnan Copper (Group) and indirect parent of Southeast

Copper) or Chinalco (the indirect controlling shareholder of the Company and indirect parent of Southeast Copper).

INFORMATION OF THE COMPANY

The Company is a resource development company acting as the core platform of Chinalco for the future acquisition, investment, development and operation of non- ferrous and non-aluminum mineral resources and projects outside the PRC. The Group is principally engaged in exploration, development and production of ore resources and other mining related activities.

INFORMATION OF SOUTHEAST COPPER

Southeast Copper is principally engaged in, among other things, the production processing, sales, trading, investment, management, design, construction and development of copper, other non-ferrous metals, precious metals and their by- products and storage businesses.

Southeast Copper is a subsidiary of Yunnan Copper, which is an indirect subsidiary of Chinalco.