If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult
a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in BEIJING CAPITAL INTERNATIONAL AIRPORT
COMPANY LIMITED, you should at once hand this circular to the purchaser or 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 transferee.
(Stock Code : 0694)
CONTINUING CONNECTED TRANSACTIONS
AND
APPOINTMENT OF DIRECTORS
Independent Financial Advisor to the Independent Board Committee
and the Independent Shareholders
A letter from the Board of the Company is set out on page 1 to page 19 of this circular. A letter from the
Independent Board Committee is set out on page 20 to page 21 of this circular. A letter from Platinum
Securities containing its advice to the Independent Board Committee and the Independent Shareholders is
set out on page 22 to page 43 of this circular.
A notice convening the EGM of the Company to be held at 9:00 a.m. on Monday, 31 December 2007 at Room
212, Office Building of the Company, Beijing Airport, Beijing, the PRC, together with the relevant reply slips
for attendance and proxy forms, are enclosed herein. If you are eligible, and intend, to attend any of the
aforementioned meetings, please complete and return the relevant reply slips for attendance in accordance
with the instructions printed thereon as soon as possible and in any event not later than Tuesday, 11 December
2007. Whether or not you will attend the EGM, you are requested to complete and return the relevant proxy
forms enclosed herewith in accordance with the instructions printed thereon. Completion and return of the
proxy form(s) will not preclude you from attending and voting in person at any of the aforementioned meetings
or any adjournment thereof should you so wish.
16 November, 2007
— i
| CONTENTS | |
| Definitions | i |
| Letter from the Board | 1 |
| Letter from the Independent Board Committee | 20 |
| Letter from Platinum Securities | 22 |
| Appendix I - Profiles of Directors | 44 |
| Appendix II - General information | 46 |
| Notice of EGM | 51 |
— ii —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Aviation Security Company” Capital Airport Aviation Security Co., Ltd, a limited liability company
incorporated in the PRC and a subsidiary of the Company owned as
to 95% by the Parent Company
“Associate” has the meaning ascribed to it in the Listing Rules
“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 liability
company incorporated in the PRC, H Shares of which are listed on
the Stock Exchange
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting of the Company to be held at
Room 212, Office Building of the Company, Beijing Airport, China,
on Monday, 31 December, 2007 at 9:00 a.m.
“Group” the Company and its subsidiaries (if any)
“H Share(s)” overseas listed foreign shares of nominal value of RMB1.00 each in
the registered capital of the Company
“Independent Board Committee” independent board committee of the Company comprising all of the
independent non-executive directors of the Company
“Independent Shareholders” the shareholders of the Company other than Parent Company and its
Associates
“Independent Third Parties” Third parties independent of and not connected with the Company
and connected persons, as defined in the Listing Rules, of the Company
“Latest Practicable Date” 12 November, 2007, being the latest practicable date prior to the
printing of this circular for the purpose of ascertaining certain
information referred to in this circular
— iii —
DEFINITIONS
“Listing Rules” the Rules Governing the Listing of Securities on , Ltd, a limited liability
company incorporated in the PRC and a subsidiary of the Company
owned as to 80% by the Parent Company
“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong) as amended from time to time
“PRC” the People’s Republic of China
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supply of Aviation Safety the supply of aviation safety and security guard services agreement
and Security Guard Services dated 6 November 2007 entered into between the Company and
Agreement” Aviation Security Company
— iv —
DEFINITIONS
“Supply of Accessorial Power the supply of accessorial power and energy services agreement dated
and Energy Services Agreement” 6 November 2007 entered into between the Company and Power and
Energy Company
“Supply of Power and the supply of power and energy services agreement dated 6 November
Energy Services Agreement” 2007 entered into between the Company and Power and Energy
Company
“Terminal One” the passenger terminal numbered one which forms part of the Beijing
Airport
“Terminal Two” the passenger terminal numbered two which forms part of the Beijing
Airport
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“RMB” Renminbi, the lawful currency of the PRC
Note: Unless otherwise specified and for reference only, the conversion of Hong Kong dollars into Renminbi is based
on the exchange rate of HK$1.00=Rmb 0.96 in this circular.
— 1 —
LETTER FROM THE BOARD
(Stock Code : 0694)
Executive Directors: Registered office:
Mr. Wang Jiadong Capital Airport, Beijing
Mr. Dong Zhiyi The PRC
Mr. Wang Tiefeng
Non-executive Directors: Principal place of business in Hong Kong:
Mr. Chen Guoxing Rooms 1105-1108, Gloucester Tower,
Mr. Gao Shiqing The Landmark,
15 Queen’s Road Central,
Independent non-executive Directors: Hong Kong
Mr. Long Tao
Mr. Moses Cheng Mo Chi
Mr. Kwong Che Keung, Gordon
16 November 2007
To the Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
AND APPOINTMENT OF DIRECTORS
INTRODUCTION
A) SUPPLY OF AVIATION SAFETY AND SECURITY GUARD SERVICES AGREEMENT
The Board announced that on 6 November 2007, the Company had entered into the Supply of Aviation
Safety and Security Guard Services Agreement with Aviation Security Company, pursuant to which,
Aviation Security Company agreed to provide aviation safety and security guard services in the existing
areas and facilities of the Beijing Airport, excluding the areas, assets and facilities of the Phase III
Project.
— 2 —
LETTER FROM THE BOARD
B) SUPPLY OF POWER AND ENERGY SERVICES AGREEMENT
The Board announced that on 6 November 2007, the Company had entered into the Supply of Power
and Energy Services Agreement with Power and Energy Company, pursuant to which, Power and
Energy Company agreed to supply water, electricity, steam, natural gas, air-conditioning and heating
for the use of the staff of the Company and the daily business operations of the Company in the existing
areas and facilities of the Beijing Airport, excluding the areas and facilities of the Phase III Project.
C) SUPPLY OF ACCESSORIAL POWER AND ENERGY SERVICES AGREEMENT
The Board announced that on 6 November 2007, the Company had entered into the Supply of
Accessorial Power and Energy Services Agreement with Power and Energy Company, pursuant to
which, Power and Energy Company agreed to provide accessorial power and energy services to the
Company.
LISTING RULES IMPLICATIONS
The Parent Company is the controlling shareholder of the Company, holding approximately 61.29% of the
issued share capital of the Company. As the Parent Company holds 80% of shareholders’ equities of Power
and Energy Company, Power and Energy Company is a connected person of the Company. The continuing
connected transactions under the Supply of Power and Energy Services Agreement and the Supply of
Accessorial Power and Energy Services Agreement constitute continuing connected transactions of the
Company under Rule 14A.14 of the Listing Rules.
Since such agreements were entered into by the Company with the same connected person, the continuing
connected transactions under the Supply of Power and Energy Services Agreement and the Supply of
Accessorial Power and Energy Services Agreement should be aggregated under Rule 14A.27 of the Listing
Rules. Given that the revenue ratio of such transactions is more than 2.5%, the transactions under the Supply
of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement are subject to the reporting, announcement and Independent Shareholders’ requirements under
Chapter 14A of the Listing Rules.
— 3 —
LETTER FROM THE BOARD
As the Parent Company holds 95% of shareholders’ equities of Aviation Security Company, Aviation Security
Company is a connected person of the Company. The continuing connected transactions under the Supply
of Aviation Safety and Security Guard Services Agreement constitute continuing connected transactions of
the Company under Rule 14A.14 of the Listing Rules. Given that the revenue ratio of such transactions is
more than 2.5%, the transactions under the Supply of Aviation Safety and Security Guard Services Agreement
are subject to the reporting, announcement and Independent Shareholders’ requirements under Chapter 14A
of the Listing Rules.
ELECTION AND RESIGNATION OF DIRECTORS
The Board convened a meeting at which it approved, among other things, the proposed appointment of Ms.
Zhao Jinglu and Mr. Dong Ansheng as the new Directors and the resignation of Mr. Wang Tiefeng as the
Director and chief financial controller of the Company with effect from the date of the appointment of the
proposed new Directors at the EGM. Details of Ms. Zhao Jinglu and Mr. Dong Ansheng are set out in
Appendix I of the circular.
The purpose of this circular is to provide you with details of the Supply of Power and Energy Services
Agreement, the Supply of Accessorial Power and Energy Services Agreement, the Supply of Aviation Safety
and Security Guard Services Agreement and the details of the new Directors, to set out the recommendation
of the Independent Board Committee and to set out the letter of advice from Platinum Securities to the
Independent Board Committee and the Independent Shareholders in respect of the terms of the Supply of
Power and Energy Services Agreement, the Supply of Accessorial Power and Energy Services Agreement
and the Supply of Aviation Safety and Security Guard Services Agreement.
A) SUPPLY OF AVIATION SAFETY AND SECURITY GUARD SERVICES AGREEMENT
Date
6 November 2007
Parties
The Company; and
Aviation Security Company.
— 4 —
LETTER FROM THE BOARD
Services
Pursuant to the Supply of Aviation Safety and Security Guard Services Agreement, Aviation Security
Company agreed to provide aviation safety and security guard services to the Company in the existing
areas and facilities of the Beijing Airport, excluding the areas, assets and facilities of the Phase III
Project, which include security inspection on bodies, baggages, air cargoes, air mails and passageways;
field inspections for special and chartered aircrafts; safeguard on passageways in terminal area, aircraft
safeguard, public security coordination, transportation of valuables, taxi management in front of the
terminals, etc. Aviation Security Company will charge a fee to the Company for supplying the services
hereunder.
Term
The Aviation Safety and Security Guard Services Agreement is for a term of one year commencing
from 1 January 2008 to 31 December 2008 (both days inclusive).
Conditions Precedent
The transactions under the Aviation Safety and Security Guard Services Agreement are subject to the
approval by the Independent Shareholders at the general meeting.
Consideration and Payment
The fee for the provision of the aviation safety and security guard services under the Aviation Safety
and Security Guard Services Agreement for the year ending 31 December 2008 will be determined
by the Company and Aviation Security Company in accordance with (i) the actual costs borne by the
Company for the year ending 31 December 2007, such as depreciation costs for relevant assets, the
staff costs for aviation safety and security guard services and business taxes; and (ii) the expected
increase in the labour costs and depreciation based on the actual increase in the number of the staff
and related assets for the provision of aviation safety and security services for the year ending 31
December 2008.
The fee for the provision of the aviation safety and security guard services is payable by the Company
on a monthly basis.
— 5 —
LETTER FROM THE BOARD
Historical Figures
The following table shows the total consideration paid by the Company in respect of the transactions
under the Aviation Safety and Security Guard Services Agreement for each of the two years ended
31 December 2006 and 31 December 2007.
For the year For the year
ended ended
31 December 2006 31 December 2007
(RMB) (RMB)
Actual Costs of Provision of 180,831,000 216,780,000
(Note 1)
Aviation Safety and
Security Guard Services
Annual Cap 185,283,991 216,785,586
Note 1: The actual fees paid by the Company under the Supply of Aviation safety and Security Guard Services
Agreement from 1 January 2007 to 31 October 2007 is RMB180,650,000. The Company expects that
the fees payable under the Aviation Safety and Security Guard Services Agreement by the Company
for the year ended 31 December 2007 will not exceed its annual cap.
