1934 ACT FILE NO. 001-15264

         [Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.]

         [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]

         [If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-              ]

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date  January 2, 2007       

By                 /s/    Liu Qiang                     
Name: Liu Qiang
Title: Company Secretary

Certain statements contained in this announcement may be regarded as "forward-looking statements" within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual performance, financial condition or results of operations of the Company to be materially different from any future performance, financial condition or results of operations implied by such forward-looking statements. Further information regarding these risks, uncertainties and other factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company specifically disclaims any obligation to update these forward-looking statements, unless required by applicable laws. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this announcement.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about any of the contents of this circular, you should obtain independent professional advice.

If you have sold or transferred all your shares in Aluminum Corporation of China Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

A letter from the board of Directors of Aluminum Corporation of China Limited (the "Company") is set out on pages 1 to 31of this circular. A letter from the independent board committee of the Company is set out on page 32 of this circular. A letter from Taifook Capital Limited containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 33 to 55 of this circular.

A special general meeting of the Company will be held on Tuesday, 27 February, 2007 at 10:00 a.m. at the Company's conference room at 29th Floor, No. 62 North Xizhimen Street, Haidian District, Beijing, the People's Republic of China. A notice convening a special general meeting of the Company is enclosed with this circular.

If you intend to attend the special general meeting, you should complete and return the reply slip in accordance with the instructions printed thereon as soon as possible. Whether or not you are able to attend, you should complete and return the form of proxy in accordance with the instructions printed thereon and return it to Hong Kong Registrars Limited at 46th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event by not later than 24 hours before the time appointed for holding such meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting should you so wish.

27 December 2006

CONTENTS

Pages

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ii

LETTER FROM THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

1.

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

2.

Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

3.

The Non-exempt Continuing Connected Transactions and

  the New Continuing Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14

4.

Reasons and Benefits of the Non-exempt Continuing Connected Transactions and

  the New Continuing Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24

5.

Renewal of the Existing Continuing Connected Transaction Agreements . . . . . . . . . . . . . . . . . . . . . .

26

6.

Information Relating to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

7.

Information Relating to the Connected Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27

8.

Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

9.

Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

28

10.

Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30

11.

Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

31

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

32

LETTER FROM TAIFOOK CAPITAL LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

33

APPENDIX I - PROPOSED AMENDMENTS

  TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56

APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93

NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

98

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

"2003 CT Circular"

means the Company's circular to its Shareholders dated 26 November 2003 in relation to the renewal of the waiver from strict compliance with the Listing Rules in respect of the Existing Continuing Connected Transactions in 2003

"2003 Waiver Renewal"

means the approval of the continuing connected transactions set out in the 2003 CT Circular by the independent Shareholders at the special general meeting of the Company held on 29 December 2003

"Articles of Association"

means the articles of association of the Company

"Baise Agreement"

means the alumina supply agreement to be entered into between the Company and Guangxi Baise for the supply of alumina by the Company to Guangxi Baise for a term of three years commencing from 1 January 2007 to 31 December 2009, particulars of which are set out in paragraph 3.3 of this circular

"Board"

means the board of directors of the Company

"Chinalco"

Aluminum Corporation of China, the controlling shareholder and a connected person of the Company

"Company"

Means (Chinese Character) Aluminum Corporation of China Limited*, a joint stock limited company incorporated in the PRC with limited liability, whose H Shares and American depositary shares are listed on The Stock Exchange of Hong Kong Limited and the New York Stock Exchange, Inc., respectively

"CSRC"

China Securities Regulatory Commission (Chinese Character)

"Directors"

means the directors of the Company

"Domestic Shares"

means ordinary shares in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid in Renminbi

"Exempt Continuing

means the continuing connected transactions that are exempt from

  Connected Transactions"

reporting, announcement and independent shareholders' approval requirements under the Listing Rules, which for the purpose of this circular include the continuing connected transactions under (i) the Factory and Asset Leasing Agreement (Shanxi Carbon Factory) (Item A.7); (ii) the Aluminum Ingots Agency Agreement (Item A.9); (iii) the revenue side of the Metallurgical Services Agreement (Item B.2); and (iv) the revenue side of the Buildings Leasing Agreement (Item B.3)

"Existing Connected

means the agreements governing the Existing Continuing Connected

  Transaction Agreements"

