北京金诚同达律师事务所 关于 中国铝业股份有限公司 2021 年限制性股票激励计划首次授予部分第二个解 除限售期解除限售条件成就及回购注销部分激励对象 已获授但尚未解除限售的限制性股票及调整回购价格 的 法律意见书 金证法意[2025]字 0520 第 0472 号 北京市建国门外大街1号国贸大厦A座十层 100004 电话：010-5706 8585 传真：010-8515 0267 金诚同达律师事务所 法律意见书 释 义 在本法律意见书中，除非文中另有说明，下列词语具有如下涵义： | 本所 | 指 | 北京金诚同达律师事务所 | | --- | --- | --- | | 中国铝业/公司/上市 | 指 | 中国铝业股份有限公司 | | 公司 | | | | 激励计划 | 指 | 中国铝业股份有限公司 2021 年限制性股票激励计划 | | 本次解除限售 | 指 | 中国铝业股份有限公司 2021 年限制性股票激励计划首次授予 | | | | 部分第二个解除限售期解除限售条件成就 | | 本次回购注销 | 指 | 中国铝业股份有限公司 2021 年限制性股票激励计划回购注销 | | | | 部分激励对象已获 ...

万兆光网作为新型信息基础设施的核心载体，具备单波长50Gbps的超大带宽和确定性网络时延特性，可满足工业互联网8K视觉检测、云端机器人控制等 严苛场景需求。其采用的FlexE硬切片技术，能为不同生产系统提供专属传输通道，确保关键业务零中断。该项目将重点支撑工业AOI（光学自动质检） 系统、生产全流程数字孪生系统、安全生产智能监测平台的智能化场景平台应用。 在万兆网络的赋能下，工厂生产流程实现升级变革，从原材料入库、产品生产、质量检测到成品出库，数据传输实现"即时达"；远程设备操控近乎"零延 迟"，指令下达与设备响应同步，极大提升生产效率与精准度；海量生产数据得以快速传输与深度分析，能够为企业科学决策提供坚实的数据支撑，全力 推动实体经济数字化转型迈向新高度，助力工业高质量发展。（韦乐 黄艳蝶） 编辑：赵鼎 图为工作人员通过万兆光网进行视频监测 转自：新华财经 近日，位于广西平果市的中铝广西公司矿业二矿"万兆工厂"示范项目竣工，这是百色市部署的首个50G PON工业光网系统并完成网络试点测试。作为广西 首批万兆光网"先行先试"示范项目，该工程的落地标志着平果工业互联网基础设施建设实现重大升级，为工业企业迈向数字 ...

据了解，为反映沪深300指数样本中不同细分行业公司证券的整体表现，为投资者提供分析工具，将沪 深300指数300只样本按行业分类标准分为10个一级行业、26个二级行业、70余个三级行业及100多个四 级行业。沪深300细分行业指数系列分别以进入各二级、三级行业的全部证券作为样本编制指数，形成 沪深300细分行业指数。该指数以2004年12月31日为基日，以1000.0点为基点。 从指数持仓来看，沪深300金属与采矿指数十大权重分别为：紫金矿业（31.27%）、北方稀土 （6.45%）、宝钢股份（6.2%）、山东黄金（5.8%）、中国铝业（5.62%）、洛阳钼业（5.48%）、华友 钴业（4.91%）、中金黄金（4.35%）、包钢股份（4.22%）、赣锋锂业（3.75%）。 金融界6月5日消息，上证指数高开震荡，沪深300金属与采矿指数 (300金属与采矿，L11606)报2405.31 点。 数据统计显示，沪深300金属与采矿指数近一个月上涨2.29%，近三个月上涨3.98%，年至今上涨 9.43%。 从沪深300金属与采矿指数持仓的市场板块来看，上海证券交易所占比82.35%、深圳证券交易所占比 17.65 ...

致：香港交易及結算所有限公司 公司名稱: 中國鋁業股份有限公司 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年5月31日 狀態: 新提交 呈交日期: 2025年6月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 A | | | | 於香港聯交所上市 (註1) | | 否 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 601600 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 13,211,666,110 | RMB | | 1 | RMB | | 13,211,666,110 | | 增加 / 減少 (-) | | | 0 | | | | RMB | | 0 | | 本月底結存 | | | 13,211,666,110 | RMB | | 1 | RMB | | 13,211,666,110 | | 2 ...

Core Viewpoint - China Aluminum's performance is improving, with significant share buybacks from its controlling shareholder and positive financial results reported for 2024 [1][2]. Financial Performance - In 2024, China Aluminum achieved operating revenue of 237.066 billion yuan, a year-on-year increase of 5.21% [5][6]. - The net profit for 2024 was 12.4 billion yuan, reflecting a substantial year-on-year growth of 85.38% [5][6]. - The return on equity (ROE) reached 19.26%, an increase of 7.33 percentage points compared to the previous year, outperforming industry benchmarks for three consecutive years [6][5]. - The debt-to-asset ratio was 48.10%, marking the lowest level in the past decade [6]. Share Buyback Activity - As of May 28, the controlling shareholder, China Aluminum Group, and its concerted parties have cumulatively bought back 192 million shares, amounting to approximately 1.007 billion yuan [2][3]. - This buyback represents 1.12% of the company's total issued share capital, achieving the lower limit of their planned buyback amount [2][3]. Market Conditions - The domestic aluminum market continues to grow, with China maintaining its position as the world's largest aluminum producer and consumer for 23 consecutive years [5]. - In 2024, domestic alumina prices ranged from 3,156 yuan/ton to 5,780 yuan/ton, with an average price of 4,084 yuan/ton, reflecting a year-on-year increase of 39.9% [5]. - International alumina prices also saw significant increases, with an average price of 502 USD/ton, up 46% year-on-year [5]. Strategic Developments - The company is focusing on structural adjustments and enhancing its industrial development advantages [7]. - China Aluminum is advancing its exploration and development of bauxite resources, with a new resource addition of 73.55 million tons in the year [7]. - The company is implementing multiple projects in clean energy and aluminum production, with a notable 45.5% of its electrolytic aluminum production utilizing clean energy [7].

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].