Other Material Terms
The aviation safety and security guard services shall be provided by Aviation Security Company in
accordance with the “Aviation Security Protection Proposal” provided by the Company, the designated
work scope of which shall include the following:
(i) to take charge of the security inspection of all the vehicles, personnel (including passengers,
crew members, working staff and VIPs) entering the control area of Beijing Airport as well as
the baggages, commodities and cargos thereof and necessary examination of identity certificates;
(ii) to be responsible for controlling all channels entering the control area of the airport and
preventing entry by irrelevant personnel;
(iii) to be responsible for the supervision and control of civil aircrafts performing freight tasks;
(iv) to take charge of the security inspection on cargos and mails despatched from the Beijing
Airport;
— 6 —
LETTER FROM THE BOARD
(v) to provide each civil aviation agency and each unit stationed in the Beijing Airport with security
services and escort in transportation for valuable items; and
(vi) to take charge of the daily maintenance and ordinary repair for aviation safeguard equipment
provided by the Company.
Annual Cap
It is expected that the maximum aggregate annual fee payable by the Company under the Supply of
Aviation Safety and Security Guard Services Agreement to be RMB 225,668,000 (equivalent to
approximately HK$235,071,000) for the year ending 31 December 2008, which is determined in
accordance with (i) the expected costs such as depreciation costs for relevant assets and utilities
charges, staff costs in relation to provision of aviation safety and security services and business taxes
borne by the Company for the year ended 31 December 2007; and (ii) the increase of the consumer
price index of the PRC.
The calculation of and the basis for determining the annual cap for the supply of aviation safety and
security services for the year ending 31 December 2008 is set out as follows:-
Expected costs on aviation
safety and security
guard services currently
borne by the Company Increase in Annual Cap
for the year ended Consumer Price Index (for the year ending
31 December 2007 (“CPI”) in the PRC 31 December 2008)
(RMB) (RMB)
216,780,000 4.10% 225,668,000
(Note 1) (Note 2)
Note 1: The Company expects that the fees payable under the Aviation Safety and Security Guard Services
Agreement by the Company for the year ended 31 December 2007 will not exceed its annual cap.
Note 2: The averaged CPI quoted in the Statistical Bulletin of the People’s Republic of China for National
Economy and Social Development from January to September 2007 of the National Bureau of
Statistics is 4.1%.
— 7 —
LETTER FROM THE BOARD
REASONS FOR AND BENEFITS OF SUPPLY OF AVIATION SUPPLY AND SECURITY
GUARD SERVICES AGREEMENT
Aviation Security Company is principally engaged in provision of aviation safety and security guard services
to Airports, which include security inspection on bodies, baggages, air cargoes, air mails and passageways;
field inspections for special and chartered aircrafts; safeguard on passageways in terminal area, aircraft
safeguard, public security coordination, transportation of valuables, taxi management in front of terminals,
etc. and it was formerly the aviation security department of the Company.
Since Aviation Security Company has the expertise and experience on the provision of aviation safety and
security guard services in the Beijing Airport, it is able to provide an integrated and complete range of aviation
security services to the Company. The Company considers that the engagement of Aviation Security Company
for the provision of aviation safety and security guard services will enable the Company to focus on
developing and operating its core businesses in the Beijing Airport.
In light of the above, the Directors are of the view that the terms of the Supply of Aviation Safety and Security
Guard Services Agreement are normal commercial terms and are fair and reasonable and the transactions
under the Supply of Aviation Safety and Security Guard Services Agreement are in the interest of the
shareholders of the Company as a whole.
B) SUPPLY OF POWER AND ENERGY SERVICES AGREEMENT
Date:
6 November 2007
Parties:
(a) The Company; and
(b) Power and Energy Company
Services
Pursuant to the Supply of Power and Energy Services Agreement, Power and Energy Company agreed
to supply water, electricity, steam, natural gas, air-conditioning and heating for the use by the staff
of the company and for the daily business operations of the Company in the existing areas and facilities
of the Beijing Airport, excluding the areas and facilities of the Phase III Project.
— 8 —
LETTER FROM THE BOARD
Term
The Supply of Power and Energy Services Agreement is effective from 1 January 2008 to 31 December
2008 (both days inclusive).
Conditions Precedent
The transactions under the Supply of Power and Energy Services Agreement are subject to the approval
by the Independent Shareholders at the general meeting.
Consideration and Payment
The consideration for the provision by Power and Energy Company of the power and energy supply
services includes:
(i) the charges relating to the supply of water, electricity and natural gas for business operations
will not exceed the standard rates charged by Power and Energy Company to other civil aviation
bodies. Such charges are based on the cost to Power and Energy Company for the provision
of such services, which is approved by the Beijing Municipal Price Control Bureau, plus a 25
per cent mark-up management fee in accordance with the mandatory requirement set out in the
Regulations concerning the Price for Supply of Energy to Beijing Capital International Airport
“Jing Jia (I) Zi 1999 No. 414” issued by the Beijing Municipal Price Control Bureau on 4
November 1999;
(ii) the charges relating to the supply of water, electricity and natural gas to the Company’s staff
at the staff quarters will be paid by the staff in accordance with the standard rates approved
by the Beijing Municipal Price Control Bureau. The Company will reimburse Power and Energy
Company the differences between the cost of Power and Energy Company for the provision of
such services and the aggregate amount paid by the staff; and
(iii) the supply of steam, air-conditioning and heating to the Company shall be charged in accordance
with the cost to Power and Energy Company in providing such services. Charges relating to
heating supplied to staff quarters shall be paid to Power and Energy Company by the staff of
the Company.
Power and Energy Company will issue an invoice to the Company by the end of every month setting
out the fees payable by the Company by taking into account the actual charges incurred during the
period as set out above.
— 9 —
LETTER FROM THE BOARD
Historical Figures
The following table shows the total consideration paid by the Company in respect of the transactions
under the Supply of Power and Energy Services Agreement for each of the two years ended 31
December 2005, 31 December 2006 and the nine months ended 30 September 2007:-
2005 2006 2007
(RMB) (RMB) (RMB)
Fees paid by the Company 229,018,000 193,253,000 165,037,051
(Note 1)
for the supply of water,
electricity, steam, natural gas,
air-conditioning and heating
Annual Cap 245,737,950
(Note 2)
241,090,560 289,308,672
Note 1: The figure of RMB165,037,051 is the service fees payable by the Company to the Power and Energy
Company for the nine months figure based on the unaudited accounts of the Company.
Note 2: Such services were provided by the Parent Company in 2005. The Power and Energy Company was
established at the end of 2005 and it started to provide the afore-mentioned services to the Company
at the beginning of 2006. According to the then Listing Rules (2005 version), the annual cap of such
transactions for the year ended 31 December 2005 shall be calculated at the higher of HK$10,000,000
or 3% of the value of the Company’s consolidated net tangible assts for the relevant financial year
as disclosed in its latest published audited accounts.
— 10 —
LETTER FROM THE BOARD
Annual Cap
It is expected that the maximum aggregate annual fee payable by the Company under the Supply of
Power and Energy Services Agreement not to exceed RMB250,562,000 (equivalent to approximately
HK$261,002,000), for the year ending 31 December 2008.
Set out below is the calculation of and the basis for the Supply of Power and Energy Services
Agreement Annual Cap for the year ending 31 December 2008:
Actual annual fees paid by the Company 193,253,000
for the supply of power and energy services
for the year ended 31 December 2006 (RMB)
Projected annual fees payable by the Company 220,049,401
(Note 1)
for the supply of power and energy services
for the year ending 31 December 2007 (RMB)
Rate of growth of annual value of the supply 13.87%
of power and energy services from 2006 to 2007
Estimated annual cap for the Supply 250,562,000
of Power and Energy Services Agreement (220,049,401 1.1387)
for the year ending 2008 (RMB)
Note 1: The service fees paid by the Company to the Power and Energy Company for the nine months figure
based on the unaudited account of the Company is RMB165,037,051. Therefore, the Company expects
that the fees payable by the Company for the supply of power and energy services for the year ended
31 December 2007 will be RMB220,049,401 (i.e., RMB165,037,05112/9)
Note 2 : The sum of RMB250,562,000 is arrived at after considering the projected annual fees payable by the
Company for the supply of power and energy services for the year ending 31 December 2007 with
the rate of growth of annual value of the supply of power and energy services from 2006 to 2007.
— 11 —
LETTER FROM THE BOARD
REASONS FOR THE SUPPLY OF POWER AND ENERGY SERVICES AGREEMENT
Power and Energy Company is the only service provider of water, electricity, steam, natural gas, air-
conditioning and heating in the district where Beijing Airport is located. Power and Energy Company has
ample experience in providing such services to the Company. As the operation of Beijing Airport is highly
dependent on a steady supply of water, electricity, steam, natural gas, air-conditioning and heating, the service
provided by Power and Energy Company is crucial to the daily operation of the Company.
In light of the above, the Directors are of the view that the terms of the Supply of Power and Energy Services
Agreement are normal commercial terms and are fair and reasonable and the transactions under the Supply
of Power and Energy Services Agreement are in the interest of the shareholders of the Company as a whole.
C) SUPPLY OF ACCESSORIAL POWER AND ENERGY SERVICES AGREEMENT
Date:
6 November 2007
Parties:
(a) The Company; and
(b) Power and Energy Company
Services
Pursuant to the Supply of Accessorial Power and Energy Services Agreement, Power and Energy
Company agreed to provide accessorial power and energy services to the Company, including the
operation and maintenance of power and water supply facilities, as well as sewage disposal and garbage
incineration, etc, in the existing areas and facilities of Terminal One and Terminal Two and the office
building of the Company, excluding the areas and facilities of the Phase III Project.
Term
The Supply of Accessorial Power and Energy Services Agreement is effective from 1 January 2008
to 31 December 2009 (both days inclusive).
— 12 —
LETTER FROM THE BOARD
Conditions Precedent
The transactions under the Supply of Accessorial Power and Energy Services Agreement are subject
to the approval by the Independent Shareholders at the general meeting.
Consideration and Payment
The fees for the provision of the accessorial power and energy services payable by the Company to
Power and Energy Company for each of the two years ending 31 December 2009 would be determined
by the parties in accordance with (i) the actual costs on depreciation of assets, utilities expenses, oil
expenses, market development expenses, labour costs and business taxes borne by the Company for
the year ended 31 December 2007; and (ii) the rise in services and the relevant costs of the raw
materials.
The actual fees for purchasing power and energy services will be payable by the Company on a
quarterly basis. The Company is required to pay on the fifth day of each quarter the fee for the previous
quarter in accordance with the invoices issued by the Power and Energy Company and the services
record recognized by the Company for the previous quarter and by taking into account the actual
charges incurred during the period as set out above.
Historical Figures
The following table shows the total consideration paid by the Company in respect of the transactions
under the Supply of Accessorial Power and Energy Services Agreement for each of the two years ended
31 December 2006 and 31 December 2007.
For the year For the year
ended ended
31 December 2006 31 December 2007
(RMB) (RMB)
Fees paid/payable by the Company 54,536,500 54,536,500
(Note 1)
for the supply of accessorial power
and energy services
Annual Cap 56,433,000 66,027,000
— 13 —
LETTER FROM THE BOARD
Note 1: The actual fees paid by the Company under the Supply of Accessorial Power and Energy Services
Agreement from 1 January 2007 to 31 October 2007 is RMB40,902,375. The sum of RMB 54,536,500
is only a preliminary figure as confirmed by the Company and Power and Energy Company, and is
subject to possible adjustments to be made by the Company based on the actual service implementation
situation by the end of 2007.
Other Material Terms
(i) The Company shall be responsible to assist Power and Energy Company to handle various
permits to enter forbidden areas during the contracted period, and ensure Power and Energy
Company’s normal usage of relevant equipment, facilities and other services;
(ii) The Company shall ensure that Power and Energy Company’s employees and goods can enter
the contracted area as required to carry out the works;
(iii) The Company shall pay the service fees to Power and Energy Company at scheduled time.
(iv) The Company shall be in charge of the maintenance, repair, renovation and reconstruction of
the equipment and facilities belonging to the Company within the contracted area.