Transactions

"Existing Continuing Connected

means the existing continuing connected transactions between

  Transactions"

the Company and its connected persons (brief particulars of which are set out in paragraph 2.2 hereof), of which the waiver from strict compliance with the requirements of the Listing Rules will expire on 31 December 2006

"Extension Agreement"

means the new extension agreement to be entered into by the Company with the relevant connected persons, governing the Non-exempt Continuing Connected Transactions in order that the term of each of the agreements governing such transactions will commence on 1 January 2007 and will expire on 31 December 2009, particulars of which are set out in paragraph 5 in this circular

"Group"

means the Company and its subsidiaries

"Guangxi Baise"

means Guangxi Baise Yinhai Aluminum Company Limited Means (Chinese Character) , which is a subsidiary of Guangxi Investments

"Guangxi Investments"

means Guangxi Investment Group Co., Ltd. (Chinese Character), which is a promoter and a connected person of the Company

"Guangxi Nonferrous Metal"

means Guangxi Investment Non ferrous Metal Company Limited (Chinese Character) (formerly known as Guangxi Aluminum Development and Investment Stock Co., Ltd. (Chinese Character) and defined as "Guangxi Associate" in the 2003 CT Circular), which is a subsidiary of Guangxi Investments and a connected person of the Company

"Guizhou Development"

means Guizhou Provincial Materials Development and Investment Corporation (Chinese Character), a state-owned enterprise in the PRC and a promoter and a connected person of the Company

"H Shares"

means the overseas listed foreign-invested shares in the ordinary share capital of the Company with a nominal value of RMB1.00 each which are subscribed for and traded in Hong Kong Dollars, and which are listed on the Main Board of The Stock Exchange of Hong Kong Limited

"Huaze Aluminum"

means Shanxi Huaze Aluminum and Power Company Limited (Chinese Character) a joint venture company established in the PRC, which is held as to 60% by the Company and as to 40% by Shanxi Zhangze

"Huaze Contracting Agreement"

means the contracting agreement to be entered into between Huaze Aluminum and Shanxi Zhangze for the management and operations of the two electricity generators by Shanxi Zhangze for Huaze Aluminum, particulars of which are set out in paragraph 3.3 of this circular

"Independent Board Committee"

means the independent board committee of the Board, comprising Mr. Poon Yiu Kin, Samuel, Mr. Wang Dianzuo, Mr. Kang Yi for the purpose of advising independent Shareholders in respect of the Non-exempt Continuing Connected Transactions which requires approval by the independent Shareholders

"Latest Practicable Date"

means 22 December 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"

means The Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited

"New Connected Transaction Agreements"

means (1) the Huaze Contracting Agreement to be entered into between Huaze Aluminum and Shanxi Zhangze; and (2) the Baise Agreement to be entered into between the Company and Guangxi Baise for the supply of alumina to Guangxi Baise, particulars of which are set out in paragraph 3.3 of this circular

"New Continuing Connected Transactions"

means transactions under each of (1) the Huaze Contracting Agreement; and (2) the Baise Agreement

"Non-exempt Continuing

means (1) the continuing connected transactions that are subject to the

  Connected Transactions"

reporting and announcement requirements but are exempt from shareholders approval, which include transactions under (i) the Land Use Rights Leasing Agreement (Item A.5); (ii) the Buildings Leasing Agreement and Head Office Leasing Agreement (Items A. 6 and A.8); (iii) Huaze Contracting Agreement (Item 10); (iv) Aluminum Ingots and Alumina Supply Agreement (with Guangxi Nonferrous Metal) and Alumina Supply Agreement (with Guangxi Baise) (Item B.4); and (2) the continuing connected transactions that are subject to the reporting, announcement and shareholders' approval requirements, which include transactions under (i) the Comprehensive Social and Logistics Services Agreement (Item A.1); (ii) the Mutual Supply Agreement (Items A.2 and B.1); (iii) the Mineral Supply Agreement (Item A3); (iv) the Metallurgical Services Agreement (Item A.4), (particulars of which are set out in paragraph 3.1 of this circular)

"PRC"

means the People's Republic of China

"Prospectus"

means the Hong Kong prospectus of the Company dated 30 November 2001

"SFO"

means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified for the time being

"SGM"

means the special general meeting of the Company to be held on Tuesday, 27 February, 2007 at 10:00 a.m. at the Company's conference room at 29th Floor, No. 62 North Xizhimen Street, Haidian District, Beijing, the People's Republic of China to approve, among other things, (1) the continuation of each of the Non-exempt Continuing Connected Transactions which require independent shareholders' approval under the Listing Rules and the entering into of the Extension Agreement relating to such Non-exempt Continuing Connected Transactions; (2) the proposed amendments to the Articles of Association of the Company

