Chinalco Mining Internationl : Scheme Document 001

If you are in doubt as to any aspect of this Scheme Document, the Scheme, or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or transferred all your shares in CMC, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document.

Aluminum Corporation of

China Overseas Holdings Limited

Chinalco Mining

Corporation International

( 中 鋁 海 外 控 股 有 限 公 司 ) ( 中 鋁 礦 業 國 際 )

(Incorporated under the laws of Hong Kong

with limited liability)

(Incorporated under the laws of the Cayman Islands

with limited liability)

(Stock Code: 3668)

1. PROPOSED PRIVATISATION OF CMC BY THE OFFEROR

   BY WAY OF A SCHEME OF ARRANGEMENT

   (UNDER SECTION 86 OF THE COMPANIES LAW)

2. PROPOSED WITHDRAWAL OF LISTING OF CMC SHARES

3. SPECIAL DEAL RELATING TO THE SPOT SALES ARRANGEMENTS

4. SPECIAL DEAL RELATING TO THE PROPOSED EQUITY TRANSFER

Financial Adviser to the Offeror

CMC Independent Financial Adviser to the CMC Independent Board Committee

Unless the context requires otherwise, capitalised terms used in this Scheme Document are defined under the section headed ''Definitions'' in Part I of this Scheme Document.

A letter from the CMC Board is set out in Part IV of this Scheme Document. A letter from the CMC Independent Board Committee, containing its advice to the Independent CMC Shareholders in relation to the Scheme, the Proposal and the proposed Equity Transfer contemplated under the Heads of Agreement and to the Disinterested CMC Shareholders in relation to the Spot Sales Mechanism are set out in Part V of this Scheme Document. A letter from Platinum Securities Company Limited, being the CMC Independent Financial Adviser, containing its advice to the CMC Independent Board Committee in relation to the Scheme, the Proposal, the proposed Equity Transfer contemplated under the Heads of Agreement and the Spot Sales Mechanism are set out in Part VI of this Scheme Document. An Explanatory Memorandum regarding the Scheme is set out in Part VII of this Scheme Document.

The actions to be taken by the CMC Shareholders are set out in the Part II of this Scheme Document.

Notices convening the Court Meeting and the EGM to be held on Friday, 3 March 2017 are set out in Appendix VI and Appendix VII respectively to this Scheme Document. Whether or not you are able to attend the Court Meeting and/or the EGM or any adjournment thereof, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed thereon, and to lodge them at the office of CMC's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not later than the respective times and dates as stated under ''Part II - Actions To Be Taken'' of this Scheme Document. If the pink form of proxy is not so lodged, it may also be handed to the chairman of the Court Meeting at the Court Meeting who shall have absolute discretion as to whether or not to accept it.

This Scheme Document is issued jointly by the Offeror and CMC.

The English language text of this Scheme Document shall prevail over its Chinese language text.

3 February 2017

PAGE

PART I - DEFINITIONS ........ ....... ....... ........ ....... ........ ....... .... 1

PART II - ACTIONS TO BE TAKEN .. ....... ........ ....... ........ ....... .... 10

PART III - EXPECTED TIMETABLE .. ....... ........ ....... ........ ....... .... 13

PART IV - LETTER FROM THE CMC BOARD ...... ....... ........ ....... .... 16

PART V - LETTER FROM THE CMC INDEPENDENT BOARD COMMITTEE .. 29

PART VI - LETTER FROM THE CMC INDEPENDENT FINANCIAL ADVISER . 33

PART VII - EXPLANATORY MEMORANDUM ....... ....... ........ ....... .... 75

APPENDIX I - FINANCIAL INFORMATION OF THE CMC GROUP ..... .... I-1

APPENDIX II - COMPETENT PERSONS REPORT

FOR THE TOROMOCHO PROJECT .... ........ ....... .... II-1 APPENDIX III - VALUATION REPORT FOR THE TOROMOCHO PROJECT . III-1 APPENDIX IV - GENERAL INFORMATION ON CMC AND THE OFFEROR . . IV-1 APPENDIX V - SCHEME OF ARRANGEMENT .... ....... ........ ....... .... V-1

