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Professional Ethic Standard for directors, senior employees and staff of all levels of Aluminum Corp

1. General principles

In order to standardize the professional behavior of the directors, senior employees and staff of all levels of the corporation, build up incorruptible employment, diligent and industrious mood and practice, prevent from immoral behavior and the actions which damage the interests of the corporation and shareholders, this “Professional Ethic Standard for directors, senior employees and staff of all levels of Aluminum Corporation of China Limited” is hereby drawn up (hereinafter referred to as “this Standard”).

2. Applicable scope

This standard is applicable to the directors, senior employees (including but not limited to the Chief Executive Officer,president, senior vice president, vice president, chief financial officer and secretary of the board of directors) and staff of all levels of the corporation, sub-companies and controlling sub-companies.

The legal consultants of the corporation who work abroad are bound by this standard within the range of Article 3(4) and Article 4 of this standard when they engage in the legal consulting work related to the corporation’s business.

3. Good professional ethics and behaviors

The corporation’s directors, senior employees and staff of all levels should strictly observe the following professional ethic and the behavior as the standard for practicing the business:

I.Comply with the laws, rules and regulations

The corporation’s directors, senior employees and staff of all levels should strictly observe the applicable laws, rules and regulations of the country and region, including but not limited to the governmental applicable laws, rules and regulations of China, United States and Hong Kong, and the regulations of the stock exchange where the corporation is listed.

II.Honest and ethic behavior

The corporation’s directors, senior employees and staff of all levels should observe the honest and sincere ethic principles when engaging in the corporation’s business, and urge others to do so. The honest and sincere ethic standard defines that the actions of any person who conducts the same professional actions as the corporation’s directors, senior employees and staff of all levels should not include any illegal action such as cheating, concealing, etc., according to their rational judgment, and shall not have any conduct of pursuing personal interests at the expense of the corporation and its shareholders’ interests, including but not limited to the principles set forth in the rules and regulations of the corporation.

III.Internal control and integrated, just, accurate, timely and the easy understand information disclosure

(i) The corporation’s directors, senior employees and staff of all levels should set up and observe the appropriate internal control procedure, comply with the common accounting standard and the existing corporation’s accounting procedure, so as to maintain the integration and accuracy of the records on the transactions, should not interfere with or unfairly influence the auditing work on the financial statements by any ways.

(ii) The corporation’s directors, senior employees and staff of all levels should comply with the applicable securities laws, rules and regulations, and requirement of the stock exchange to take all measures, including the measures taken in accordance with the information disclosure control and procedure, actively urge the corporation to report the integrated, just, timely and easy to understand information disclosure or in the report submitted to the securities supervision authorities or stock exchanges both in China and abroad.

IV. Interests conflict

(i) When any actual or appeared interests conflict of personal and professional relation exist between the corporation’s directors, senior employees and staff of all levels and the corporation, such interests conflict should be handled in accordance with the ethic standard. Conflicts of interest that may the company’s directors, senior officers and other employees may incur include without limitation to:

* Personal investment: The company’s executive directors and senior officers shall not invest or participate in any other company or economic entity that conducts business or competes with the company, and are permitted to hold only not more than 1% of the publicly traded convertible shares of such company or entity.

* Interested PartyTransaction:

A corporation or natural person in any of the following situation shall constitute an interested party of the company:

(1) The company’s promoter or its shareholder that holds or controls 10% or more shares of the company;

(2) The company’s directors, supervisors, executive president (CEO), and persons who were directors of the company within 12 months prior to the interested party transaction;

(3) Directors, supervisors and executive president (CEO) of a subsidiary held by the company, and the company’s shareholder who holds or controls 10% or more shares of the company’s held subsidiary.

(4) Related persons of a natural person set forth in Sub-clauses (1) and (2) above include:

1. Spouse, parents, children, sisters and brothers;

2. Spouse’s parents, children’s spouses, sisters’ and brothers’ spouses, and spouse’s brothers and sisters.

(5) Non-wholly-owned subsidiary of the company where the interested party and/or his/her related persons hold or control more than 10% votes.

(6)A company with 30% or more shares held or controlled by an interested party and/or his/her related persons, or with composition of the board of directors controlled by the interested party and/or his/her related persons.