"Shanxi Zhangze"

means Shanxi Zhangze Electricity Holdings Company Limited (Chinese Character) which owns 40% of the equity interest in Huaze Aluminum and is a connected person of the Company

"Shareholders"

means the holders of Domestic Shares and holders of H Shares of the Company

"Xinan Aluminum"

means Xinan Aluminum (Group) Limited (Chinese Character), previously a connected person of the Company by virtue of the equity holding of China Cinda Asset Management Corporation in Xinan Aluminum (Group) Limited. Upon China Cinda Asset Management Corporation ceasing to be a substantial shareholder and a connected person of the Company on or about 24 September 2005, Xinan Aluminum also by then ceased as a connected person of the Company

LETTER FROM THE BOARD OF DIRECTORS

Aluminum Corporation of China Limited*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2600)

Directors:

Registered office:

Xiao Yaqing

No.12B Fuxing Road

Luo Jianchuan

Haidian District

Chen Jihua

Beijing

Zhang Chengzhong

The People's Republic of China

Joseph C. Muscari*

Postal Code: 100814

Shi Chungui*

Poon Yiu Kin, Samuel **

Principal place of business:

Wang Dianzuo**

No. 62 North Xizhimen Street

Kang Yi **

Haidian District

Beijing

The People's Republic of China

* Non-executive Director

Postal Code: 100082

** Independent Non-executive Director

Place of business in Hong Kong:

Company Secretary:

Unit 3103, 31st Floor, Office Tower

Liu Qiang

Convention Plaza

1 Harbour Road

Wanchai

Hong Kong

27 December 2006

To the Shareholders

Dear Sir or Madam,

(1) CONTINUING CONNECTED TRANSACTIONS;
AND
(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1.

INTRODUCTION

As disclosed in an announcement dated 9 November 2006 issued by the Company, the current waiver from strict compliance with the requirements of the Listing Rules for each of the Existing Continuing Connected Transactions will expire on 31 December 2006. On 11 December 2006, the Company issued a supplementary announcement stating the reasons for categorization of the Existing Continuing Connected Transactions and the New Continuing Connected Transactions into non-exempt and exempt continuing connected transactions. By an announcement dated 13 December 2006, the Company announced the revision of the annual limits of the Land Use Rights Leasing Agreement and the Aluminum Ingots and Alumina Supply Agreement for the year ending 31 December 2006 to RMB290 million and RMB190 million, respectively.

The purpose of this circular is to provide you with more information, among other things, relating to the Non-exempt Continuing Connected Transactions and the New Continuing Connected Transactions. The Directors intend to enter into the Extension Agreement relating to certain of the Non-exempt Continuing Connected Transactions so that the agreements relating to such continuing connected transactions will expire on the same date. This circular will provide you with more information relating to the Extension Agreement. Under the Listing Rules, the Company is required to obtain independent Shareholders' approval for:

(1)

the continuation of the Non-exempt Continuing Connected Transactions under item Nos. A.1 (Comprehensive Social and Logistics Services Agreement), A.2 and B.1 (Mutual Supply Agreement), A.3 (Mineral Supply Agreement) and A.4 (Metallurgical Services Agreement) which require approval by the independent Shareholders under the Listing Rules, namely, the Comprehensive Social and Logistics Services Agreement, the Mutual Supply Agreement, the Mineral Supply Agreement and the Metallurgical Services Agreement, and the proposed annual caps for such transactions in respect thereof for each of the three financial years ending 31 December 2009; and

(2)

the entering into of the Extension Agreement for such Non-exempt Continuing Connected Transactions under item Nos. A.1 (Comprehensive Social and Logistics Services Agreement), A.2 and B.1 (Mutual Supply Agreement), A.3 (Mineral Supply Agreement) and A.4 (Metallurgical Services Agreement), so that the term of each of such agreements will commence on 1 January 2007 and will expire on 31 December 2009.

The Company will convene the SGM to obtain independent Shareholders' approval for such Non-exempt Continuing Connected Transactions. In addition, at the SGM the Company will ask Shareholders to consider, authorize and approve the Company to make certain proposed amendments to the Articles of Association as set out in Appendix I to this circular.

2.