(v) The Company shall have the right to carry out inspection and supervision on Power and Energy
Company’s daily work, and require Power and Energy Company to rectify promptly and improve
the work which does not meet the requirements or standards.
(vi) Power and Energy Company shall be provided, free of charge, with necessary warehouses and
housing for work purposes in the terminals.
— 14 —
LETTER FROM THE BOARD
Annual Cap
It is expected that the maximum aggregate annual fee payable by the Company to Power and Energy
Company under the Supply of Accessorial Power and Energy Services Agreement to be RMB56,773,000
(equivalent to approximately HK$59,139,000) and RMB59,200,000 (equivalent to approximately
HK$61,667,000), respectively, for each of the two years ending 31 December 2009. Such fees have
been determined in accordance with the estimated costs of RMB54,536,500 (equivalent to approximately
HK$56,809,000) to be borne by the Company for the year ended 31 December 2007.
Set out below is the calculation of and the basis for the annual cap for the supply of accessorial power
and energy services for the two years ending 31 December 2009:-
Increase in CPI
in the PRC Annual Cap
(RMB)
For the year ending 31 December 2008 4.10%
(Note 1)
56,773,000
(Note 2)
For the year ending 31 December 2009 4.10% 59,200,000
(Note 3)
Note 1: The CPI quoted in the Statistical Bulletin of the People’s Republic of China for National Economy
and Social Development from January to September 2007 of the National Bureau of Statistics is 4.1%.
Note 2: The Company expects that the fee to be borne by the Company for the accessorial power and energy
services provided by the Power and Energy Company is RMB54,536,500. This figure is only a
preliminary figure as confirmed by the Company and Power and Energy Company, and is subject to
possible adjustments to be made by the Company based on the actual service implementation situation
by the end of 2007. Additional announcement/circular will be published and separate shareholders’
approval will be sought if the annual cap is revised upwards.
The annual cap for the year ending 31 December 2008 is therefore in the sum of RMB56,773,000,
i.e. RMB54,536,5001.041.
Note 3: The annual cap for the year ending 31 December 2009 is therefore in the sum of RMB59,200,000,
i.e. RMB56,773,0001.041.
— 15 —
LETTER FROM THE BOARD
REASONS FOR AND BENEFITS OF THE SUPPLY OF ACCESSORIAL POWER AND
ENERGY SERVICES AGREEMENT
Power and Energy Company is the only service provider of water, electricity, steam, natural gas, air-
conditioning and heating in the district where Beijing Airport is located. Power and Energy Company has
ample experience in providing accessorial power and energy services to the Company. As the operation of
Beijing Airport is highly dependent on a steady supply of water, electricity, steam, natural gas, air-conditioning
and heating, the services provided by Power and Energy Company is crucial to the daily operation of the
Company.
In light of the above, the Directors are of the view that the terms of the Supply of Accessorial Power and
Energy Services Agreement are normal commercial terms and are fair and reasonable and the transactions
under the Supply of Accessorial Power and Energy Services Agreement are in the interest of the shareholders
of the Company as a whole.
GENERAL
The Company is principally engaged in the management and operation of Beijing Airport.
Aviation Security Company is principally engaged in provision of aviation safety and security guard services
to the Beijing Airport, which include security inspection on passengers, baggages, air cargoes, air mails and
passageways; field inspections for special and chartered aircrafts; safeguard on passageways in terminal area,
aircraft safeguard, public security co-ordination, transportation of valuables, taxi management in front of
terminals, etc.
Power and Energy Company is principally engaged in the provision of water, electricity, steam, natural gas,
air-conditioning and heating in the Beijing Airport; the operation and maintenance of their respective systems;
provision of technological consultation services to the energy systems of terminals, air-field, staff-quarters
and other areas of the Beijing Airport.
— 16 —
LETTER FROM THE BOARD
LISTING RULES IMPLICATIONS
The Parent Company is the controlling shareholder of the Company, holding approximately 61.29% of the
shareholders’ equity of the Company. As the Parent Company holds 80% of the issued share capital of Power
and Energy Company, Power and Energy Company is a connected person of the Company. The continuing
connected transactions under the Supply of Power and Energy Services Agreement and the Supply of
Accessorial Power and Energy Services Agreement constitute continuing connected transactions of the
Company under Rule 14A.14 of the Listing Rules.
Since such agreements were entered into by the Company with the same connected person, the continuing
connected transactions under the Supply of Power and Energy Services Agreement and the Supply of
Accessorial Power and Energy Services Agreement should be aggregated under Rule 14A.27 of the Listing
Rules. Given that the revenue ratio of such transactions is more than 2.5%, the transactions under the Supply
of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement are subject to the reporting, announcement and Independent Shareholders’ requirements under
Chapter 14A of the Listing Rules.
As the Parent Company holds approximately 95% of the shareholders’ equity of Aviation Security Company,
Aviation Security Company is a connected person of the Company. The continuing connected transactions
under the Supply of Aviation Safety and Security Guard Services Agreement constitute continuing connected
transactions of the Company under Rule 14A.14 of the Listing Rules. Given that the revenue ratio of such
transactions is more than 2.5%, the transactions under the Supply of Aviation Safety and Security Guard
Services Agreement are subject to the reporting, announcement and Independent Shareholders’ requirements
under Chapter 14A of the Listing Rules.
ELECTION AND RESIGNATION OF DIRECTORS
The Board convened a meeting at which it approved, among other things, the proposed appointment of Ms.
Zhao Jinglu and Mr. Dong Ansheng as the new Directors and the resignation of Mr. Wang Tiefeng as the
Director and chief financial controller of the Company with effect from the date of the appointment of the
proposed new Directors at the EGM. Details of Ms. Zhao Jinglu and Mr. Dong Ansheng are set out in
Appendix I of the Circular.
Due to work reallocation and personal reasons, Mr. Wang Tiefeng tendered his resignation as the Director
and chief financial controller of the Company. Mr. Wang Tiefeng confirms that there are no matters that need
to be brought to the attention of the shareholders of the Company and The Stock Exchange in relation to
his resignation. The Board and, Mr. Wang Tiefeng also confirmed that there was no disagreement in all aspects
between them.
— 17 —
LETTER FROM THE BOARD
EGM
The Company will convene the EGM, among other things, to
(i) consider and approve the Supply of Power and Energy Services Agreement and the continuing
connected transactions contemplated thereunder;
(ii) consider and approve the Supply of Accessorial Power and Energy Services Agreement and the
continuing connected transactions contemplated thereunder;
(iii) consider and approve the Supply of Aviation Safety and Security Guard Services Agreement and the
continuing connected transactions contemplated thereunder; and
(iv) the proposed appointment of Ms. Zhao Jinglu and Mr. Dong Ansheng as the Directors of the Company.
A notice convening the EGM is set out on page 51 to page 54 of this circular. The EGM will be held at 9:00
a.m. on 31 December 2007 at the Conference Room 212, the Office Building of the Company, Capital Airport,
Beijing, The PRC.
Pursuant to Rule 13.39(4) of the Listing Rules, the votes of independent shareholders taken at the EGM must
be taken on poll.
Since the Parent Company is the controlling shareholder of the Company, it and its associates, holding 61.29%
of the issued share capital of the Company, have to be abstained from voting in relation to the approval of
the continuing connected transactions under the Supply of Power and Energy Services Agreement, the Supply
of Accessorial Power and Energy Services Agreement, the Supply of Aviation Safety and Security Guard
Services Agreement.
— 18 —
LETTER FROM THE BOARD
POLL PROCEDURE
The voting in the EGM by the Independent Shareholders for the approval of the Supply of Power and Energy
Services Agreement, the Supply of Accessorial Power and Energy Services Agreement, the Supply of Aviation
Safety and Security Guard Services Agreement and the continuing connected transactions contemplated
thereunder will be taken by poll.
In accordance with article 73 of the articles of association of the Company, Unless a poll be demanded by
the following person before or after the voting by show of hands, or subject to the rules prescribed by any
relevant exchange from time to time or any relevant laws, rules or regulations states otherwise, a resolution
put to the vote at a general meeting shall be decided on a show of hands:
(1) the chairman of the meeting; or
(2) at least two members present in person or by proxy having the right to vote on the resolution; or
(3) a member or members present in person or by proxy holding, singly or in aggregate, more than 10%
(including 10%) shares conferring the right to attend and vote at the meeting.
INDEPENDENT BOARD COMMITTEE
The Independent Board Committee, comprising Mr. Long Tao, Mr. Moses Cheng Mo Chi and Mr. Kwong
Che Keung, Gordon, has been established to advise the Independent Shareholders in relation to the above-
mentioned continuing connected transactions, including the relevant annual caps.
INDEPENDENT FINANCIAL ADVISER
Platinum Securities has been appointed as the independent financial adviser to advise the Independent Board
Committee and the Independent Shareholders in relation to the above-mentioned continuing connected
transactions, including the relevant annual caps.
— 19 —
LETTER FROM THE BOARD
RECOMMENDATION
Your attention is drawn to the advice of the Independent Board Committee set out in its letter on page 20
to page 21 of this circular which contains its recommendation to the Independent Shareholders on the terms
of the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power and Energy Services
Agreement, the Supply of Aviation Safety and Security Guard Services Agreement.
Your attention is also drawn to the letter of advice from Platinum Securities, which are set out on page 22
to page 43 in this circular, to the Independent Board Committee and the independent shareholders in respect
of the terms of and the annual caps for the continuing connected transactions contemplated under the Supply
of Power and Energy Services Agreement, the Supply of Accessorial Power and Energy Services Agreement,
the Supply of Aviation Safety and Security Guard Services Agreement.
The Independent Board Committee, having taken into account of the advice of Platinum Securities, considered
that the terms of the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power and
Energy Services Agreement, the Supply of Aviation Safety and Security Guard Services Agreement are fair
and reasonable, and that the entering into the Supply of Power and Energy Services Agreement, the Supply
of Accessorial Power and Energy Services Agreement, the Supply of Aviation Safety and Security Guard
Services Agreement is in the best interests of the Company and the Shareholders as a whole. Accordingly,
the Independent Board Committee recommends the Independent Shareholders to vote in favour of the
resolution to approve the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power
and Energy Services Agreement, the Supply of Aviation Safety and Security Guard Services Agreement at
the EGM.
The Directors consider the terms of the Supply of Power and Energy Services Agreement, the Supply of
Accessorial Power and Energy Services Agreement, the Supply of Aviation Safety and Security Guard
Services Agreement and in the interests of the Company and the Shareholders as a whole.
ADDITIONAL INFORMATION
Your attention is also drawn to the general information as set out in the Appendix II of this circular.
Yours faithfully,
By order of the Board
Wang Jiadong
Chairman of the Board
— 20 —
LETTER FROM INDEPENDENT BOARD COMMITTEE
(Stock Code : 0694)
16 November 2007
To the Independent Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
We refer to the circular issued by the Company to Shareholders dated 16 November 2007 (the “Circular”)
of which this letter forms part. Terms defined in this Circular shall have the same meanings in this letter
unless the context otherwise requires.
Under the Listing Rules, the entering into the Supply of Power and Energy Services Agreement, the Supply
of Accessorial Power and Energy Services Agreement and the Supply of Aviation Safety and Security Guard
Services Agreement constitute continuing connected transactions for the Company and is thus subject to the
approval of the Independent Shareholders at the EGM.
