Beijing Capital International Airport : ANNOUNCEMENT REVISION OF ANNUAL CAP OF CONTINUING CONNECTED TRANSACTIONS

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ANNOUNCEMENT

REVISION OF ANNUAL CAP OF CONTINUING

CONNECTED TRANSACTIONS

REVISION OF ANNUAL CAP OF CONTINUING CONNECTED TRANSACTIONS

Reference is made to the Announcement in relation to the 2016 Trademark License Agreement.

Pursuant to the 2016 Trademark License Agreement, the Parent Company agreed to grant the Company a non-exclusive right to use the Trademarks in the PRC in the goods and services under the registered classes of the Trademarks for a term commencing from 1 December 2016 to 30 November 2019. The license fee for the 11 months ending 30 November 2019 is 1% of the revenue from the principal business of the Company for the preceding financial year x 11/12.

The annual caps of the license fees payable by the Company to the Parent Company under the 2016 Trademark License Agreement were arrived at after taking into account the total revenue from the principal business of the Company for the year ended 31 December 2015 and the anticipated total revenue from the principal business of the Company for the three years ended 31 December 2016, 31 December 2017 and 31 December 2018.

In view of the increase in the revenue from the principal business of the Company for the year ended 31 December 2018, the Board anticipates that the original annual cap for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement will not be sufficient to meet the estimated amount of license fees payable by the Company to the Parent Company for the 11 months ending 30 November 2019. Accordingly, the Company proposed to revise the annual cap of the license fees payable by the Company to the Parent Company for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement.

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LISTING RULES IMPLICATIONS

According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transactions.

As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 56.61% of the issued share capital of the Company. Therefore, the Parent Company is a connected person of the Company, and the transactions contemplated under the 2016 Trademark License Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the revised annual cap in respect of the transactions contemplated under the 2016 Trademark License Agreement is more than 0.1% but less than 5%, the transactions under the 2016 Trademark License Agreement are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

BACKGROUND

Reference is made to the Announcement in relation to the 2016 Trademark License Agreement.

Pursuant to the 2016 Trademark License Agreement, the Parent Company agreed to grant the Company a non-exclusive right to use the Trademarks in the PRC in the goods and services under the registered classes of the Trademarks for a term commencing from 1 December 2016 to 30 November 2019. The license fee payable by the Company to the Parent Company for the 11 months ending 30 November 2019 is 1% of the revenue from the principal business of the Company for the preceding financial year x 11/12.

The annual caps of the license fees payable by the Company to the Parent Company under the 2016 Trademark License Agreement were arrived at after taking into account the total revenue from the principal business of the Company for the year ended 31 December 2015 and the anticipated total revenue from the principal business of the Company for the three years ended 31 December 2016, 31 December 2017 and 31 December 2018.

REVISION OF ANNUAL CAP OF CONTINUING CONNECTED TRANSACTIONS

Revised annual cap under the 2016 Trademark License Agreement

In view of the increase in the revenue from the principal business of the Company for the year ended 31 December 2018, the Board anticipates that the original annual cap for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement will not be sufficient to meet the

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estimated amount of license fee payable by the Company to the Parent Company for the 11 months ending 30 November 2019, which is calculated with reference to the revenue from the principal business of the Company for the year ended 31 December 2018.

Accordingly, the Company proposed to revise the annual cap of the license fee payable by the Company to the Parent Company under the 2016 Trademark License Agreement for the 11 months ending 30 November 2019 as follows:

For the 11 months ending 30 November 2019 (RMB)

Original annual cap	97	million
Revised annual cap	110	million

According to the 2016 Trademark License Agreement, the license fee for the year ending 31 December 2019 is payable by the Company on or before 15 May 2019. As at the date of this announcement, the license fee for the period from 1 January 2019 to 30 November 2019 has not been paid. Such license fee shall be paid by the Company upon the receipt of the value-added tax invoice provided by the Parent Company. Save as disclosed above, the pricing policy and other terms of the 2016 Trademark License Agreement have not been changed or modified in any way. Details of the terms of the 2016 Trademark License Agreement are set out in the paragraph headed "TRADEMARK LICENSE AGREEMENT" in the Announcement.

Basis of determining the revised annual cap under the 2016 Trademark License Agreement

The above revised annual cap is arrived at after taking into account the total revenue from the principal business of the Company for the year ended 31 December 2018. As the Company has recorded revenue from the principal business in the amount of RMB11,262.512 million for the year ended 31 December 2018, it is anticipated that the Company shall pay the license fee of approximately RMB103.239693 million to the Parent Company for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement. Hence, the annual cap for the license fee payable by the Company to the Parent Company under the 2016 Trademark License Agreement has been correspondingly increased to RMB110 million for the 11 months ending 30 November 2019.

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Historical figures

The historical transaction amounts of license fees from the Company to the Parent Company in respect of the transactions contemplated under the 2016 Trademark License Agreement for the three years ended 31 December 2018 are as follows:

		For the		For the		For the
	year ended	year ended	year ended
	31 December	31 December	31 December
		2016		2017		2018
		(RMB)		(RMB)		(RMB)
	(audited)	(audited)	(audited)
Historical transaction amount	81.668	million	83.601	million	90.326	million
Annual cap	87	million	88	million	92	million
	(Note 1)

Notes:

1. This represents the maximum aggregate license fees payable by the Company for the period from 1 January 2016 to 30 November 2016 under the 2013 Trademark License Agreement and for the period from 1 December 2016 to 31 December 2016 under the 2016 Trademark License Agreement.