BACKGROUND

2.1

The current waiver

At a special general meeting of the Company held on 29 December 2003, the independent Shareholders approved the continuation of the Existing Continuing Connected Transactions and the application for renewal of the waiver from strict compliance with the Listing Rules in respect of the Company's Existing Continuing Connected Transactions. In accordance with the terms as approved by the independent Shareholders, the waiver from strict compliance with the Listing Rules in respect of the Existing Continuing Connected Transactions will expire on 31 December 2006.

2.2

Terms and Conditions of the Existing Continuing Connected Transactions

In accordance with the current waiver, the Existing Continuing Connected Transactions are governed by the Existing Connected Transaction Agreements, the major terms and conditions of which have been summarized as follows:

A.

Expenditure

A.1

Comprehensive Social and Logistics Services Agreement

Summary of major terms:

*

Counter-party: Chinalco

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Services to be provided:

Social welfare services: public security and fire fighting services, education and training, schools, hospitals and hygiene, cultural and physical education, newspapers and magazines publication and broadcasting, printing and other services;

Logistics services: property management, environmental and hygiene, greenery, nurseries and kindergartens, sanatoriums, canteens, guest-houses, offices, public transportation, retirement management and other services;

*

Price determination

The services will be provided (1) according to state-prescribed price; (2) if there is no state-prescribed price but there is a state-guidance price, then according to the state-guidance price; and (3) if there is neither a state-prescribed price nor a state-guidance price, then according to the market price; and (4) if none of the above is applicable, then according to the contractual price.

A.2

Mutual Supply Agreement

Summary of major terms:

*

Counter-party: Chinalco

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Services to be provided by Chinalco to the Company:

Production supplies:

Carbon ring, carbon products, cement, coal, oxygen, bottled water, steam, fire brick, aluminum fluoride, cryolite, lubricant, resin, clinker, fabricated aluminum and other similar supplies

Transportation and

vehicle transportation, loading services, railway

  loading services:

transportation and other similar services

Supporting services

communications, repair, processing and

 and ancillary

fabrication, quality testing, project construction,

 production services:

environmental protection, road maintenance and other similar services

*

Price determination

Same as in the Comprehensive Social and Logistics Services Agreement

A.3

Mineral Supply Agreement

Summary of major terms:

*

Counter-party: Chinalco

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Supply:

Supply of bauxite and limestone by Chinalco to the Company; before meeting the Company's bauxite and limestone requirements, Chinalco is not entitled to provide bauxite and limestone to any third parties

*

Price determination

(1) For bauxite and limestone from Chinalco's own mining operations, at reasonable costs incurred in providing the same, plus not more than 5% of such reasonable costs; (2) For bauxite and limestone from jointly operated mines, at contractual price paid by Chinalco to such third parties

A.4

Metallurgical Services Agreement

*

Counter-party: Chinalco

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Services to be provided by Chinalco to the Company:

metallurgical engineering design, project construction and supervisory services

*

Price determination

State-guidance price and if there is no state-guidance price, then according to the market price

A.5

Land Use Rights Leasing Agreement

*

Counter-party: Chinalco

*

Term:

Allocated land:

50 years commencing from 1 July 2001 to 30 June 2051;

Granted land:

until expiry of the relevant land use right permit;

Mining leases shall terminate upon expiry of the mining rights or at the end of the actual mine life

*

Rent:

The rent shall be reviewed every three years at a rent not higher than the prevailing market rent as confirmed by an independent valuer.

A.6

Buildings Leasing Agreement

*

Counter-party: Chinalco

*

Term:

20 years from 1 July 2001

*

Rent:

The rent shall be reviewed every two years by agreement between Chinalco and the Company.

A.7

Factory and Asset Leasing Agreement

*

Counter-party: Chinalco

*

Term:

10 years from 1 April 2004 to 31 March 2014

*

Rent:

The rent is to be determined in accordance with local market rent for similar property and shall be determined after arm's length negotiations by both parties

A.8

Head Office Leasing Agreement

*

Counter-party: Chinalco

*

Term:

3 years commencing from 15 October 2005 until 15 October 2008

*

Rent:

The rent is to be reviewed every three years and shall not be higher than the prevailing market rent as determined by an independent valuer

A.9

Aluminum Ingots Agency Agreement

*

Counter-party: Guizhou Development

*

Term:

10 years from 1 September 2001 expiring on 30 June 2011

*

Sales:

Sales of aluminum ingots and alumina by Guizhou Development as agent for the Company for a commission which shall be at the same rate at which the same products are sold by other agents in the same area or vicinity in the ordinary course of their business upon normal commercial terms

*

Commission rate as determined under the agreement, and calculated by reference to each tonne of aluminum ingots sold

B.

