Group 1 - China Aluminum Corporation convened the 34th meeting of the 8th Board of Directors and the 18th meeting of the 8th Supervisory Board on May 28, 2025, to approve the proposal regarding the repurchase and cancellation of certain restricted stocks granted to incentive objects [1] - A total of 654,408 shares of restricted stock will be repurchased and canceled, resulting in a reduction of the company's total shares from 17,155,632,078 to 17,154,977,670 shares, and a decrease in registered capital from RMB 17,155,632,078 to RMB 17,154,977,670, amounting to a reduction of RMB 654,400 [1] - The repurchase involves various incentive objects, including 6 retired individuals, 1 individual who terminated the labor relationship, 2 voluntarily resigned individuals, and 4 individuals with negative circumstances [1] Group 2 - Due to the capital reduction from the repurchase, the company is required to notify creditors, who have the right to claim debts or request guarantees within specified timeframes [2] - Creditors must submit their claims with valid documentation at the designated location during the specified period [2]

General Principles - The board of directors is the permanent executive and decision-making body of the company, responsible to the shareholders' meeting and reporting on its work [3][6] - The board must ensure effective governance and decision-making processes in accordance with relevant laws and regulations [3][4] Board Composition - The board consists of nine directors, with external directors (including non-executive and independent directors) making up more than half of the board [4][5] - At least three independent directors are required, accounting for one-third or more of the board, with at least one being a professional accountant [4][11] Director Responsibilities - Directors must act in the best interests of the company and its shareholders, avoiding conflicts of interest and ensuring compliance with laws and regulations [4][12] - Directors are required to attend board meetings and express clear opinions on matters discussed [5][19] Election and Term of Directors - Directors are elected for a term of three years, with the possibility of re-election, but independent directors cannot serve more than six consecutive years [4][9] - The election process for non-independent directors must be transparent and fair, with nominations requiring consent from the candidates [9][24] Independent Directors - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [12][29] - They have specific rights, including the ability to hire external advisors and propose meetings to address issues affecting the company or minority shareholders [36][39] Board Committees - The board may establish specialized committees, such as the audit committee, nomination committee, and remuneration committee, to handle specific tasks and report back to the board [20][25] - Each committee must have a majority of independent directors, ensuring unbiased oversight [25][26] Meeting Procedures - The board must hold at least four regular meetings annually, with additional meetings called as necessary [23][24] - Meeting notifications must be sent in advance, and urgent meetings can be called with shorter notice [23][24] Director Training and Development - The company is responsible for providing ongoing training for directors to ensure they understand their rights, responsibilities, and relevant regulations [22][39] - Directors are expected to actively participate in training and development programs [22][39]

Core Viewpoint - The announcement states that the second unlock condition for the initial grant of the 2021 Restricted Stock Incentive Plan of China Aluminum Corporation has been fulfilled, allowing 904 eligible participants to unlock a total of 32,083,238 shares, which represents approximately 0.19% of the company's total share capital [4][14][15]. Summary by Sections Incentive Plan Approval and Implementation - The board of directors and the supervisory board approved the relevant proposals regarding the 2021 Restricted Stock Incentive Plan, ensuring that independent directors provided independent opinions on the matters [1][2][5]. Unlock Conditions Achievement - The second unlock period for the initial grant of the incentive plan is set to expire, with the unlock conditions met as the company did not experience any negative audit opinions or significant violations in the past year [6][8][11]. Details of Unlockable Shares - A total of 904 eligible participants can unlock 32,083,238 shares, which is about 0.19% of the total share capital. The unlockable shares will be processed after the necessary procedures are completed [4][14][15]. Opinions from the Compensation Committee and Supervisory Board - The Compensation Committee confirmed that the unlock conditions have been met and that the eligibility of the 904 participants is valid. The supervisory board also agreed that the unlock conditions were fulfilled according to the relevant regulations [15][6]. Legal Opinion - The legal opinion from Beijing Jincheng Tongda & Neal Law Firm states that the company has obtained the necessary approvals for the unlock process, and it complies with all relevant laws and regulations [15].