APPENDIX VI - NOTICE OF COURT MEETING .... ....... ........ ....... .... VI-1

APPENDIX VII - NOTICE OF EGM ... ....... ........ ....... ........ ....... .... VII-1

In this Scheme Document, the following expressions have the meanings set out below unless the context requires otherwise:

''acting in concert'' has the meaning ascribed to it in the Takeovers Code

''Announcement'' the announcement dated 23 September 2016 jointly issued by

CMC and the Offeror in relation to, among other things, the Proposal

''Announcement Date'' 23 September 2016, being the date of the Announcement

''associate'' has the meaning ascribed to it in the Takeovers Code

''Authorisations'' all the necessary authorisations, registrations, filings, rulings,

consents, permissions and approvals required in connection with the Proposal

''Beneficial Owner'' any beneficial owner of CMC Shares whose CMC Shares are

registered in the name of a Registered Owner

''Cancellation Price'' the cancellation price of HK$1.39 per Scheme Share payable

in cash by the Offeror to the Scheme Shareholders pursuant to the Scheme

''CCASS'' the Central Clearing and Settlement System established and operated by HKSCC

''CCASS Participant'' a person admitted to participate in CCASS as a participant

''Chalco Iron Ore'' Chalco Iron Ore Holdings Limited, a limited liability company

which is held as to 65% by Chinalco through the Offeror and has a 47% interest in Simfer Jersey

''Chinalco'' Aluminum Corporation of China (中國鋁業公司), the parent of the Offeror

''Chinalco Peru'' Minera Chinalco Peru S.A., a wholly owned subsidiary of CMC in Peru

''CMC'' or ''Company'' Chinalco Mining Corporation International (中鋁礦業國際), a

company incorporated in the Cayman Islands with limited liability, the shares of which are currently listed on the Main Board of the Stock Exchange (stock code: 3668)

''CMC Board'' the board of directors of CMC

''CMC Group'' CMC and its subsidiaries

''CMC Independent Board Committee''

the independent board committee of CMC, comprising all the independent non-executive directors of CMC, being Mr. Scott McKee Hand, Mr. Ronald Ashley Hall, Mr. Lai Yat Kwong Fred and Mr. Francisco Augusto Baertl Montori, established by the CMC Board to make a recommendation to the Independent CMC Shareholders in respect of the Scheme, the Proposal and the proposed Equity Transfer contemplated under the Heads of Agreement and to the Disinterested CMC Shareholders in respect of the Spot Sales Mechanism

''CMC Independent Financial Adviser''

Platinum Securities Company Limited, the independent financial adviser to the CMC Independent Board Committee in connection with the Scheme, the Proposal, the proposed Equity Transfer contemplated under the Heads of Agreement and the Spot Sales Mechanism. Platinum Securities Company Limited is a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

''CMC Share(s)'' ordinary share(s) of US$0.04 each in the share capital of CMC

''CMC Shareholder(s)'' registered holder(s) of CMC Shares

''Companies Law'' the Companies Law Cap. 22 (Law 3 of 1961), as consolidated

and revised, of the Cayman Islands

''Conditions'' the conditions to the implementation of the Scheme and the Proposal as set out in the section headed ''4. Conditions of the Scheme and the Proposal'' of the Explanatory Memorandum

''Competent Evaluator'' Golder Associates Consulting Ltd., a company qualified to

audit, review and opine on mining assets according to current international reporting standards (such as NI 43-101, JORC Code) and to perform valuation work according to current international standards including CIMVAL, the SAMVAL Code and the VALMIN Code

''Competent Persons Report'' the competent persons report prepared by the Competent

Evaluator to provide technical assessment for the Toromocho Project, which is set out in Appendix II of this Scheme Document