Revenue

B.1

Mutual Supply Agreement

*

Counter-party: Chinalco

*

Term: same as Item A.2 above

*

Services and ancillary services to be provided by the Company to Chinalco

Production supplies:

alumina, primary aluminum, scrap materials, pitch and other similar supplies

Supporting services

electricity supply, gas, heat and water, repair,

 and ancillary services:

measurement, quality testing, spare parts, production

transportation, steam and other similar services

*

Price determination

Same as in the Comprehensive Social and Logistics Services Agreement

B.2

Metallurgical Services Agreement

*

Counter-party: Chinalco

*

Term:

Same as Item A.4 above

*

Services to be provided by the Company to Chinalco:

General engineering design services

*

Price determination

Same as Item A.4 above.

B.3

Buildings Leasing Agreement

*

Counter-party: Chinalco

*

Term and Rent:

Same as in Item A.6 above.

B.4

Aluminum Ingots and Alumina Supply Agreement

*

Counter-party: Guangxi Nonferrous Metal

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Supply:

Provided that the terms and conditions for the supply of aluminum ingots and alumina offered by independent third party are no more favourable than those offered by the Company, Guangxi Nonferrous Metal is obligated to source such products from the Company

*

Price determination

Market price

B.5

Primary Aluminum Supply Agreement

*

Counter-party: Xinan Aluminum

*

Term:

3 years expired on 30 June 2004 and renewed for another term of three years expiring on 30 June 2007

*

Supply:

Supply of primary aluminum by the Company to Xinan Aluminum

*

Price determination

Market price

Since the approval by the Shareholders of the 2003 Waiver Renewal at the special general meeting on 29 December 2003, there were the following changes to Existing Continuing Connected Transactions:

Land Use Rights Leasing Agreement (Item A.5)

At the time of the 2003 Waiver Renewal, the annual cap of the land use right rental under the Land Use Rights Leasing Agreement was capped at RMB200 million. By an announcement dated 20 January 2005, the Company announced and revised the annual cap to RMB250 million for the three years ending 31 December 2006. The revision was due to adjustments by the local tax authorities of the basic land rates and land use tax effective from 2004 onwards and the agreement by the Company to pay the increased basic land rates and land use tax.

Additional connected transaction - Head Office Leasing Agreement (Item A.8)

At the time of the 2003 Waiver Renewal, the Company's then head office was at No.12B, Fuxing Road, Haidian District, Beijing, the PRC. By an announcement dated 30 March 2005, the Company announced that it entered into a tenancy agreement with China Aluminum Development Company Limited, a wholly-owned subsidiary of Chinalco, for the leasing of 12th to 16th floors and the 18th to 31st floors (a total of 19 floors) of No. 62 North Xizhimen Street, Haidian District, Beijing, the PRC, as its Head Office. The tenancy is for a term of three years from 15 October 2005 to 15 October 2008 at an annual rent of RMB61,648,696 per year together with property management fee of RMB1.0 per day per square meter.

By another announcement dated 7 September 2006, the Company announced that due to the recent increase in office rent in Beijing and at the request of China Aluminum Development Company Limited, the Company agreed to make prepayment of the annual rent and property management fees of the Head Office for the remaining two years of the tenancy. The prepayment amounted to approximately RMB145.3 million was paid on or about the end of October 2006.

Cessation of Xinan Aluminum as a connected person (Item B.5)

Xinan Aluminum was at the time of the 2003 Waiver Renewal a connected person of the Company by virtue of the equity holding of China Cinda Asset Management Corporation in Xinan Aluminum (Group) Limited. China Cinda Asset Management Corporation was at the material time a substantial Shareholder of the Company. On 24 September 2005, China Cinda Asset Management Corporation ceased as a substantial shareholder and a connected person of the Company and as a consequence, Xinan Aluminum also ceased as a connected person of the Company since then.