We have been appointed by the Board to consider the terms of the Supply of Power and Energy Services
Agreement, the Supply of Accessorial Power and Energy Services Agreement and the Supply of Aviation
Safety and Security Guard Services Agreement and to advise the Independent Shareholders in connection
with the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power and Energy
Services Agreement and the Supply of Aviation Safety and Security Guard Services Agreement as to whether,
in our opinion, their terms and their respective annual caps are fair and reasonable so far as the Independent
Shareholders are concerned. Platinum Securities has been appointed as the independent financial adviser to
advise us in this respect.
— 21 —
LETTER FROM INDEPENDENT BOARD COMMITTEE
We wish to draw your attention to the letter from the Board and the letter from Platinum Securities as set
out in this circular. Having considered the principal factors and reasons considered by, and the advice of
Platinum Securities as set out in its letter of advice, we consider that the Supply of Power and Energy Services
Agreement, the Supply of Accessorial Power and Energy Services Agreement and the Supply of Aviation
Safety and Security Guard Services Agreement are on normal commercial terms and in the interest of the
Company and the Shareholders as a whole.
We also consider that the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power
and Energy Services Agreement and the Supply of Aviation Safety and Security Guard Services Agreement
and their respective annual caps are fair and reasonable so far as the independent shareholders are concerned.
Accordingly, we recommend the independent shareholders to vote in favour of the ordinary resolution to
approve the Supply of Power and Energy Services Agreement, the Supply of Accessorial Power and Energy
Services Agreement and the Supply of Aviation Safety and Security Guard Services Agreement at the EGM.
Yours faithfully,
For and on behalf of the Independent Board Committee
Mr. Long Tao Mr. Moses Cheng Mo Chi Mr. Kwong Che Keung, Gordon
Independent non-executive Directors
Beijing Capital International Airport Company Limited
— 22 —
LETTER FROM PLATINUM SECURITIES
The following is the text of the letter of advice from the independent financial adviser to the Independent
Board Committee and the Independent Shareholders for the purpose of incorporation into this circular.
PLATINUM Securities Company Limited
22/F Standard Chartered Bank Building
4 Des Voeux Road Central
Hong Kong
Telephone (852) 2841 7000
Facsimile (852) 2522 2700
16 November 2007
To the Independent Board Committee and the Independent Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
INTRODUCTION
We refer to our engagement as the independent financial adviser to advise the Independent Board Committee
and the Independent Shareholders in respect of the terms of and the annual caps for the continuing connected
transactions contemplated under the Supply of Aviation Safety and Security Guard Services Agreement, the
Supply of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement (the “Transactions”). Details of the Transactions are contained in the letter from the Board as set
out in the circular of the Company dated 16 November 2007 (the “Circular”). Terms used in this letter shall
have the same meanings as defined in the Circular unless the context requires otherwise.
In our capacity as the independent financial adviser, our role is to advise the Independent Board Committee
and the Independent Shareholders as to whether the Transactions are on normal commercial terms, in the
ordinary and usual course of business, fair and reasonable and in the interests of the Company and the
shareholders of the Company (the “Shareholders”) as a whole and to advise the Independent Board Committee
and the Independent Shareholders on whether the Independent Shareholders should vote in favour of the
Transactions at the EGM.
— 23 —
LETTER FROM PLATINUM SECURITIES
In formulating our opinion, we have relied on the information and facts supplied to us by the Company. We
have reviewed, among other things: (i) the Supply of Aviation Safety and Security Guard Services Agreement;
(ii) the Supply of Power and Energy Services Agreement; (iii) the Supply of Accessorial Power and Energy
Services Agreement; (iv) the annual report of the Group for the financial year ended 31 December 2005 (the
“2005 Annual Report”); (v) the annual report of the Group for the financial year ended 31 December 2006
(the “2006 Annual Report”); (vi) the interim report of the Group for the six months ended 30 June 2007 (the
“2007 Interim Report”); and (vii) the Regulations concerning the Price for Supply of Energy to Beijing Capital
International Airport “Jing Jia (I) Zi 1999 No. 414” issued by the Beijing Municipal Price Control Bureau
on 4 November 1999 (the “Price Regulation”).
We have assumed that all information, facts, opinions and representations contained in the Circular are true,
complete and accurate in all material respects and we have relied on the same. The Directors have confirmed
that they take full responsibility for the contents of the Circular, and have made all reasonable inquiries that
no material facts have been omitted from the information supplied to us.
We have no reason to suspect that any material facts or information have been withheld or to doubt the truth,
accuracy or completeness of the information of all facts as set out in the Circular and of the information and
representations provided to us by the Company. Furthermore, we have no reason to suspect the reasonableness
of the opinions and representations expressed by the Company and/or the Directors which have been provided
to us. In line with normal practice, we have not, however, conducted a verification process of the information
supplied to us, nor have we conducted any independent in-depth investigation into the business and affairs
of the Company. We consider that we have reviewed sufficient information to enable us to reach an informed
view and to provide a reasonable basis for our opinion regarding the Transactions.
We are independent from, and are not associated with the Company or any other party to the Transactions,
or their respective substantial shareholder(s) or connected person(s), as defined under the Listing Rules and
accordingly, are considered eligible to give independent advice on the Transactions. We will receive a fee
from the Company for our role as the independent financial adviser to the Independent Board Committee
and the Independent Shareholders in relation to the Transactions. Apart from this normal professional fee
payable to us in connection with this appointment, no arrangements exist whereby we will receive any fees
or benefits from the Company or any other party to the Transactions or their respective substantial shareholder(s)
or connected person(s), as defined under the Listing Rules.
The Independent Board Committee, comprising all of the independent non-executive Directors, namely, Mr.
Long Tao, Mr. Moses Cheng Mo Chi and Mr. Kwong Che Keung, Gordon, has been established to advise
the Independent Shareholders in relation to the Transactions (including the annual caps).
— 24 —
LETTER FROM PLATINUM SECURITIES
PRINCIPAL FACTORS AND REASONS CONSIDERED
1. Background of the Transactions
A. Supply of Aviation Safety and Security Guard Services Agreement
The Board announced that on 6 November 2007, the Company had entered into the Supply of
Aviation Safety and Security Guard Services Agreement with Aviation Security Company,
pursuant to which, Aviation Security Company agreed to provide aviation safety and security
guard services in the existing areas and facilities of the Beijing Airport, excluding the areas,
assets and facilities of the Phase III Project.
B. Supply of Power and Energy Services Agreement
The Board announced that on 6 November 2007, the Company had entered into the Supply of
Power and Energy Services Agreement with Power and Energy Company, pursuant to which,
Power and Energy Company agreed to supply water, electricity, steam, natural gas, air-conditioning
and heating for the use of the staff of the Company and the daily business operations of the
Company in the existing areas and facilities of the Beijing Airport, excluding the areas and
facilities of the Phase III Project.
C. Supply of Accessorial Power and Energy Services Agreement
The Board announced that on 6 November 2007, the Company had entered into the Supply of
Accessorial Power and Energy Services Agreement with Power and Energy Company, pursuant
to which, Power and Energy Company agreed to provide accessorial power and energy services
to the Company.
— 25 —
LETTER FROM PLATINUM SECURITIES
2. Business of the Company
As stated in the 2006 Annual Report, the Company is principally engaged in the operation and the
management both of aeronautical and non-aeronautical businesses at the Beijing Airport. The aeronautical
business of the Company consists of the provision of aircraft landings and take-offs and passenger
service facilities, ground support services, and fire-fighting services for domestic and foreign airlines.
The non-aeronautical business of the Company mainly consists of franchise the business of: (i) ground
handling agent services; (ii) in-flight catering services; (iii) operation of duty free and other retail shops
in the terminals; (iv) operation of restaurant and other food and beverage businesses; and (v) leasing
of advertising spaces inside and outside the terminals. The non-aeronautical business of the Company
also consists of self-operation the business of: (i) leasing of properties in the terminals; (ii) operation
of car park; and (iii) the provision of ground handling facilities for ground handling agent companies.
Table 1 below illustrates the breakdown of the revenue of the Group by business segments for the three
years ended 31 December 2006 and the six months ended 30 June 2007:
Table 1: Revenue breakdown of the Group by business segments
For the year ended 31 December For the six months
2004 2005 2006 ended 30 June 2007
% of % of % of % of
Revenue revenue Revenue revenue Revenue revenue Revenue revenue
RMB million % RMB million % RMB million % RMB million %
Aeronautical 1,781,368 57 2,046,269 66 2,296,099 73 1,225,673 74
Non-aeronautical 1,352,262 43 1,048,063 34 863,764 27 436,954 26
Total 3,133,630 100 3,094,332 100 3,159,863 100 1,662,627 100
Source: 2005 Annual Report, 2006 Annual Report and 2007 Interim Report.
As illustrated in Table 1 above, during the period from January 2004 to June 2007, the revenue of the
Group was mainly contributed by its aeronautical business which accounted for approximately 57%
of the total revenue of the Group for the year ended 31 December 2004 and increased to approximately
74% of the total revenue of the Group for the six months ended 30 June 2007. The balance of the
revenue of the Group was contributed by its non-aeronautical business, the revenue of which has
decreased from approximately 43% of its total revenue for the year ended 31 December 2004 to
approximately 26% of its total revenue for the six months ended 30 June 2007.
— 26 —
LETTER FROM PLATINUM SECURITIES
3. The Group’s long term strategy
Based on our review of the 2006 Annual Report and based on our discussions with the management
of the Company, we note that the increase in the weighting of the Group’s aeronautical revenue is
mainly due to: (i) the continuing growth of aircraft movements and the increased proportion of larger
size aircrafts, aircraft movement fees and related charges of the Company; and (ii) the Group’s
reorganization completed in March 2006, pursuant to which the Company has franchised out or
purchased certain non-aeronautical services to allow the Company to focus on its core aeronautical
business.
4. Background of the Transactions
A. Supply of Aviation Safety and Security Guard Services Agreement
Date
6 November 2007
Parties:
(a) The Company; and
(b) Aviation Security Company.
Services
Pursuant to the Supply of Aviation Safety and Security Guard Services Agreement, Aviation
Security Company agreed to provide aviation safety and security guard services to the Company
in the existing areas and facilities of the Beijing Airport, excluding the areas, assets and facilities
of the Phase III Project, which include security inspection on bodies, baggages, air cargoes, air
mails and passageways; field inspections for special and chartered aircrafts; safeguard on
passageways in terminal area, aircraft safeguard, public security coordination, transportation of
valuables, taxi management in front of the terminal, etc. Aviation Security Company will charge
a fee to the Company for supplying the services hereunder.
Term
The Supply of Aviation Safety and Security Guard Services Agreement is for a term of one year
commencing from 1 January 2008 to 31 December 2008 (both days inclusive).
— 27 —
LETTER FROM PLATINUM SECURITIES
Conditions precedent
The transactions under the Supply of Aviation Safety and Security Guard Services Agreement
are subject to the approval by the Independent Shareholders at the general meeting.
Consideration and payment
The fee for the provision of the aviation safety and security guard services under the Aviation
Safety and Security Guard Services Agreement for the year ending 31 December 2008 will be
determined by the Company and Aviation Security Company in accordance with (i) the actual
costs borne by the Company for the year ending 31 December 2007, such as depreciation costs
for relevant assets, the staff costs for aviation safety and security guard services and business
taxes; and (ii) the expected increase in the labour costs and depreciation based on the actual
increase in the number of the staff and related assets for the provision of aviation safety and
security services for the year ending 31 December 2008.
The fee for the provision of the aviation safety and security guard services is payable by the
Company on a monthly basis.
We have identified a recent transaction for reference purpose for the basis for determining the
consideration for the Supply of Aviation Safety and Security Guard Services Agreement. In an
announcement dated 8 October 2007, Hainan Meilan International Airport Company Limited
(“HMIA”) announced that it has entered into an agreement for the provision, inter alia, of
security guard services by its parent company, the consideration of which was determined by
the actual cost incurred by the service provider plus a 5% mark-up fee (the “HMIA Transaction”).
