APT Satellite : Continuing Connected Transaction

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in APT Satellite Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

*

(Incorporated in Bermuda with limited liability)

(Stock code: 1045)

CONTINUING CONNECTED TRANSACTIONS

AND

PROPOSED RE-ELECTION OF RETIRING DIRECTOR

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholders of APT Satellite Holdings Limited

A letter from the Independent Board Committee is set out on pages 17 to 18 of this circular.

A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 40 of this circular.

A notice convening the SGM to be held at the Company's principal place of business, 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Friday, 27 November 2020 at 11:00 a.m. is set out on pages 46 to 47 of this circular. Whether or not you are able to attend and/or vote at the SGM in person, you are requested to complete and sign the enclosed form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 11:00 a.m. on Wednesday, 25 November 2020 (i.e. 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be)). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

References to time and dates are to Hong Kong time and dates.

• For identification purpose only

6 November 2020

CONTENTS

		Page
PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING . . . . . . . .	ii
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . .	17
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . .	19
APPENDIX I  -	GENERAL INFORMATION . . . . . . . . . . . . . . . . . .	41
APPENDIX II  -	DETAILS OF THE RETIRING DIRECTOR PROPOSED
	TO BE RE-ELECTED AT THE SGM . . . . . . . . . . . . .	45
NOTICE OF THE SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . .	46

i

PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic, the Company will implement the following preventive measures at the special general meeting of the Company (the "SGM") to be held on Friday, 27 November 2020 at 11:00 a.m. to protect the attending shareholders of the Company (the "Shareholders"), staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the SGM venue or be required to leave the SGM venue;
2. the Company requests attendees to wear surgical face masks inside the SGM venue at all times;
3. no refreshments or drinks will be served; and
4. designated seating arrangement will be made so as to ensure appropriate social distancing.

To the extent permitted under law, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of the attendees at the SGM.

In addition, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative, by using forms of proxy with voting instructions inserted, Shareholders may appoint the chairman of the SGM as their proxy to vote on the resolutions at the SGM instead of attending the SGM in person.

ii

DEFINITIONS

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

"APT International"	APT Satellite International Company Limited, a substantial
	shareholder of the Company holding approximately 51.9% of the
	issued share capital of the Company as at the Latest Practicable Date;
"associate(s)"	the meaning ascribed to it in the Listing Rules;
"Board" or "Director(s)"	the board of directors of the Company;
"Caps"	the proposed annual caps of the Non-exempt Continuing Connected
	Transactions for each of the three financial years ending 31
	December 2023 as set out under the section headed "PROPOSED
	CAPS" in the Letter from the Board in this circular;
"CASC"	中國航天科技集團公司 (China Aerospace Science & Technology
	Corporation), a state-owned corporation established in the PRC,
	which holds effectively in aggregate 30.29% interests in the
	Company, including 27.39% indirect interests of the Company by
	virtue of holding 52.78% interests in APT International and 2.90%
	direct interests in the Company as at the Latest Practicable Date;
"CCT Agreement"	the transmission and communication services master agreement dated
	29 September 2020 entered into between the Company and CSCC in
	respect of the provision of satellite transmission service, value-added
	service for satellite telecommunication and other related professional
	and management services between the Group and CSCC and/or its
	associates;
"CCT Announcement"	the announcement of the Company dated 29 September 2020 in
	relation to the CCT Agreement;
"Company"	APT Satellite Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on the Stock
	Exchange;
"Company's Satellite Services"	has the meaning ascribed thereto in the section headed "THE CCT
	AGREEMENT" in the Letter from the Board in this circular;
"connected person(s)"	the meaning ascribed to it in the Listing Rules;

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