2.3

The historical amounts of Existing Continuing Connected Transactions for the years 2004, 2005 and the estimated amounts for 2006

Set out below are the historical amounts of each category of Existing Continuing Connected Transactions for the two previous financial years ended 31 December 2004 and 2005, the nine months ended 30 September 2006 and the estimated amounts for the year ending 31 December 2006 and the comparison with their annual limits approved by the Shareholders at the special general meeting held on 29 December 2003:

Year

Year

Nine months

Year

ended

ended

ended

ended

31 December

31 December

30 September

31 December

Annual

2004

2005

2006

2006

limits

Estimated

Amounts in

Amounts in

amounts in

RMB millions

RMB millions

RMB millions

(% represents

(% represents

(% represents

(% to total

transaction

transaction

transaction

turnover or

amount

amount

amount

transaction

to the total

to the total

Amounts in

to the total

amount in

Counter-

Transactions

turnover)

turnover)

RMB millions

turnover)

RMB millions)

Party

A.

Expenditure:

A.1

Social welfare and

927.73

951.25

972.58

1,451.31

4%

Chinalco

 logistics services

(2.9%)

(2.56%)

(2.64%)

A.2

Provision of production

509.43

463.55

374.09

682.39

5%

Chinalco

 supplies and ancillary

(1.6%)

(1.25%)

(1.25%)

 services

A.3

Mineral supply

124.57

237.28

185.40

245.72

1.5%

Chinalco

(0.4%)

(0.64%)

(0.45%)

A.4

Engineering, construction

945.68

2,176.04

875.88

2,402.81

6.7%

Chinalco

 and supervisory services

(2.93%)

(5.86%)

(4.38%)

A.5

Land use rights leasing

226.47

239.06

174.91

283.26

250.0

Chinalco

(Note 1)

(Note 1)

A.6

Buildings leasing

9.34

9.34

7.06

9.34

12.0

Chinalco

 (Note 3)

(Note 2)

A.7

Factory and asset

 leasing (Shanxi

 Carbon Factory)

4.34

5.78

8.25

11.0

11.0

Chinalco

A.8

Head office rental paid

N.A.

N.A.

25.22

62.0

62.0

Chinalco

 to Chinalco (Note 3)

(Note 2)

A.9

Aluminum ingots sales agency

0

1.34

1.34

2.0

Guizhou

B.

Revenue:

B.1

Provision of production

1,055.37

2,104.29

2,961.15

4,304.49

12.0%

Chinalco

 supplies and ancillary services

(3.3%)

(5.67%)

(7.85%)

B.2

Engineering design and

0

1.0

0.12

1.0

3.5

Chinalco

 other services by the

 Company to Chinalco

B.3

Building leasing

1

1

0.4

0.5

5

Chinalco

 by Chinalco (Note 5)

B.4

Aluminum Ingots

0

86.0

121.58

180.0

126.0

GuangxI

 and Alumina Supply

(Note 3)

(Note 3)

Nonferrous

Metal

B.5

Supply of primary aluminum

697.76

1,280.10

723.82

1,743.51

7.8%

Xinan

 (Note 4)

(2.20%)

(3.45%)

(3.18%)

Aluminum

Notes:

1.

Due to increases in basic land rates and land use tax of the Company's Zhongzhou Branch and Shanxi Branch and at the request of Chinalco, the Company will agree to pay the increased basic land tax which have not yet been paid. By an announcement dated 13 December 2006, the Company announced the revision of the annual limit of the transactions under the Land Use Rights Leasing Agreement from RMB250 million to RMB290 million, subject to the payment of the increased amount of land tax of Zhongzhou Branch and Shanxi Branch.

2.

The Company proposes to aggregate the continuing connected transaction of Buildings leasing from Chinalco (Item A.6) with the head office rental paid to Chinalco (Item A.8) to form one single category of continuing connected transactions.

3.

Based on the estimated total value of the transactions for the entire year ending 31 December 2005, the Directors have estimated that the aggregate total value of the transactions with Guangxi Nonferrous Metal will exceed RMB180 million, which will exceed the annual limit of RMB126 million for the year ending 31 December 2006. However, as at the date of the Announcement dated 9 November 2006, the Directors estimated that the value of aluminum ingots and alumina supplied to Guangxi Nonferrous Metal had not exceeded the annual limit of RMB126 million. By an announcement dated 13 December 2006, the Company announced the revision of the annual limit of the transactions under the Aluminum Ingots and Alumina Agreement from RMB126 million to RMB190 million for the year ending 31 December 2006.

4.

Since 24 September 2005, Xinan Aluminum (Item B.5) is no longer a connected person of the Company.

5.