The license fee for the ten months ending 31 October 2019 under the 2016 Trademark License Agreement is expected to be approximately RMB93.854 million, which is within the annual cap of RMB97 million for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement.

REASONS FOR AND BENEFITS OF REVISION OF THE ANNUAL CAP UNDER THE 2016 TRADEMARK LICENSE AGREEMENT

As disclosed above, in view of the increase in the revenue from the principal business of the Company for the year ended 31 December 2018, the Board anticipates that the original annual cap for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement will not be sufficient to meet the estimated amount of license fee payable by the Company to the Parent Company for the 11 months ending 30 November 2019, which is calculated with reference to the revenue from the principal business of the Company for the preceding financial year. Hence, revision to the annual cap for the 11 months ending 30 November 2019 under the 2016 Trademark License Agreement is required.

The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the 2016 Trademark License Agreement will continue to be conducted in the ordinary and usual course of business of the Company and on normal commercial

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terms (or on terms not less favourable to the Company than terms available from or to other independent third parties), and the revised annual cap as stated above is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GENERAL

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

The Parent Company is principally engaged in the provision of ground handling services for domestic and international aviation enterprises, including supply of water, electricity, steam and energy; airport management services and counter services. It is a state-owned enterprise under CAAC.

BOARD'S APPROVAL

The revision of the annual cap in respect of the transactions contemplated under the 2016 Trademark License Agreement was approved by the Board. Since no Director has material interest in the transactions contemplated under the 2016 Trademark License Agreement, thus none of the Directors has abstained from voting at the Board meeting to approve the revised annual cap in respect of the transactions contemplated under the 2016 Trademark License Agreement.

LISTING RULES IMPLICATIONS

According to Rule 14A.54 of the Listing Rules, if the Company proposes to revise the annual caps for continuing connected transactions, the Company will be required to re-comply with the provisions of Chapter 14A of the Listing Rules in relation to the relevant connected transactions.

As at the date of this announcement, the Parent Company is the controlling shareholder of the Company, holding approximately 56.61% of the issued share capital of the Company. Therefore, the Parent Company is a connected person of the Company, and the transactions contemplated under the 2016 Trademark License Agreement constitute continuing connected transactions of the Company under Chapter 14A of the Listing Rules.

As the highest of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) of the revised annual cap in respect of the transactions contemplated under the 2016 Trademark License Agreement is more than 0.1% but less than 5%, the transactions under the 2016 Trademark License Agreement are subject to the reporting, annual review and announcement requirements, but exempt from the Independent Shareholders' approval requirement under Chapter 14A of the Listing Rules.

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DEFINITIONS

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

"2013 Trademark License	the trademark license agreement dated 23 December 2013 entered
Agreement"	into between the Company and the Parent Company in relation to
	the grant of right by the Parent Company to the Company to use the
	Trademarks in the PRC until 30 November 2016, details of which
	are set out in the announcement of the Company dated 23
	December 2013
"2016 Trademark License	the trademark license agreement dated 30 November 2016 entered
Agreement"	into between the Company and the Parent Company in relation to
	the grant of right by the Parent Company to the Company to use the
	Trademarks in the PRC until 30 November 2019, details of which
	are set out in the Announcement
"Announcement"	the announcement of the Company dated 30 November 2016 in
	relation to the continuing connected transactions in respect of the
	2016 Trademark License Agreement
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Beijing Airport"	Beijing Capital International Airport
"Board"	the board of Directors
"CAAC"	Civil Aviation Administration of China
"Company"	Beijing Capital International Airport Company Limited, a sino-
	foreign joint stock limited company incorporated in the PRC with
	limited liability, and the H Shares of which are listed on the Stock
	Exchange
"connected person"	has the meaning ascribed to it under the Listing Rules
"connected transaction"	has the meaning ascribed to it under the Listing Rules
"controlling shareholder"	has the meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company

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"H Share(s)"	overseas listed foreign shares with nominal value of RMB1.00 each
	in the registered capital of the Company
"Independent Shareholders"	the Shareholders other than the Parent Company, its associates and
	any other Shareholder who has a material interest in the
	transactions contemplated under the 2016 Trademark License
	Agreement
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Parent Company"	Capital Airports Holding Company* (首都機場集團公司), an
	enterprise established in the PRC and the controlling shareholder
	of the Company
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	share(s) of RMB1.00 each in the capital of the Company
"Shareholders"	holders of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Trademarks"	the trademarks which are registered with Trademark Office of the
	State Administration for Industry and Commerce of the PRC (中國
	國家工商行政管理總局商標局) in nine classes under the name of
	and beneficially owned by the Parent Company
"%"	per cent
	By order of the Board
	Meng Xianwei
	Secretary to the Board

Beijing, the PRC, 31 October 2019

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

Executive Directors:	Mr. Liu Xuesong, Mr. Han Zhiliang and Ms. Gao
	Lijia
Non-executive Directors:	Mr. Gao Shiqing, Mr. Yao Yabo and Mr. Ma Zheng
Independent Non-executive Directors:	Mr. Japhet Sebastian Law, Mr. Jiang Ruiming, Mr.
	Liu Guibin and Mr. Zhang Jiali

An announcement containing details of the matter is available for viewing on the website of Hong Kong Exchanges and Clearing Limited at http://www.hkexnews.hk under "Latest Listed Company Information", the website of the Company at http://www.bcia.com.cn and the website of Irasia.com at http://www.irasia.com/listco/hk/bcia.

* For identification purpose only

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