ANNOUNCEMENT CONNECTED TRANSACTION RESTRUCTURE ENGINEERING by Mattlater

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                                     (Stock Code: 0694)

                                 ANNOUNCEMENT

                         CONNECTED TRANSACTION

    RESTRUCTURE ENGINEERING SERVICES AGREEMENT

RESTRUCTURE ENGINEERING SERVICES AGREEMENT

The Board announces that on 14 August 2009, the Company and Beijing Aviation Construction
entered into the Restructure Engineering Services Agreement, pursuant to which Beijing
Aviation Construction agreed to provide engineering services and lighting services for the
construction of the M taxiway of the Beijing Airport.

LISTING RULES IMPLICATIONS

The Parent Company is the controlling shareholder of the Company, holding approximately
56.61% of the issued share capital of the Company as at the date of this announcement.
Therefore, the Parent Company is a connected person of the Company. As at the date of the
announcement, Beijing Aviation Construction is an Associate of the Parent Company and
is therefore a connected person of the Company under Chapter 14A of the Listing Rules.
Accordingly, the entering into the Restructure Engineering Services Agreement by the
Company constitutes a connected transaction of the Company. Given that each of the
applicable percentage ratios (as defined under Rule14.07 of the Listing Rules) of such
transaction is less than 2.5%, the Restructure Engineering Services Agreement is subject to
the reporting and announcement requirements under Chapter 14A of the Listing Rules, but
exempt from approval from the independent shareholders of the Company.

                                           —1—
RESTRUCTURE ENGINEERING SERVICES AGREEMENT

The Board announces that on 14 August 2009, the Company and Beijing Aviation Construction
entered into the Restructure Engineering Services Agreement, pursuant to which Beijing
Aviation Construction agreed to provide engineering services and lighting services for the
construction of the M taxiway of the Beijing Airport.

Date

14 August 2009

Parties

(1) the Company; and

(2) Beijing Aviation Construction.

Services

Pursuant to the Restructure Engineering Services Agreement, Beijing Aviation Construction
agreed to provide engineering services and lighting services, including but not limited to
planning, safety and security, lighting maintenance, traffic management, environmental
protection, construction noise control, rural properties protection and cleaning and sanitary
services, for the construction of the M taxiway of the Beijing Airport.

Term

The Restructure Engineering Services Agreement is for a term of 330 calendar days commencing
from the commencement date of the construction of the M taxiway of the Beijing Airport under
the Restructure Engineering Services Agreement.

The commencement date of the construction shall be within 5 days from the date of the
Restructure Engineering Services Agreement.




                                          —2—
The Fee

The fee payable by the Company under the Restructure Engineering Services Agreement is
approximately RMB49,432,468 which is determined based on the open tendering process.
Taking into account the bidding price, technical qualification, previous experience, quality of
the tendering document and the management level of the bidders, Beijing Aviation Construction
is considered as the most suitable bidder for the transaction under the Restructure Engineering
Services Agreement.

Such fee is payable by the Company in various intervals during the term of the Restructure
Engineering Services Agreement depending on the construction progress of the M taxiway,
i.e., the Company shall pay Beijing Aviation Construction within 28 days from the date of each
of the issue of the progress payment invoice which amount shall be agreed by the Company
and the supervisor of the construction.

The fee payable by the Company under the Restructure Engineering Services Agreement is
subject to further adjustment taking into account the fluctuation in the costs of labour, raw-
materials, facilities and machineries for the construction of the M taxiway of the Beijing
Airport during the term of the Restructure Engineering Services Agreement. However, such
adjustment of the fee shall not be more than 10% of RMB49,432,468 of the fee payable by
the Company under the Restructure Engineering Services Agreement . Such adjustment of the
fee is payable by the Company on the date of which the M taxiway is checked and accepted
by the Company.

Historical Figure

The Company and the Beijing Aviation Construction did not conduct any similar transaction
under the Restructure Engineering Services Agreement in the past.




                                           —3—
REASONS FOR AND BENEFITS OF ENTERING INTO THE RESTRUCTURE
ENGINEERING SERVICES AGREEMENT

Since there are severe wear and tear in the existing M taxiway of the Beijing Airport, the
Company decided to carry out restructure construction to the M taxiway so as to ensure the
safety of the taxi of aircrafts in the Beijing Airport.