In addition, such parent company has been providing the same security guard services to HMIA
on the same terms and conditions since 2005. We note that the consideration for the HMIA
Transaction is determined on a cost related basis, which is similar to the basis for determining
the consideration for the Supply of Aviation Safety and Security Guard Services Agreement.
Based on our discussions with the management of the Company, we understand that the staff
cost represents approximately 90% of the total cost of the Group for the aviation safety and
security guard services. Therefore, the management of the Company expects that the fee for
the provision of the aviation safety and security guard services for the year ending 31 December
2008 will be driven by the staff cost.
— 28 —
LETTER FROM PLATINUM SECURITIES
In addition, based on further discussions with the management of the Company, we understand
that although there are no cap for the service fees or maximum cap of number of staff to be
hired by Aviation Security Company, the Company and Aviation Security Company have agreed
to determine the annual service agreement by referencing to the change in market rate of labour
costs and the change in market price of raw materials.
As such, as the fee for the provision of the aviation safety and security guard services is based
on the actual costs of year ending 31 December 2007 and the expected increase in staff cost
for the year ending 31 December 2008 which is based on the change in market rate of labour
costs, there would be no material financial disadvantage to the Group by entering into the Supply
of Aviation Safety and Security Guard Services Agreement.
Based on our discussions with the management of the Company, we understand that the terms
of payment under the Supply of Aviation Safety and Security Guard Services Agreement were
determined after arm’s length negotiations with Aviation Security Company.
In light of the above, we are of the view that the terms of the Supply of Aviation Safety and
Security Guard Services Agreement are on normal commercial terms, fair and reasonable and
in the interests of the Company and the Shareholders as a whole.
Reasons for and benefits of the Supply of Aviation Safety and Security Guard Services
Agreement
As stated in the letter from the Board in the Circular, Aviation Security Company is principally
engaged in provision of aviation safety and security guard services to Beijing Airport, which
include security inspection on bodies, baggages, air cargoes, air mails and passageways; field
inspections for special and chartered aircrafts; safeguard on passageways in terminal area,
aircraft safeguard, public security coordination, transportation of valuables, taxi management
in front of terminals, etc. and it was formerly the aviation security department of the Company.
In addition, as stated in the letter from the Board in the Circular, since Aviation Security
Company has the expertise and experience on the provision of aviation safety and security guard
services in the Beijing Airport, it is able to provide an integrated and complete range of aviation
security services to the Company. The Company considers that the engagement of Aviation
Security Company for the provision of aviation safety and security guard services will enable
the Company to focus on developing and operating its core businesses in the Beijing Airport.
— 29 —
LETTER FROM PLATINUM SECURITIES
As aviation safety and security guard services are crucial to the daily operation of the Beijing
Airport and that the engagement of Aviation Security Company will enable the Company to
focus on developing and operating its core businesses in the Beijing Airport, we are of the view
that the entering into the Supply of Aviation Safety and Security Guard Services Agreement
is in the ordinary and usual course of business of the Company and in line with the long term
strategy of the Group to purchase non-aeronautical service to allow the Company to focus on
its core aeronautical business as noted in the above section headed “The Group’s long term
strategy”.
B. Supply of Power and Energy Services Agreement
Date
6 November 2007
Parties:
(a) The Company; and
(b) Power and Energy Company.
Services
Pursuant to the Supply of Power and Energy Services Agreement, Power and Energy Company
agreed to supply water, electricity, steam, natural gas, air-conditioning and heating for the use
by the staff of the Company and for the daily business operations of the Company in the existing
areas and facilities of the Beijing Airport, excluding the areas and facilities of the Phase III
Project.
Term
The Supply of Power and Energy Services Agreement is effective from 1 January 2008 to 31
December 2008 (both days inclusive).
Conditions precedent
The transactions under the Supply of Power and Energy Services Agreement are subject to the
approval by the Independent Shareholders at the general meeting.
— 30 —
LETTER FROM PLATINUM SECURITIES
Consideration and payment
The consideration for the provision by Power and Energy Company of the power and energy
supply services includes:
(i) the charges relating to the supply of water, electricity and natural gas for business
operations will not exceed the standard rates charged by Power and Energy Company
to other civil aviation bodies. Such charges are based on the cost to Power and Energy
Company for the provision of such services, which is approved by the Beijing Municipal
Price Control Bureau, plus a 25% mark-up management fee in accordance with the
mandatory requirement set out in the Price Regulation;
(ii) the charges relating to the supply of water, electricity and natural gas to the Company’s
staff at the staff quarters will be paid by the staff in accordance with the standard rates
approved by the Beijing Municipal Price Control Bureau. The Company will reimburse
Power and Energy Company the differences between the cost of Power and Energy
Company for the provision of such services and the aggregate amount paid by the staff;
and
(iii) the supply of steam, air-conditioning and heating to the Company shall be charged in
accordance with the cost to Power and Energy Company in providing such services.
Charges relating to heating supplied to staff quarters shall be paid to Power and Energy
Company by the staff of the Company.
Power and Energy Company will issue an invoice to the Company by the end of every month
setting out the fees payable by the Company by taking into account the actual charges incurred
during the period as set out above.
— 31 —
LETTER FROM PLATINUM SECURITIES
As stated in the letter from the Board in the Circular, we note that Power and Energy Company
is the only service provider of water, electricity, steam, natural gas, air-conditioning and heating
in the district where Beijing Airport is located. In addition, we have reviewed the Price
Regulation and understand that pursuant to the Price Regulation, the maximum premium to be
paid to Power and Energy Company by the Company for water, power and natural gas should
be a 25% mark-up management fee. As such, we note that the basis for determining the
consideration for the supply of water, electricity and natural gas is in line with the Price
Regulation. Moreover, as stated in the letter from the Board in the Circular, the charges relating
to the supply of water, electricity and natural gas for business operations will not exceed the
standard rates charged by Power and Energy Company to other civil aviation bodies. We further
understand that this 25% mark-up management fee has remained unchanged since 1999 and that
Power and Energy Company is also charging a 25% mark-up management fee against other civil
aviation bodies within the district where Beijing Airport is located.
Furthermore, we understand from the management of the Company that the reimbursement by
other civil aviation bodies within the district where Beijing Airport is located to Power and
Energy Company for the difference between the cost of Power and Energy Company for the
supply of water, electricity and natural gas and the aggregate amount paid by the staff are based
on the same terms as the Company.
Moreover, we understand from the management of the Company that the terms of payment under
the Supply of Power and Energy Services Agreement were determined after arm’s length
negotiations with Power and Energy Company.
In light of:
(i) Power and Energy Company is the only service provider of water, electricity, steam,
natural gas, air-conditioning and heating in the district where Beijing Airport is located;
(ii) the charges in relation to the supply of water, electricity and natural gas are regulated
by the Price Regulation and the basis for determining the consideration for such services
is in line with the Price Regulation;
(iii) the terms of the Supply of Power and Energy Services Agreement are the same as other
civil aviation bodies within the district where Beijing Airport is located;
(iv) the absence of any change in the terms approved by the Beijing Municipal Price Control
Bureau since 1999;
— 32 —
LETTER FROM PLATINUM SECURITIES
(v) the supply of steam, air-conditioning and heating to the Company shall be charged on
an at-cost basis; and
(vi) the terms of payment under the Supply of Power and Energy Services Agreement were
determined after arm’s length negotiations with Power and Energy Company,
we are of the view that the terms of the Supply of Power and Energy Services Agreement are
on normal commercial terms, fair and reasonable and in the interests of the Company and the
Shareholders as a whole.
Reasons for the Supply of Power and Energy Services Agreement
As stated in the letter from the Board in the Circular, Power and Energy Company is the only
service provider of water, electricity, steam, natural gas, air-conditioning and heating in the
district where Beijing Airport is located. Power and Energy Company has ample experience in
providing such services to the Company. As the operation of Beijing Airport is highly dependent
on a steady supply of water, electricity, steam, natural gas, air-conditioning and heating, the
service provided by Power and Energy Company is crucial to the daily operation of the
Company. As such, we are of the view that the entering into the Supply of Power and Energy
Services Agreement for the provision of such services is in the ordinary and usual course of
business of the Company.
C. Supply of Accessorial Power and Energy Services Agreement
Date:
6 November 2007
Parties:
(a) The Company; and
(b) Power and Energy Company.
— 33 —
LETTER FROM PLATINUM SECURITIES
Services
Pursuant to the Supply of Accessorial Power and Energy Services Agreement, Power and Energy
Company agreed to provide accessorial power and energy services to the Company, including
the operation and maintenance of power and water supply facilities, as well as sewage disposal
and garbage incineration, etc., in the existing areas and facilities of Terminal One and Terminal
Two and the office building of the Company, excluding the areas and facilities of the Phase III
Project.
Term
The Supply of Accessorial Power and Energy Services Agreement is effective from 1 January
2008 to 31 December 2009 (both days inclusive).
Conditions Precedent
The transactions under the Supply of Accessorial Power and Energy Services Agreement are
subject to the approval by the Independent Shareholders at the general meeting.
Consideration and payment
The fees for the provision of the accessorial power and energy services payable by the Company
to Power and Energy Company for each of the two years ending 31 December 2009 would be
determined by the parties in accordance with (i) the actual costs on depreciation of assets,
utilities expenses, oil expenses, market development expenses, labour costs and business taxes
borne by the Company for the year ended 31 December 2007; and (ii) the rise in services and
the relevant costs of the raw materials.
The actual fees for purchasing power and energy services will be payable by the Company on
a quarterly basis. The Company is required to pay on the fifth day of each quarter the fee for
the previous quarter in accordance with the invoices issued by Power and Energy Company and
the services record recognized by the Company for the previous quarter and by taking into
account the actual charges incurred during the period as set out above.
— 34 —
LETTER FROM PLATINUM SECURITIES
Based on our discussions with the management of the Company, we note that nearly all of the
costs for the provision of accessorial power and energy services are derived from the actual costs
on depreciation of assets, utilities expenses, oil expenses, market development expenses, labour
costs and business taxes. Furthermore, the management of the Company is of the view that there
will be an increase in the market rate for materials and labour in the foreseeable future.
Therefore, the management of the Company expects that the fees for the provision of the
accessorial power and energy services from 1 January 2008 to 31 December 2009 will be driven
by the aforementioned factor. In addition, since the fees for the provision of the accessorial
power and energy services are on an at-cost basis, we are of the view that there would be no
financial disadvantage to the Group from entering into the Supply of Accessorial Power and
Energy Services Agreement.
Moreover, we understand from the management of the Company that the terms of payment were
determined after arm’s length negotiations with Power and Energy Company.
In light of the above, we are of the view that the terms of the Supply of Accessorial Power and
Energy Services Agreement are on normal commercial terms, fair and reasonable and in the
interests of the Company and the Shareholders as a whole.
Reasons for and benefits of the Supply of Accessorial Power and Energy Services Agreement
As stated in the letter from the Board in the Circular, Power and Energy Company is the only
service provider of water, electricity, steam, natural gas, air-conditioning and heating in the
district where Beijing Airport is located. Power and Energy Company has ample experience in
providing accessorial power and energy services to the Company. As the operation of Beijing
Airport is highly dependent on a steady supply of water, electricity, steam, natural gas, air-
conditioning and heating, the services provided by Power and Energy Company is crucial to
the daily operation of the Company. As such, we are of the view that the entering into the Supply
of Accessorial Power and Energy Services Agreement for the provision of such services is in
the ordinary and usual course of business of the Company and are in the interests of the Company
and the Shareholders as a whole.