Core Viewpoint - China Aluminum Corporation announced the repurchase and cancellation of 654,408 restricted stocks granted to certain incentive targets that have not yet been released from restrictions, along with adjustments to the repurchase prices for these stocks [1][12][19] Summary by Relevant Sections Repurchase and Cancellation Details - The number of restricted stocks to be repurchased and canceled is 654,408 shares [1] - The adjusted repurchase price for the initially granted restricted stocks is changed from RMB 2.85 per share to RMB 2.72 per share, while the price for reserved granted restricted stocks is adjusted from RMB 2.01 per share to RMB 1.88 per share [1][12] Decision-Making Process - The decision to adjust the repurchase prices and cancel the restricted stocks was approved during the meetings of the Board of Directors and the Supervisory Board [1][6][18] - Independent directors provided independent opinions on the related matters, ensuring compliance with relevant regulations [16][18] Reasons for Repurchase - The repurchase is due to the retirement of six incentive targets who will not continue their roles in the company, as well as one target who left due to uncontrollable work relocation [8][17] - Additionally, two targets voluntarily left the company, and four targets were found to have negative circumstances requiring the return of benefits from stock incentives [10][17] Financial Impact - The total amount allocated for the repurchase of restricted stocks is RMB 1,779,990 (excluding interest) [14] - The repurchase and cancellation of these stocks are not expected to have a significant impact on the company's financial status or operational results [15][18] Share Capital Structure Changes - Following the repurchase and cancellation, the company's share capital structure will change, with the total shares decreasing from 17,155,632,078 to 17,154,977,670 [15] Legal Compliance - The repurchase and price adjustment actions have been confirmed to comply with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders, particularly minority shareholders [16][19]

Core Viewpoint - China Aluminum Corporation plans to abolish its supervisory board and amend its articles of association, shareholder meeting rules, and board meeting rules in accordance with new regulations effective from July 1, 2024 [1][2]. Summary by Sections Proposed Changes - The company intends to cancel the supervisory board, transferring its powers to the board's audit committee [2]. - The board structure will be adjusted to include a new employee director [2]. - Other amendments will be made to align with the latest legal and regulatory requirements [2]. Legal Compliance - The proposed amendments are in accordance with the new Company Law of the People's Republic of China, the China Securities Regulatory Commission's transitional arrangements, and updated guidelines for listed companies [1][2][3]. Shareholder Approval - The proposed changes require approval from the company's shareholders at a forthcoming meeting [2]. Document References - The announcement includes attachments detailing the revised articles of association, shareholder meeting rules, and board meeting rules [2].

Core Points - The Supervisory Board of China Aluminum Corporation reviewed and approved the proposals regarding the repurchase and cancellation of certain restricted stocks and the adjustment of repurchase prices [1][2][3] - The repurchase price for the initially granted restricted stocks was adjusted from RMB 2.85 per share to RMB 2.72 per share, and the reserved repurchase price was adjusted from RMB 2.01 per share to RMB 1.88 per share [1][2] - A total of 654,800 shares of restricted stocks will be repurchased and canceled due to various reasons including retirement and negative circumstances of the incentive targets [2][3] Summary of Proposals - The repurchase and cancellation of restricted stocks is in compliance with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders, especially minority shareholders [2] - The company decided to retain the restricted stocks for certain targets who met performance assessment periods while canceling the qualifications of others who did not meet the requirements [2][3] - The second unlock condition for the initially granted restricted stock incentive plan has been achieved, allowing for the release of 32,053,238 shares for 904 incentive targets [4]

Core Viewpoint - China Aluminum Corporation announced the decisions made during the 18th meeting of the 8th Supervisory Board, focusing on the repurchase and cancellation of certain restricted stocks and the adjustment of repurchase prices [1][3]. Summary by Sections Stock Repurchase and Price Adjustment - The Supervisory Board approved the repurchase and cancellation of restricted stocks that have been granted but not yet released from restrictions, adjusting the repurchase price from RMB 2.85 per share to RMB 2.72 per share for the initial grant and from RMB 2.01 per share to RMB 1.88 per share for reserved grants [1][2]. Cancellation of Incentive Object Qualifications - The company decided to cancel the qualifications of 6 incentive objects who have retired and will not continue to work for the company, retaining their restricted stocks that meet performance assessment and tenure requirements, totaling 31,793 shares for repurchase [2]. - One incentive object was also canceled due to objective reasons leading to termination, retaining 4,255 shares for repurchase [2]. - Two incentive objects who voluntarily resigned had their qualifications canceled, leading to the repurchase of 176,400 shares [2]. - Four incentive objects with negative circumstances had their qualifications canceled, resulting in the repurchase of 441,960 shares [2]. Total Repurchase Impact - The total number of restricted stocks to be repurchased and canceled amounts to 654,408 shares, which will reduce the company's registered capital by RMB 654,408 [3]. Approval of Release Conditions - The Supervisory Board confirmed that the conditions for the second release period of the 2021 restricted stock incentive plan have been met, allowing for the release of 32,083,238 shares for 904 incentive objects [4].

