Preliminary Offering Circular
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IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached preliminary Offering Circular (‘‘Preliminary Offering Circular’’).Youareadvisedtoreadthis disclaimer carefully before accessing, reading or making any other use of the attached Preliminary Offering Circular. In accessing the attached Preliminary Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from the company as a result of such access. In order to be eligible to view the attached Preliminary Offering Circular or make an investment decision with respect to the securities, investors must be outside the United States. Confirmation of Your Representation: This Preliminary Offering Circular is being sent to you at your request and by accepting the e-mail and accessing the attached Preliminary Offering Circular, you shall be deemed to represent to Chinalco Capital Holdings Limited (the ‘‘Issuer’’), Aluminum Corporation of China Overseas Holdings Limited (the ‘‘Guarantor’’), Aluminum Corporation of China (the ‘‘Company’’) and each of Bank of China Limited, BOCI Asia Limited, Barclays Bank PLC, SPDB International Capital Limited, China CITIC Bank International Limited and Haitong International Securities Company Limited (together, the ‘‘Joint Lead Managers’’) that (1) you and any customers you represent are outside the United States and that the e-mail address that you gave us and to which this e-mail has been delivered is not, located in the United States, its territories or possessions, and (2) you consent to delivery of the attached Preliminary Offering Circular and any amendments or supplements thereto by electronic transmission. The attached Preliminary Offering Circular has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and, consequently, none of the Issuer, the Guarantor, the Company, the Joint Lead Managers, the Trustee or the Agents (as defined in the attached Preliminary Offering Circular) or any of their respective affiliates, directors, officers, employees, representatives, agents and each person who controls the Issuer, the Guarantor, the Company, the Joint Lead Managers, the Trustee, the Agents or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version available to you upon request from the Issuer, the Guarantor, the Company and the Joint Lead Managers. Restrictions: The attached Preliminary Offering Circular and is being furnished in connection with an offering in offshore transactions to persons outside the United States in compliance with Regulation S under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) solely for the purpose of enabling a prospective investor to consider the purchase of the securities described herein. You are reminded that the information in the attached Preliminary Offering Circular is not complete and may be changed. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE OFFERING IS MADE SOLELY OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE OF REGULATION S UNDER THE SECURITIES ACT. You are reminded that you have accessed the attached Preliminary Offering Circular on the basis that you are a person into whose possession the attached Preliminary Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this document, electronically or otherwise, to any other person. If you have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the securities described in the attached Preliminary Offering Circular. Actions that You May Not Take: If you receive this document by e-mail, you should not reply by e-mail to this document, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED PRELIMINARY OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PRELIMINARY OFFERING CIRCULAR IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED PRELIMINARY OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. You are responsible for protecting against viruses and other destructive items. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Subject to Completion Preliminary Offering Circular dated 18 August 2016 Strictly confidential CHINALCO CAPITAL HOLDINGS LIMITED (a BVI business company incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of Aluminum Corporation of China Overseas Holdings Limited) US$[.] [.] per cent. Guaranteed Bonds due [.] Unconditionally and irrevocably guaranteed by Aluminum Corporation of China Overseas Holdings Limited ( 中 鋁 海 外 控 股 有 限 公 司 ) (incorporated with limited liability in Hong Kong and a wholly-owned subsidiary of Aluminum Corporation of China) With the benefit of a Keepwell Deed and a Deed of Equity Interest Purchase Undertaking provided by ing Circular is not an offer to sell securities and we are Preliminary Offer ALUMINUM CORPORATION OF CHINA ( 中 國 鋁 業 公 司 ) Issue Price: [.] per cent. The [.] per cent. Guaranteed Bonds due [.] in the aggregate principal amount of US$[.](the‘‘Bonds’’) will be issued by Chinalco Capital Holdings Limited (the ‘‘Issuer’’)and ing Circular. This will be unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) by its parent company, Aluminum Corporation of China Overseas Holdings Limited (the ‘‘Guarantor’’). The Issuer and the Guarantor are wholly-owned by Aluminum Corporation of China (the ‘‘Company’’). Interest on the Bonds will be payable semi-annually in arrear on [.]and[.] in each year. The Bonds will constitute direct, unsubordinated, unconditional and (subject to Condition 4(a) of the Terms and Conditions of the Bonds) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by mandatory provisions of applicable law, at all times rank at least equally with all the Issuer’s other present and future unsecured and unsubordinated obligations. The obligations of the Guarantor under the Guarantee shall, save for such exceptions as may be provided by mandatory provisions of applicable law and subject to Condition 4(a) of the Terms and Conditions of the Bonds, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations. All payments of principal, premium and interest by or on behalf of the Issuer or the Guarantor in respect of the Bonds or under the Guarantee shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the British Virgin Islands, Hong Kong or the PRC (as defined herein) or any political subdivision or authority therein or thereof having power to tax, unless such withholding or deduction is required by law. See ‘‘Terms and Conditions of the Bonds — Taxation’’. The Issuer, the Guarantor and the Company will enter into a keepwell deed on or about [.] 2016 with Bank of Communications Trustee Limited (the ‘‘Trustee’’)astrusteeofthe Bonds (the ‘‘Keepwell Deed’’) as further described in ‘‘Description of the Keepwell Deed’’. The Keepwell Deed does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or of the Guarantor under the Guarantee. The Guarantor and the Company will enter into a deed of equity interest purchase undertaking on or about [.] 2016 with the Trustee (the ‘‘Deed of Equity Interest Purchase Undertaking’’) as further described in ‘‘Description of the Deed of Equity Interest Purchase Undertaking’’. The Deed of Equity Interest Purchase Undertaking does not constitute a guarantee by the Company of the obligations of the Issuer under the Bonds or of the Guarantor under the Guarantee. The Bonds will mature on [.] at their principal amount. The Bonds may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Bondholders and in writing to the Trustee and the Principal Paying Agent at their principal amount together with interest accrued up to but excluding the date fixed for redemption in the event of certain changes affecting taxes of the British Virgin Islands, Hong Kong or the PRC or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations (including but not limited to any decision by a court of competent jurisdiction).