— 35 —
LETTER FROM PLATINUM SECURITIES
5. Annual caps
A. Supply of Aviation Safety and Security Guard Services Agreement
Historical figures
Table 2 below shows the total consideration paid by the Company in respect of the provision
of aviation safety and security guard services and utilization rate for the year ended 31 December
2006 and the year ending 31 December 2007:
Table 2: Historical figures for the provision of aviation safety and security guard services
For the year ended/ending
31 December
2006 2007
RMB RMB
Actual costs of provision of aviation
safety and security guard services 180,831,000 216,780,000
Note 1
Annual cap 185,283,991 216,785,586
Utilization rate
Note 2
97.60% 100.00%
Note 1: The actual fees paid by the Company for the supply of aviation safety and security guard
services from 1 January 2007 to 31 October 2007 is RMB180,650,000. The Company expects
that the fees payable for the supply of aviation safety and security guard services by the
Company for the year ending 31 December 2007 will not exceed its annual cap.
Note 2: Utilization rate is calculated as the actual costs of provision of aviation safety and security
guard services of a particular year divided by the annual cap for that year.
Source: Letter from the Board in the Circular.
As illustrated in Table 2 above, the actual cost of provision of aviation safety and security guard
services for the year ended 31 December 2006 and the year ending 31 December 2007 was or
will be near full utilization of the annual cap for the respective year.
— 36 —
LETTER FROM PLATINUM SECURITIES
Annual cap
As stated in the letter from the Board in the Circular, it is expected that the maximum aggregate
annual fee payable by the Company under the Supply of Aviation Safety and Security Guard
Services Agreement to be RMB225,668,000 (equivalent to approximately HK$235,071,000) for
the year ending 31 December 2008, which is determined in accordance with (i) the expected
costs such as depreciation costs for relevant assets and utilities charges, staff costs in relation
to provision of aviation safety and security services and business taxes borne by the Company
for the year ending 31 December 2007; and (ii) the increase of the consumer price index of
the PRC (the “CPI”).
Table 3 below sets out the calculation of and the basis for determining the annual cap for the
Supply of Aviation Safety and Security Guard Services Agreement for the year ending 31
December 2008:
Table 3: Calculation of and the basis for determining the annual cap for the Supply of
Aviation Safety and Security Guard Services Agreement
Expected costs
on aviation
safety and security
guard services
currently borne Annual cap
by the Company for the year
for the year ending 31
ending 31 December 2007 Increase in the CPI December 2008
RMB % RMB
216,780,000
Note 1
4.10
Note 2
225,668,000
Note 1: The Company expects that the fees payable for the supply of aviation safety and security guard
services by the Company for the year ending 31 December 2007 will not exceed its annual
cap.
Note 2: The average CPI quoted in the Statistical Bulletin of the People’s Republic of China for
National Economy and Social Development from January to September 2007 of the National
Bureau of Statistics is 4.1%.
Source: Letter from the Board in the Circular.
— 37 —
LETTER FROM PLATINUM SECURITIES
As aforementioned in the section headed “Background of the Transactions”, approximately 90%
of the total cost for the aviation safety and security guard services is driven by staff cost. As
such, in order to assess whether the calculation of and the basis for determining the annual cap
under the Supply of Aviation Safety and Security Guard Services Agreement is fair and
reasonable, we have reviewed the 2007 China Statistical Yearbook issued by the National Bureau
of Statistics of China (the “2007 China Statistical Yearbook”) in order to obtain information
on the labour cost for aviation safety and security guard services, including its historical rate
of increase. However, given the uniqueness of the nature of aviation safety and security guard
services, we are unable to obtain any relevant data in this regard. As such, we believe that it
is reasonable to use the increase in the CPI to estimate the expected increase in the labour cost
for the provision of aviation safety and security guard services for the year ending 31 December
2008.
B. Supply of Power and Energy Services Agreement
Historical figures
Table 4 below shows the total consideration paid by the Company in respect of the provision
of power and energy services for each of the two years ended 31 December 2005, 31 December
2006 and the nine months ended 30 September 2007:
Table 4: Historical figures for the provision of power and energy services
For the year ended/ending 31 December
2005 2006 2007
RMB RMB RMB
Fees paid by the Company
for the supply of water,
electricity, steam, natural gas,
air-conditioning and heating 229,018,000 193,253,000 165,037,051
Note 1
Annual cap 245,737,950
Note 2
241,090,560 289,308,672
Utilization rate
Note 3
93.20% 80.16% N/A
Note 1: The figure of RMB165,037,051 is the service fees payable by the Company to Power and
Energy Company for the nine months figure based on the unaudited accounts of the Company.
— 38 —
LETTER FROM PLATINUM SECURITIES
Note 2: Such services were provided by the Parent Company in 2005. Power and Energy Company
was established at the end of 2005 and it started to provide the aforementioned services to
the Company at the beginning of 2006. According to the then Listing Rules (2005 version),
the annual cap of such transactions for the year ended 31 December 2005 shall be calculated
at the higher of HK$10,000,000 or 3% of the value of the Company’s consolidated net tangible
assets for the relevant financial year as disclosed in its latest published audited accounts.
Note 3: Utilization rate is calculated as the annual fees paid by the Company for the supply of water,
electricity, steam, natural gas, air-conditioning and heating for a particular year divided by the
annual cap for that year.
Source: Letter from the Board in the Circular.
As illustrated in Table 4 above, the fee paid by the Company for the supply of water, electricity,
steam, natural gas, air-conditioning and heating for each of the two years ended 31 December
2005 and 31 December 2006 was within the annual cap for the respective year.
Annual cap
As stated in the letter from the Board in the Circular, it is expected that the maximum aggregate
annual fee payable by the Company under the Supply of Power and Energy Services Agreement
not to exceed RMB250,562,000 (equivalent to approximately HK$261,002,000), for the year
ending 31 December 2008.
Table 5 below sets out the calculation of and the basis for determining the annual cap for the
Supply of Power and Energy Services Agreement for the year ending 31 December 2008:
Table 5: Calculation of and the basis for determining the annual cap for the Supply of
Power and Energy Services Agreement
Actual annual fees paid by the Company
for the supply of power and energy services
for the year ended 31 December 2006 RMB193,253,000
Projected annual fees payable by the Company
for the supply of power and energy services
for the year ending 31 December 2007 RMB220,049,401
Note 1
— 39 —
LETTER FROM PLATINUM SECURITIES
Rate of growth of annual value of the supply
of power and energy services from 2006 to 2007 13.87%
Estimated annual cap for the Supply of
Power and Energy Services Agreement
for the year ending 2008 RMB250,562,000
(RMB220,049,4011.1387)
Note 1: The service fees paid by the Company to Power and Energy Company for the nine months
figure based on the unaudited account of the Company is RMB165,037,051. Therefore, the
Company expects that the fees payable by the Company for the supply of power and energy
services for the year ending 31 December 2007 will be RMB220,049,401 (i.e. RMB165,037,051
12/9).
Note 2: The sum of RMB250,562,000 is arrived at after considering the projected annual fees payable
by the Company for the supply of power and energy services for the year ending 31 December
2007 with the rate of growth of annual value of the supply of power and energy services from
2006 to 2007.
Source: Letter from the Board in the Circular.
Based on our discussions with the management of the Company, we understand that the
management of the Company is of the view that it is difficult to estimate the increase in the
price growth of the power and energy services for the year ending 31 December 2008. As such,
the management of the Company considers it appropriate to estimate the amount of supply of
power and energy services for the year ending 31 December 2008 with reference to the rate
of growth of annual value of the supply of power and energy services from 2006 to 2007. As
the price of power and energy services is dependent on the recent costs in providing such
services, we are of the view that it is fair and reasonable to use the rate of growth of annual
value of the supply of power and energy services from 2006 to 2007 as a reference for the
expected increase in such costs for the year ending 31 December 2008. Consequently, we are
of the view that the basis for determining the annual cap for the Supply of Accessorial Power
and Energy Services Agreement is fair and reasonable.
— 40 —
LETTER FROM PLATINUM SECURITIES
C. Supply of Accessorial Power and Energy Services Agreement
Historical figures
Table 6 below shows the total consideration paid by the Company in respect of the provision
of accessorial power and energy services for the year ended 31 December 2006 and the year
ending 31 December 2007:
Table 6: Historical figures for the provision of accessorial power and energy services
For the year ended/ending
31 December
2006 2007
RMB RMB
Fees paid/payable by the Company
for the supply of accessorial power
and energy services 54,536,500 54,536,500
Note 1
Annual cap 56,433,000 66,027,000
Utilization rate
Note 2
96.64% 82.60%
Note 1: The actual fees paid by the Company for the supply of accessorial power and energy services
from 1 January 2007 to 31 October 2007 is RMB40,902,375. The sum of RMB54,536,500 is
only a preliminary figure as confirmed by the Company and Power and Energy Company, and
is subject to possible adjustments to be made by the Company based on the actual service
implementation situation by the end of 2007.
Note 2: The utilization rate is calculated as the fees paid/payable by the Company for the supply of
accessorial power and energy services for a particular year divided by the annual cap for that
year.
Source: Letter from the Board in the Circular.
As illustrated in Table 6 above, the fee paid/payable by the Company for the supply of
accessorial power and energy services for the year ended 31 December 2006 and the year ending
31 December 2007 was or will be within the annual cap for the respective year.
— 41 —
LETTER FROM PLATINUM SECURITIES
Annual Cap
As stated in the letter from the Board in the Circular, it is expected that the maximum aggregate
annual fee payable by the Company to Power and Energy Company under the Supply of
Accessorial Power and Energy Services Agreement to be RMB56,773,000 (equivalent to
approximately HK$59,139,000) and RMB59,200,000 (equivalent to approximately
HK$61,667,000), respectively, for each of the two years ending 31 December 2009. Such fees
have been determined in accordance with the estimated costs of RMB54,536,500 (equivalent
to approximately HK$56,809,000) to be borne by the Company for the year ending 31 December
2007.
Table 7 below sets out the calculation of and the basis for determining the annual cap for the
Supply of Accessorial Power and Energy Services Agreement for each of the two years ending
31 December 2008 and 31 December 2009:
Table 7: Calculation of and the basis for determining the annual caps for the Supply of
Accessorial Power and Energy Services Agreement
Increase in
the CPI Annual cap
% RMB
For the year ending 31 December 2008 4.10
Note 1
56,773,000
Note 2
For the year ending 31 December 2009 4.10 59,200,000
Note 3
Note 1: The CPI quoted in the Statistical Bulletin of the People’s Republic of China for National
Economy and Social Development from January to September 2007 of the National Bureau
of Statistics is 4.1%.
Note 2: The Company expects that the fee to be borne by the Company for the accessorial power and
energy services provided by Power and Energy Company is RMB54,536,500. This figure is
only a preliminary figure as confirmed by the Company and Power and Energy Company, and
is subject to possible adjustments to be made by the Company based on the actual service
implementation situation by the end of 2007. Additional announcement/circular will be published
and separate shareholders’ approval will be sought if the annual cap is revised upwards.
The annual cap for the year ending 31 December 2008 is therefore in the sum of RMB56,773,000,
i.e. RMB54,536,5001.041.
— 42 —
LETTER FROM PLATINUM SECURITIES
Note 3: The annual cap for the year ending 31 December 2009 is therefore in the sum of RMB59,200,000,
i.e. RMB56,773,0001.041.
Source: Letter from the Board in the Circular.