Core Viewpoint - China Aluminum Corporation has announced the repurchase and cancellation of certain restricted stocks, which will lead to a reduction in registered capital and requires notification to creditors [1][3]. Group 1: Repurchase and Cancellation Details - The company will repurchase and cancel a total of 654,408 shares of restricted stock that were granted but not yet released from restrictions [3]. - The repurchase includes stocks from six individuals who have retired, one individual who left due to uncontrollable work relocation, two individuals who voluntarily resigned, and four individuals who faced negative circumstances [2]. - The repurchase price will be adjusted and will include interest from bank deposits for the relevant period [2]. Group 2: Impact on Registered Capital - Following the completion of the repurchase and cancellation, the total number of shares will decrease from 17,155,632,078 shares [3]. - The company is notifying creditors about the reduction in registered capital, allowing them to claim debts or request guarantees within specified timeframes [3]. Group 3: Creditor Notification Process - Creditors have 30 days from receiving the notice, or 45 days from the announcement date if not notified, to present valid debt documents and request debt repayment or guarantees [3][4]. - Specific documentation requirements for creditors are outlined, including identification and authorization documents for representatives [3].

Board Restructuring Announcement - China Aluminum Corporation is conducting a board restructuring as the current board's term is about to expire [1][2] - The company has nominated eight candidates for the ninth board, including three executive directors, two non-executive directors, and three independent non-executive directors [1][2] Board Candidates - Executive director candidates include He Wenjian, Mao Shiqing, and Jiang Tao, all of whom have extensive experience in management and production technology [4][5] - Non-executive director candidates are Li Xiehua and Jiang Hao, both with significant backgrounds in production technology and enterprise management [5][6] - Independent non-executive director candidates include Yu Jinsong, Chen Yuanyou, and Li Xiaobin, all of whom meet the qualifications and independence requirements set by relevant regulations [2][7][8] Election Process - The nominated candidates will be submitted to the shareholders' meeting for election, with independent non-executive director candidates requiring approval from the Shanghai Stock Exchange before being presented [2] - The election will utilize a cumulative voting system, and the board will consist of nine members, including one employee director to be elected by the employee representative assembly [2] Compliance and Qualifications - All nominated candidates meet the legal and regulatory requirements for serving as directors, with no disqualifications or prior administrative penalties from the China Securities Regulatory Commission [2][3]

Core Viewpoint - China Aluminum Corporation plans to reappoint Ernst & Young Huaming and Ernst & Young as its accounting firms for the fiscal year 2025, emphasizing their qualifications and integrity in providing auditing services [1][6]. Group 1: Accounting Firm Information - Ernst & Young Huaming was established in September 1992 and transitioned to a special general partnership in August 2012, headquartered in Beijing with 251 partners as of the end of 2024 [1]. - The firm has over 1,700 certified public accountants, with more than 1,500 having experience in securities-related services, and over 500 having signed audit reports for securities services [1][2]. - In 2023, Ernst & Young Huaming reported total audited business revenue of RMB 5.955 billion, with audit service revenue of RMB 5.585 billion, including RMB 2.438 billion from securities business [2]. Group 2: Audit Client Information - Ernst & Young Huaming audited 137 A-share listed companies in 2023, generating total fees of RMB 905 million, with clients spanning various industries including manufacturing, finance, wholesale and retail, mining, and information technology [2]. - The firm has a strong investor protection capability, having set aside a professional risk fund and purchased professional liability insurance with a cumulative compensation limit exceeding RMB 200 million [2]. Group 3: Audit Project Details - The project partner and first signing CPA, An Xiuyan, has been with Ernst & Young Huaming since 2002 and has extensive experience in auditing listed companies across various sectors [3][4]. - The second signing CPA, Sun Fang, has been with the firm since 2003 and has also worked on audits for multiple listed companies in diverse industries [3][4]. - The quality control reviewer, Zhong Li, has been with the firm since 2000 and has significant experience in auditing listed companies [4]. Group 4: Audit Fees and Approval Process - The audit fee for 2025 is set at RMB 18.8 million (including tax), with RMB 1.8 million allocated for internal control audits, remaining consistent with the previous year [5]. - The proposal for reappointing the accounting firms was reviewed and approved by the company's audit committee, which recognized their qualifications and integrity [6]. - The final approval of the reappointment is pending a vote at the company's shareholders' meeting [6].