The estimated amounts for the year ending 31 December 2006 are based on the historical amounts for the nine months ended 30 September 2006. The estimated annual amounts of certain transactions for the year ending 31 December 2006 appear to be significantly higher than the figures for the nine months ended 30 September 2006 due to the fact that payments for larger transactions normally occur at the year end.

3.

THE NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS AND THE NEW CONTINUING CONNECTED TRANSACTIONS

3.1

Proposed annual limits for the Non-exempt Continuing Connected Transactions

The Directors consider that it is in the interest of the Company to continue the Non-exempt Continuing Connected Transactions upon the same terms and conditions as in the relevant Existing Connected Transaction Agreements and to enter into the New Continuing Connected Transactions, upon the terms and conditions of the proposed New Connected Transaction Agreements. The Directors have estimated the annual limits of the Non-exempt Continuing Connected Transactions for the coming three financial years ending 31 December 2009 based on the following:

(1).

The Non-exempt Continuing Connected Transactions will continue to be entered into between the Company and the relevant connected persons upon the terms and conditions set out in the relevant Existing Connected Transaction Agreements governing the relevant Existing Continuing Connected Transactions;

(2)

Such Non-exempt Continuing Connected Transactions will continue to be entered into in the ordinary course of business of the Company and upon normal commercial terms;

(3)

The estimates of the annual caps for the Non-exempt Continuing Connected Transactions are based on the historical amounts for the two financial years ended 31 December 2005 and the estimated amounts of the Continuing Connected Transactions for the financial year ending 31 December 2006; and

(4)

There will not be any adverse changes to the state of the PRC economy and the level of demand for the alumina and aluminum products of the Company.

Based on the historical amounts of the Existing Continuing Connected Transactions for the two years ended 31 December, 2005 and the nine months ended 30 September 2006 and the estimated amounts for the year ending 31 December 2006, the Directors have estimated the annual limits of each of the Non-exempt Connected Transactions for each of the three years ending 31 December 2009. Based on the agreed amounts on the New Continuing Connected Transaction Agreements, the Directors have also estimated the annual limits of the New Continuing Connected Transactions for each of the three years ending 31 December 2009. By applying the size tests of the Listing Rules, the Directors have categorized the Non-exempt Continuing Connected Transactions and the New Continuing Connected Transactions into exempt and non-exempt continuing connected transactions, as set out below, based on the following principles:

(1)

exempt continuing connected transactions if none of the results of the size tests (as provided in the Listing Rules) exceeds 0.1%;

(2)

non-exempt continuing connected transactions which do not require shareholders approval if none of the results of the size tests exceeds 2.5%; and

(3)

non-exempt continuing connected transactions which require shareholders approval if any of the results of the size tests exceeds 2.5%.

Non-exempt Continuing

Connected Transactions

Proposed Annual Limits

Counter-party

(amount in RMB millions)

2007

2008

2009

Reporting, Announcement and Shareholders'

 Approval required (Size Tests > 2.5%)

A.

Expenditure:

A.1

Comprehensive Social

 and Logistics Agreement

Social welfare and logistics services

1,740

2,003

2,320

Chinalco

A.2 & A.3

Mutual Supply Agreement &

 Mineral Supply Agreement (Note 1)

*

Provision of production supplies

 and ancillary services by

1,000

1,500

2,000

Chinalco

 Chinalco

*

Mineral Supply

445

643

890

Chinalco

A.4

Metallurgical Services Agreement

Engineering, construction and

supervisory services

3,970

3,970

3,970

Chinalco

B.

Revenue:

B.1

Mutual Supply Agreement

Provision of production supplies

and ancillary services to Chinalco

5,000

5,920

7,100

Chinalco

Reporting and Announcement required

 (Size Tests > 0.1% and < 2.5%)

A.

Expenditure:

A.5

Land Use Rights Leasing Agreement

Land use rights leasing from Chinalco

400

400

400

Chinalco

A.6 & A.8

Buildings Leasing Agreement

 and Head Office Leasing

 Agreement (Note 2)

Building leasing from Chinalco

100

100

100

Chinalco

A.10

Huaze Contracting Agreement

 (Note 3)

Management and operations of

Shanxi

 electricity generators

800

800

800

Zhangze

B.

Revenue:

B.4

Aluminum Ingots and Alumina

 Supply Agreement and

 Alumina Supply Agreement

Guangxi Guangxi

 (Note 4)

Nonferrous

Aluminum ingots and

Metal /

 alumina supply

450

450

450

Guangxi Baise