As aforementioned in the section headed “Background of the Transactions”, nearly all of the
costs for the provision of accessorial power and energy services are derived from the actual costs
on depreciation of assets, utilities expenses, oil expenses, market development expenses, labour
costs and business taxes. In order to assess whether the calculation of and the basis for
determining the annual cap under the Supply of Accessorial Power and Energy Services
Agreement is fair and reasonable, we have reviewed the 2007 China Statistical Yearbook in order
to obtain information on the increase of such expenses. However, given the fact that the cost
for the provision of accessorial power and energy services are based on a diverse range of factors
as outlined above, we are unable to identify an index which could represent the increase in price
of all of these expenses. As such, we are of the view that it is appropriate to estimate the increase
in these expenses for the two years ending 31 December 2009 with the CPI. Consequently, we
consider that the basis for determining the annual cap for the Supply of Accessorial Power and
Energy Services Agreement is fair and reasonable.
RECOMMENDATION
We have considered the above principal factors and reasons and in particular, have taken into account the
following factors in arriving at our opinion:
(i) the terms of the Supply of Aviation Safety and Security Guard Services Agreement, the Supply of
Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company
and the Shareholders as a whole;
(ii) the entering into the Supply of Aviation Safety and Security Guard Services Agreement, the Supply
of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement is in the ordinary and usual course of business of the Company and the entering into the
Supply of Aviation Safety and Security Guard Services Agreement is also in line with the long term
strategy of the Group; and
— 43 —
LETTER FROM PLATINUM SECURITIES
(iii) the annual caps for the Supply of Aviation Safety and Security Guard Services Agreement, the Supply
of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement are fair and reasonable.
Having considered the above, we are of the view that the Supply of Aviation Safety and Security Guard
Services Agreement, the Supply of Power and Energy Services Agreement and the Supply of Accessorial
Power and Energy Services Agreement are on normal commercial terms, in the ordinary and usual course
of business of the Company, fair and reasonable and in the interests of the Company and the Shareholders
as a whole; and the annual caps of the Supply of Aviation Safety and Security Guard Services Agreement,
the Supply of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy
Services Agreement are fair and reasonable.
Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders and
we recommend the Independent Shareholders to vote in favour of the resolutions, which will be proposed
in the EGM to approve the Supply of Aviation Safety and Security Guard Services Agreement, the Supply
of Power and Energy Services Agreement and the Supply of Accessorial Power and Energy Services
Agreement.
Yours faithfully,
For and on behalf of
Platinum Securities Company Limited
Liu Chee Ming Ian Ramsay Lenny Li
Managing Director Director Assistant Director
— 44 —
APPENDIX I PROFILES OF DIRECTOR
The profiles of Ms. Zhao Jinglu and Mr. Dong Ansheng are as follows:
Ms. Zhao Jinglu, 37, graduated from the Accounting School of Nankai University with a bachelor degree
in auditing, and holds MBA degree of Beijing Jiaotong University. From July 1992 to February 1995, Ms.
Zhao served in the First Academe of the General Administation of Civil Aviation of China (the “CAAC”)
and in the Auditing Bureau of CAAC; From February 1995 to April 2003, Ms. Zhao served in the Finance
Department of CAAC, among this, from April 2001 to April 2003, Ms. Zhao served as the Deputy Director
of Economy Adjustment Division of Accounting Department of CAAC; from April 2003 to September 2004,
Ms. Zhao served as the Deputy Director of the Finance and Economy Division of Planning, Development
and Accounting Department of CAAC; From September 2004 to November 2006, Ms. Zhao was served as
the Director of Finance and Economy Division of the Planning, Development and Accounting Department
of CAAC; From November 2006 to June 2007, Ms. Zhao served as the Director of Finance and Economy
Division of the Accounting Department of CAAC. Since June 2007, Ms. Zhao was the Chief Accountant of
Capital Airports Holding Company. Ms. Zhao did not hold any other directorships in any listed public
company in the last three years.
Upon Ms. Zhao’s appointment as non-executive director of the Company at the EGM, Ms. Zhao will enter
into a service agreement with the Company and Ms. Zhao will not be entitled to any director’s fee. The
proposed term of Ms. Zhao’s appointment as non-executive director of the Company will be from the date
of her appointment in the forthcoming EGM until the date of 2008 annual general meeting of the Company.
As at the Latest Practicable Date, Ms. Zhao does not hold any shares of the Company within the meaning
of Part XV of the SFO. Ms. Zhao does not have any relationship with any directors, senior management or
substantial or controlling shareholders of the Company or its subsidiaries. Ms. Zhao did not hold any other
positions in other members of the Company.
Save as disclosed above, there is no other matter that need to be brought to the attention of the shareholders
of the Company in relation to the proposed appointment of Ms. Zhao and there is no information required
to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Mr. Dong Ansheng, 56, graduated from Renmin University of China with PHD degree. Mr. Dong is the
professor and Ph.D. Supervisor of the School of Laws of Renmin University of China, and serves as the deputy
director of Reseach Center of Civil and Commercial Law of the Renmin University of China.
Mr. Dong currently holds several positions in social services.Mr. Dong also participates in the legislation of
the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China
and other related rules and regulations on governing securities.
— 45 —
APPENDIX I PROFILES OF DIRECTOR
Since 1992, Mr. Dong has long term experiences on the companies’ securities laws and regulations. He had
served as P.R.C. legal advisor on the issue of shares, acqusition and other listed matters of more than 40 listed
A shares companies, several listed B shares companies, listed H companies and other listed companies in
Hong Kong.
In the past three years, Mr. Dong had served in the following listed company as an independent non-executive
director: Beijing North Star Company Limited (listed on the Shanghai Stock Exchange and the main board
of the Hong Kong Stock Exchange) and Zhongjin Gold Co., Ltd. (listed on the Shanghai Stock Exchange)
Mr. Dong is also currently serving as an independent non-executive director of Beijing Wangfujing Department
Store Co. Ltd. (Group) (listed on the Shanghai Stock Exchange), BOE Technology Group Co., Ltd (listed
on the Shanghai Stock Exchange), Zhejiang New Jialian Electronics Co., Ltd (listed on the Shenzhen Stock
Exchange) and Dynamic Global Holdings Limited (listed on the main board of the Hong Kong Stock
Exchange). Save as disclosed herein, Mr. Dong did not hold any other directorships in any listed public
company in the last three years.
Upon Mr. Dong’s appointment as an indepdendent non-executive director of the Company at the EGM, Mr.
Dong will enter into a service agreement with the Company and will be entitled to a director’s fee of
RMB150,000 per year, which is the same as the remunerations of other independent non-executive directors
of the Company. The director’s fee is determined by the Board with reference to Mr. Dong’s experience, duties
and responsibilities and the prevailing market practice, and in accordance with the remuneration policy
adopted by the Company. The proposed term of Mr. Dong’s appointment as an independent non-executive
director of the Company will be from the date of his appointment in the forthcoming EGM until the date
of 2008 annual general meeting of the Company.
As at the Latest Practicable Date, Mr. Dong does not hold any shares of the Company within the meaning
of Part XV of the SFO. Mr. Dong does not have any relationship with any directors, senior management or
substantial or controlling shareholders of the Company or its subsidiaries. Mr. Dong did not hold any other
positions in other members of the Company.
Save as disclosed above, there is no other matter that need to be brought to the attention of the shareholders
of the Company in relation to the proposed appointment of Mr. Dong and there is no information required
to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 46 —
APPENDIX II GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving
information with regard to the Company. The Directors collectively and individually accept full
responsibility for the accuracy of the information contained in this circular and confirm, having made
all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the
omission of which would make any statement in this circular misleading.
2. DISCLOSURE OF INTERESTS
Directors, supervisors and chief executive of the Company
As at the Latest Practicable Date, none of the Directors, supervisors and chief executive of the
Company had interests and short positions in the Shares, underlying Shares and/or debentures (as the
case may be) of the Company or any its associated corporations (within the meaning of Part XV of
the SFO) which were required to be (i) notified to the Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which any such
Director or chief executive is taken or deemed to have under such provisions of the SFO) or (ii) which
were required to be entered into the register required to be kept by the Company under section 352
of the SFO or (iii) which were otherwise required to be notified to the Company and the Stock
Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in
the Listing Rules as set out in appendix 10 to the Listing Rules.
As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any interest,
direct or indirect, in any asset which have been since 31 December 2006, being the date to which the
latest published audited financial statements of the Company were made up, acquired or disposed of
by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased
to any member of the Group.
As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially
interested in any contract or arrangement entered into by any member of the Group since 31 December
2006, being the date to which the latest published audited financial statements of the Company were
made up, and which was significant in relation to the business of the Group.
— 47 —
APPENDIX II GENERAL INFORMATION
Interests of Substantial Shareholders
Interests in the Company
As at the Latest Practicable Date, so far as the Directors are aware, each of the following persons,
not being a Director, supervisor or chief executive of the Company, had interests in the Shares which
falls to be disclosed to the Company and the Stock Exchange under the provisions of Division 2 and
3 of Part XV of the SFO:
Proportion to
the relevant Proportion to
Number of class of issued the total issued
issued ordinary share capital share capital
Name Class of Shares shares held of the Company of the Company
Capital Airports Holding Domestic shares 2,480,000,000 (L) 100% 61.29%
Company
(Note 1)
Julius Baer Investment H Shares 219,455,361(L) 14.01% 5.42%
Management LLC
(Note 2)
(L) = Long Position
Note:
1. Capital Airports Holding Company was incorporated in the P.R.C., and is the controlling shareholder of
the Company.
Mr. Wang Jiadong, the chiarman of the Board and an executive Director, is the Secretary of Communist
Party of Capital Airports Holding Company.
Mr. Chen Guoxing, a non-executive Director, is the Vice General Manager of Capital Airports Holding
Company.
Mr. Gao Shiqing, a non-executive Director, is the Vice General Manager of Capital Airports Holding
Company.
— 48 —
APPENDIX II GENERAL INFORMATION
2. Julius Baer Investment Management LLC is located in New York, USA, and belongs to the Julius Baer
Holdings, Inc.
Save as disclosed above, so far as is known to the Directors, supervisors or chief executives of the
Company, no other person (not being a Director, supervisors or chief executive of the Company) who
had any interests or short positions in the shares or underlying shares of the Company (as the case
may be) which would fall to be disclosed to the Company and the Stock Exchange, under the provisions
of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or
more of the nominal value of any class of share capital carrying rights to vote in all circumstances
at general meetings of any other member of the Group or held any option in respect of such capital.
3. DIRECTORS’ AND SUPERVISORS’ SERVICE CONTRACTS AND LETTERS OF
APPOINTMENT
The executive director Mr. Wang Jiadong has entered nto a directors’s service contract with the
Company for a term commencing from 2 June 2005 and ending on the date of the annual general
meeting of the Company for the year of 2008. The executive director Mr. Wang Tiefeng has entered
into a directors’s service contract with the Company for a term commencing from 8 June 2006 and
ending on the date of the annual general meeting of the Company for the year of 2008. The executive
director Mr. Dong Zhiyi has entered into a directors’s service contract with the Company for a term
commencing from 26 March 2007 and ending on the date of the annual general meeting of the Company
for the year of 2008. No emolument is specified in each of above three director’s service contracts
as payable by the Company. The remuneration of each of the executive Directors shall be determined
by the Board in accordance with his management functions in the Company.
Each of the non-executive Directors has entered into a letter of appointment with the Company for
a term commencing from 2 June 2005 and ending on the date of the annual general meeting of the
Company for the year of 2008. No emolument is specified in their respective letters of appointment
as payable by the Company. The director’s fee for each of the non-executive Directors shall be
determined by the Board.