(7) Related persons of a corporation set forth in Sub-clauses (1), (3), (5) and (6) include the corporation’s:

1. holding parent company

2. subsidiaries

3. brother companies

Interested party transactions shall refer to resource or obligation deals between the company, its held subsidiaries and its interested parties regardless whether a consideration is received or not, including without limitation to:

(1) Purchase or sale of products;

(2) Purchase or sale of assets other than products;

(3) Provision or receiving of services;

(4) Agency relationship;

(5) Lease;

(6) Financial support (including providing funds, guarantee, damage assurance (whether or not for a fee) and empowered borrowing);

(7) Management-related contracts;

(8) Transfer of R&D projects;

(9) Licensing agreements;

(10) Donations;

(11) Debt restructuring;

(12) Non-monetary transactions;

(13) Joint investment by the company and the interested party (including founding companies, joint ventures or partnerships, or executing any relevant agreements);

(14) Remuneration to key management members;

(15) Granting, accepting, assigning or exercising options or stock options involving the company and the interested party (including stock options or stock value increment options granted to directors, supervisors and/or their related persons under staff incentive schemes);

(16) Other matters identified as interested party transactions by the stock exchange of the company’s shares.
Natural persons falling in the above category of interested parties shall endeavor to avoid occurrence of above interested party transactions, or make voluntary explanations to the company when such a transaction occurs.

* Exercise of Duty: Senior officers of the company shall not assume administrative or consultant’s office in any other company or economic entity conducting business or competing with the company in order to avoid conflict of duties, unless the assumption of such office has gained approval of the company’s executive committee.

* Unless agreed by the company, no employees shall work in any other company or economic entity with a competitive relationship to the company, neither shall they deal in any activities of competition with the company.

* Gifts and entertainment: The company’s directors and senior officers shall not accept or offer gifts and entertainment that may affect their business decisions and independent judgment, neither shall they permit their parents, spouses, children and children’s spouses to accept or offer such gifts or entertainment. No employee shall accept or offer gifts and entertainment that may affect his/her business decisions and independent judgment. The company prohibits acceptance of cash or cash equivalents as gifts.

(ii) Any person shall not involve in the assessment of the matters relevant to the interests conflict existed between the personal and professional relation with the corporation.

(iii) This provision is also applicable to the persons who are designated to settle the problems in accordance with this standard or provision of consulting person, including the legal consultants and lawyers engaged by the corporation.

V. Interests avoidance principle

(i) The corporation’s directors, senior employees and staff of all levels should not obtain the personal interests or relevant opportunity by use of the corporation’s resources, information or position, and engage in the mutual competition with the corporation.

(ii) The corporation’s directors, senior employees and staff of all levels should initially report to the corporation’s examination and approval committee in case they know that they may obtain the personal interests or relevant opportunity by use of the corporation’s resources, information or position.

VI. Confidentiality obligations

(i) The corporation’s directors, senior employees and staff of all levels should observe the provisions set forth in the confidential agreement, should not disclose the confidential information of the corporation’s or the customers’ business without authorization except the order of the law or authorization. The so-called business secrete refers to any information which are not open to the public or may damage the corporation’s or the customers’ information in case of disclosure.

(ii) The confidentiality obligations shall be survival even in case the corporation’s directors, senior employees and staff of all levels dismissed or resigned.

VII. Fair treatment

(i) The corporation’s directors, senior employees and staff of all levels should provide the equal treatment to all customers, suppliers, competitors of the same industry and other staff to the greatest extent. Any person should not cheat, conceal, misuse the information, or treat the customers, suppliers, competitors of the same industry and other staff by other unfair means.

(ii) When the corporation’s directors, senior employees and staff of all levels who purchase the goods on behalf of the corporation should observe the procurement policy of the corporation.

(iii) It is prohibited the corporation’s directors, senior employees and staff of all levels to obtain or maintain the business by means of bribery, sales commission or other attraction.

(iv) The corporation’s directors, senior employees and staff of all levels should not sign any agreement with other person that damages the legal rights and interests of other party.

VIII. Protection and use of the corporation’s property

(i) The corporation’s directors, senior employees and staff of all levels should properly keep and effectively use the corporation’s property and protect all properties including the intellectual property right of the corporation. Stealing, misuse and waste are the action damaging the income of the corporation and should be avoided.