Beijing Aviation Construction is principally engaged in the provision of construction, maintenance
and repair services to airports and thus possesses the relevant experience and expertise in
carrying out the construction of the M taxiway of the Beijing Airport. Taking into account the
bidding price, technical qualification, previous experience, quality of the tendering document
and the management level of the bidders, Beijing Aviation Construction is considered as the
most suitable bidder for the transaction. Therefore, the entering into the Restructure Engineering
Services Agreement can ensure that the construction of the M taxiway of the Beijing Airport
to be carried out efficiently.

In light of the above, the Directors (including the independent non-executive Directors) are
of the view that the terms of the Restructure Engineering Services Agreement are normal
commercial terms and are fair and reasonable and the transaction under the Restructure
Engineering Services Agreement are in the interest of the shareholders of the Company as a
whole.

LISTING RULES IMPLICATIONS

The Parent Company is the controlling shareholder of the Company, holding approximately
56.61% of the issued share capital of the Company as at the date of this announcement.
Therefore, the Parent Company is a connected person of the Company. As at the date of the
announcement, Beijing Aviation Construction is an Associate of the Parent Company and is
therefore a connected person of the Company under Chapter 14A of the Listing Rules.
Accordingly, the entering into the Restructure Engineering Services Agreement by the Company
constitutes a connected transaction of the Company. Given that each of the applicable percentage
ratios (as defined under Rule14.07 of the Listing Rules) of such transaction is less than 2.5%,
the Restructure Engineering Services Agreement is subject to the reporting and announcement
requirements under Chapter 14A of the Listing Rules, but exempt from approval from the
independent shareholders of the Company.




                                            —4—
GENERAL

The Company is principally engaged in the operation of Beijing Airport.

The Parent Company is principally engaged in the provision of ground handling services for
domestic and international aviation enterprises, including supply of water, electricity, steam
and energy; airport management services and counter services.

Beijing Aviation Construction is principally engaged in the provision of construction, maintenance
and repair services to airports, including the provision of repair and maintenance services to
the lighting system in runways and terminals of airports.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the
context otherwise requires:

“Associate”                         has the same meaning as defined in the Listing Rules

“Beijing Aviation                  Beijing Aviation Construction Engineering Co., Ltd
  Construction”                    (北京中航空港建設工程有限公司)

“Beijing Airport”                   Beijing Capital International Airport

“Board”                             the board of Directors

“Company”                           Beijing Capital International Airport Company Limited (北
                                    京首都國際機場股份有限公司), a sino-foreign joint stock
                                    limited company incorporated in the PRC with limited
                                    liability, and the H Shares of which are listed on the Stock
                                    Exchange

“Director(s)”                       the director(s) of the Company

“H Share(s)”                        overseas listed foreign shares of nominal value of RMB1.00
                                    each in the registered capital of the Company




                                            —5—
“Listing Rules”                 the Rules Governing the Listing of Securities on The Stock
                                Exchange of Hong Kong Limited

“Parent Company”                首都機場集團公司 (Capital Airports Holding Company),
                                an enterprise established in the PRC and the controlling
                                shareholder of the Company

“PRC”                           the People’s Republic of China

“Restructure Engineering        the Restructure Engineering Services Agreement dated 14
  Services Agreement”           August 2009 entered into between the Company and Beijing
                                Aviation Construction relating to the provision of engineering
                                services and lighting services for the construction of the M
                                taxiway of the Beijing Airport

“HK$”                           Hong Kong dollars, the lawful currency of Hong Kong

“RMB”                           Renminbi, the lawful currency of the PRC

                                                   By the order of the Board
                                                       Zhang Zhizhong
                                                    Chairman of the Board

Beijing, the PRC, 14 August 2009

As at the date of this announcement, the directors of the Company are:

Executive Directors:            Mr. Zhang Zhizhong and Mr. Dong Zhiyi
Non-executive Directors:        Mr. Chen Guoxing, Mr. Gao Shiqing, Ms. Zhao Jinglu and
                                  Mr. Yam Kum Weng
Independent Non-executive       Mr. Kwong Che Keung, Gordon, Mr. Dong Ansheng,
  Directors:                      Mr. Japhet Sebastian Law and Mr. Wang Xiaolong




                                        —6—

								
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