Each of the independent non-executive Directors has entered into a letter of appointment with the
Company for a term commencing from 2 June 2005 and ending on the date of the annual general
meeting of the Company for the year of 2008. No emolument is specified in the letter of appointment
as payable by the Company. The director’s fee for each of the independent non-executive Directors
shall be determined by the Board.
— 49 —
APPENDIX II GENERAL INFORMATION
Each of the supervisors (except the staff representative supervisor) has entered into a letter of
appointment with the Company for a term commencing from 2 June 2005 and ending on the date of
2008 annual general meeting of the Company.
None of the Directors, nor supervisors had any existing or is proposed to have a service contract with
the Company or any of its associated corporations which will not expire or is not determinable by the
Group within one year without payment of compensation other than statutory compensation.
4. MATERIAL CHANGES
The Directors are not aware of any material adverse change in the financial or trading position of the
Company since 31 December 2006, being the date to which the latest published audited financial
statements of the Company were made up.
5. COMPETING INTEREST
As at the Latest Practicable Date, none of the Directors or their respective associates has any competing
interest (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them
were a controlling shareholder of the Company for the purpose of the Listing Rules).
6. EXPERT
(a) The following sets out the qualifications of the expert which has given its opinion or advice
as contained in this circular:
Name Qualifications
Platinum Securities Licensed corporation under the SFO for types 1 (advise on
securities) and 6 (advise on corporate finance) regulated
activities as defined under the SFO
(b) Platinum Securities does not have any shareholding, direct or indirect, in any member of the
Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons
to subscribe for securities in any member of the Group.
— 50 —
APPENDIX II GENERAL INFORMATION
(c) Platinum Securities does not have any interest, direct or indirect, in any assets which have been
acquired or disposed of by or leased to any member of the Group, or which are proposed to
be acquired or disposed of by or leased to any member of the Group since 31 December 2006,
the date to which the latest published audited financial statements of the Company were made
up.
(d) Platinum Securities has given and has not withdrawn its written consent to the issue of this
circular with the inclusion of its letter and references to its name in the form and context in
which they are included.
(e) The letter and recommendation given by Platinum Securities are given as of the date of this
circular for incorporation herein.
7. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the principal place of business in
Hong Kong of the Company at Rooms 1105-1108, Gloucester Tower, The Landmark, 15 Queen’s Road
Central, Hong Kong during normal business hours from the date of this circular up to and including
17 December 2007:
(a) the Supply of Power and Energy Services Agreement;
(b) the Supply of Accessorial Power and Energy Services Agreement; and
(c) the Supply of Aviation Safety and Security Guard Services Agreement.
— 51 —
NOTICE OF EGM
(Stock Code : 0694)
NOTICE OF 2007 EXTRAORDINARY GENERAL MEETING
AND RESIGNATION OF DIRECTOR
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of the Beijing Capital
International Airport Company Limited (the “Company”) will be held at Room 212, the Office Building of
the Company, Capital Airport, Beijing, the PRC on Monday, 31 December at 9:00 a.m. to review and, if
thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the Supply of Power and Energy Services Agreement dated 6 November 2007
and the continuing connected transactions contemplated thereunder;
2. To consider and approve the Supply of Accessorial Power and Energy Services Agreement dated 6
November 2007 and the continuing connected transactions contemplated thereunder;
3. To consider and approve the Supply of Aviation Safety and Security Guard Services Agreement dated
6 November 2007 and the continuing connected transactions contemplated thereunder;
4. To consider and approve the appointment of Ms. Zhao Jinglu as the non-executive director of the
Company and granting of the authorization to the board of Directors (the “Board”) to determine her
remuneration thereof and to arrange appointment letter to be entered into by the Company with Ms.
Zhao Jinglu upon such terms and conditions as the Board shall think fit, and to do all such acts and
things to effect such matters (Note 1); and
— 52 —
NOTICE OF EGM
5. To consider and approve the appointment of Mr. Dong Ansheng as the independent non-executive
director of the Company and granting of the authorization to Board to determine his remuneration
thereof and to arrange appointment letter to be entered into by the Company with Mr. Dong Ansheng
upon such terms and conditions as the Board shall think fit, and to do all such acts and things to effect
such matters (Note 2).
By order of the Board
Wang Jiadong
Chairman
Beijing, the PRC, 16 November 2007
Note:
(1) Ms. Zhao Jinglu, 37, graduated from the accounting School of Nankai University with a bachelor degree in
auditing, and holds a MBA of Beijing Jiaotong University. From July 1992 to February 1995, Ms. Zhao served
in the First Academe of the General Administation of Civil Aviation of China (the “CAAC”) and in the Auditing
Bureau of CAAC; From February 1995 to April 2003, Ms. Zhao served in the Finance Department of CAAC,
among this, from April 2001 to April 2003, Ms. Zhao served as the Deputy Director of Economy Adjustment
Division of Accounting Department of CAAC; from April 2003 to September 2004, Ms. Zhao served as the
Deputy Director of the Finance and Economy Division of Planning, Development and Accounting Department
of CAAC; From September 2004 to November 2006, Ms. Zhao was served as the Director of Finance and
Economy Division of the Planning, Development and Accounting Department of CAAC; From November 2006
to June 2007, Ms. Zhao served as the Director of Finance and Economy Division of the Accounting Department
of CAAC. Since June 2007, Ms. Zhao was the Chief Accountant of Capital Airports Holding Company. Ms. Zhao
did not hold any other directorships in any listed public company in the last three years.
Upon Ms. Zhao’s appointment as a non-executive director of the Company at the EGM, Ms. Zhao will enter into
a service agreement with the Company and Ms. Zhao will not be entitled to any director’s fee. The proposed
term of Ms. Zhao’s appointment as a non-executive director of the Company will be from the date of her
appointment in the forthcoming EGM until the date of 2008 annual general meeting of the Company.
As at the Latest Practicable Date, Ms. Zhao does not hold any shares of the Company within the meaning of
Part XV of the SFO. Ms. Zhao does not have any relationship with any directors, senior management or substantial
or controlling shareholders of the Company or its subsidiaries. Ms. Zhao did not hold any other positions in other
members of the Company.
Save as disclosed above, there is no other matter that need to be brought to the attention of the shareholders
of the Company in relation to the proposed appointment of Ms. Zhao and there is no information required to
be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 53 —
NOTICE OF EGM
(2) Mr. Dong Ansheng, 56, graduated from Renmin University of China with PHD degree. Mr. Dong is the professor
and PHD Supervisor of the School of Laws of Renmin University of China, and serves as the deputy director
of Reseach Center of Civil and Commercial Law of the Renmin University of China.
Mr. Dong currently holds several positions in social services. Mr. Dong also participates in the legislation of
the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China and
other related rules and regulations on governing securities.
Since 1992, Mr. Dong has long term experiences on the companies’ securities laws and regulations. He had served
as P.R.C. legal advisor on the issue of shares, acqusition and other listed matters of more than 40 listed A shares
companies, several listed B shares companies and listed H companies and other listed companies in Hong Kong.
In the past three years, Mr. Dong had served in the following listed company as an independent non-executive
director: Beijing North Star Company Limited (listed on the Shanghai Stock Exchange and the main board of
the Hong Kong Stock Exchange) and Zhongjin Gold Co., Ltd. (listed on the Shanghai Stock Exchange). Mr. Dong
is also currently serving as an independent non-executive director of Beijing Wangfujing Department Store Co.
Ltd. (Group) (listed on the Shanghai Stock Exchange), BOE Technology Group Co., Ltd. (listed on the Shanghai
Stock Exchange), Zhejiang New Jialian Electronics Co., Ltd. (listed on the Shenzhen Stock Exchange) and
Dynamic Global Holdings Limited (listed on the main board of the Hong Kong Stock Exchange). Save as
disclosed herein, Mr. Dong did not hold any other directorships in any listed public company in the last three
years.
Upon Mr. Dong’s appointment as an indepdendent non-executive director of the Company at the EGM, Mr. Dong
will enter into a service agreement with the Company and will be entitled to a director’s fee of RMB150,000
per year, which is the same as the remunerations of other independent non-executive directors of the Company.
The director’s fee is determined by the Board with reference to Mr. Dong’s experience, duties and responsibilities
and the prevailing market practice, and in accordance with the remuneration policy adopted by the Company.
The proposed term of Mr. Dong’s appointment as an independent non-executive director of the Company will
be from the date of his appointment in the forthcoming EGM until the date of 2008 annual general meeting of
the Company.
As at the Latest Practicable Date, Mr. Dong does not hold any shares of the Company within the meaning of
Part XV of the SFO. Mr. Dong does not have any relationship with any directors, senior management or substantial
or controlling shareholders of the Company or its subsidiaries. Mr. Dong did not hold any other positions in other
members of the Company.
Save as disclosed above, there is no other matter that need to be brought to the attention of the shareholders
of the Company in relation to the proposed appointment of Mr. Dong and there is no information required to
be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
— 54 —
NOTICE OF EGM
(3) RESIGNATION OF MR. WANG TIEFENG
Due to reallocation of appointments and personal reasons, Mr. Wang Tiefeng tendered his resignation as an
executive Director with effect from the date of the conclusion of the forthcoming EGM. Mr. Wang Tiefeng
confirms that there are no matters that need to be brought to the attention of the shareholders of the Company
and the Stock Exchange in relation to his resignation. The Board and Mr. Wang Tiefeng also confirmed that there
was no disagreement in all aspects between them.
Throughout his term of appointment, Mr. Wang Tiefeng had always been diligent and committed to his work.
Mr. Wang Tiefeng had made valuable contributions to the Company and the Board hereby express its gratitude
for Mr. Wang Tiefeng’s efforts and contributions to the Company during his tenure of office.
(4) Any shareholder entitled to attend and vote at the above-mentioned meeting may appoint one or more proxies
to attend and vote at the meeting on his / her behalf in accordance with the Company’s Articles of Association.
A proxy need not be a shareholder of the Company. If more than one proxy is appointed, such proxies may only
exercise their voting right at poll.
(5) The instrument appointing a proxy must be in writing under the hand of his appointer or his attorney duly
authorised in writing. If the instrument appointing a proxy is signed by other person authorised by the appointer,
the power of attorney or other authority must be notarially certified. If the appointer is a legal person, then the
instrument shall be signed under a legal person seal or signed by its director or an attorney duly authorised in
writing. To be valid, the notarially certified power of attorney or other documents of authorisation and the form
of proxy must be delivered to the Company’s H share Registrars: Hong Kong Registrars Limited at 46/ F.,
Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for the
holding of the meeting.
(6) Shareholders or their proxies shall produce their identity documents when attending the meeting.
(7) The register of members of the Company will be temporarily closed from Friday, 30 November 2007 to Monday,
31 December 2007 (both dates inclusive), during which period no transfer of shares will be registered. Shareholders
of the Company whose names appear on the register of members of the Company at close of business day on
Thursday, 29 November 2007 are entitled to attend and vote at the meeting. In order to qualify to attend and
vote at the meeting, holders of H shares whose transfers have not been registered shall deposit the transfer
documents together with the relevant share certificates at the Company’s H share Registrars : Hong Kong
Registrars Limited at or before 4:00 p.m. on 29 November 2007. The address of the Company’s H share Registrars:
Rooms 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(8) Shareholders who intend to attend the meeting are requested to deliver the reply slip to Hong Kong Registrars
Limited, on or before Tuesday, 11 December 2007 at 46th Floor, Hopewell Center, 183 Queen’s Road East,
Wanchai, Hong Kong. The reply slip may be delivered in person, by post or by facsimile (facsimile No. 852-
2865 0990).
(9) The extraordinary general meeting is expected to last for less than half a day. Shareholders or their proxies
attending the extraordinary general meeting shall be responsible for their own traveling and accommodation.