(ii) All corporation’s properties and the resources should be legally used for the purposes related to the corporation’s business.

(iii) When the corporation’s directors, senior employees and staff of all levels reasonably suspect that the properties or resources owned by the corporation are embezzled or lost, should report immediately to the relevant internal property management division of the corporation and law consulting organization.

IX. Internal or Undisclosed Information

1. Internal or undisclosed information refers to confidential information that the company’s directors, senior officers and other employees have obtained but not disclosed to general investors. The information may be regarded as critical or material information and plays an important role in investors’ decision-making for buying, selling or holding the company’s shares. The information may be:

* Information about potential major transactions, such as merger, acquisition or sale of enterprise;

* Business results or dividend distribution information;

* Major changes to the management;

* Supply changes of key raw materials;

* Reforms to key products or production process;

* Changes of major customers or suppliers;

* Major actions or investigations by regulators;

* Any and all other information that may positively or negatively affect price of the company’s shares.

The company prohibits use of the confidential information for pursuing personal interests or trading shares, or offering internal information to others. Prior to each release of annual results and interim results, the company will issue explicit instructions on trading of its shares by the directors, senior officers and employees it has identified to possess or control the company’s unclosed information to which its stock price is sensitive.

4. Inquiry of Responsibility

I. Interpretation and Inquiries

As requested by the audit committee or relevant directors, senior officers and employees, the company’s internal audit department shall make explanations on whether or not the professional conducts of the company’s directors, senior officers and employees violate the standard hereof or involve any immorality, and decisions thereupon shall be made by the board of directors or by the audit committee as authorized by the board. The internal audit department is responsible for answering inquiries of the company’s employees with regard to the standard hereof. On the other hand, employees may directly inquire their immediate superiors for interpretation of the standard.

II. Report illegal or immoral behavior

(i) The internal audit department of the company is responsible for receiving reports against conducts in violation of the standard hereof.

After receiving a report that any director, senior officer or employee’s professional conduct is suspected to have violated the standard, the internal audit department shall inform the audit committee in writing after appropriate communication with the company’s legal counsel, HR department and company culture department, and the audit committee shall arrange for the preliminary investigation. The results related to the discussion and assessment should be submitted to the board of directors for final judgment, unless the judgment is made subject to the authorization of the board of directors or the exemption is made by the examination and approval committee in accordance with Article 4 (5) of this standard.

Inquiry and Reporting Line of Internal Audit Dept: (86 10) 82298743

Email: complaint@chalco.com.cn

Address for Receiving Mailed Complaints: CHALCO Internal Audit Dept, CHALCO Building, #62 Xizhimen North Avenue, Haidian District, Beijing, 100088

(ii) The examination and approval committee and organization who receive the prosecution has obligations to protect the offense-reporter, including but not limited to the anonymous protection, the offense –report shall be protected from any penalty including dismissal without any reasons.

III. Penalty for violation of this standard

The penalty for violation of this standard should be conducted by the board of directors or by the examination and approval committee, subject to the authorization. The penalty shall be depend on the gravity of the circumstances including the writing condemnation to the dismissal, and handing over to the public security authority or securities supervision and administration authority for investigation.

IV. Exemption

The examination and approval committee is entitled to exempt the responsibilities of the directors, senior employees and staff of all levels (including but not limited to the relevant legal responsibilities) who violate this standard during the judging and assessment period. Any exemption and its relevant reasons shall be disclosed to the securities authority and the shareholders of the corporation according to the provisions of Article 3(3) under this standard.

V. Records

The secretarial of the board of directors of the corporation and the legal consultant should make the detailed records on the investigation, assessment and judgment related to the directors, senior employees and staff of all levels who are suspected to violate this standard or conduct any immoral actions. The records made by the legal consultant are limited only within the range of the explanation or the investigation activities requested by the corporation.

5. Disclosure of this standard

This standard and its English version shall be published on the website of the corporation. The corporation shall provide the Chinese and English version of this standard free of charge to any person who asks to refer this standard.
The amendment of this standard shall be disclosed with the similar means.

6. Approval and modification

This standard is approved by the board of directors of the corporation and modified with the same procedure. The internal audit department shall conduct required review of the standard propose amendments (if necessary), which shall be implemented after approved by the board of directors.

The Tenth Conference of the Second Board of Directors Appendix to Proposal III

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