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This Circular Is Important and Requires Your Immediate Attention 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 the Company, 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 the 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) MAJOR AND CONNECTED TRANSACTION Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Independent Board Committee is set out on page 16 of this circular. A letter from Investec containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 37 of this circular. A notice convening the SGM to be held at 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Thursday, 9 January 2014 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 the enclosed form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 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. 20 December 2013 CONTENTS Page DEFINITIONS ................................................................ 1 LETTER FROM THE BOARD ................................................... 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ........................ 16 LETTER FROM INVESTEC .................................................... 17 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP .................... 38 APPENDIX II – GENERAL INFORMATION .................................... 41 NOTICE OF THE SGM ......................................................... 46 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: “Announcement” the announcement of the Company dated 22 November 2013; “APSTAR 9 Satellite” a DFH-4 series platform having 32 C-band (39.5 x 36 MHz equivalent) transponders and 14 Ku-band (21 x 36 MHz equivalent) transponders high power geostationary communications satellite; “APT (HK)” APT Satellite Company Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company; “APT International” APT Satellite International Company Limited, a substantial shareholder of the Company holding approximately 51.67% 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; “CASC” 中國航天科技集團公司 (China Aerospace Science & Technology Corporation), a state-owned corporation established in the PRC; “CGWIC” China Great Wall Industry Corporation, a company registered under the laws of the PRC and a subsidiary of CASC; “Company” APT Satellite Holdings Limited, a limited liability company incorporated in Bermuda, the shares of which are listed on the Stock Exchange; “connected person(s)” the meaning ascribed to it in the Listing Rules; “Contractor” China Great Wall Industry (Hong Kong) Corp. Limited, a company incorporated in Hong Kong and a wholly-owned subsidiary of CGWIC; “CSCC” 中國衛星通信集團有限公司 (China Satellite Communications Company Limited) (formerly known as 中國衛星通信集團公司 (China Satellite Communications Corporation)), a subsidiary of CASC; “Deliverable Items” the APSTAR 9 Satellite and other deliverable items, including but not limited to, the dynamic satellite simulator, satellite control centre and base band subsystem to be delivered by the Contractor under the Satellite Contract; 1 DEFINITIONS “Effective Date” the date when the approval of the Independent Shareholders of the Satellite Contract and the transactions contemplated thereunder is obtained at the SGM; “Ground Delivery” the delivery of APSTAR 9 Satellite on the launch site after pre shipment review for the purpose of Launch; “Group” the Company and its subsidiaries; “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China; “Independent Board Committee” an independent board committee of the Company comprising Dr. Lui King Man, Dr. Lam Sek Kong, Mr. Cui Liguo and Dr. Meng Xingguo to advise the Independent Shareholders in respect of the Satellite Contract; “Independent Financial Adviser” Investec Capital Asia Limited, a corporation licensed to conduct or “Investec” under the SFO for carrying type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Satellite Contract and the transactions contemplated thereunder; “Independent Shareholders” Shareholders other than APT International, CASC and their respective associates; “In-Orbit Delivery” the handover or transfer by the Contractor to APT (HK) of (i) the title and ownership of the APSTAR 9 Satellite and (ii) the right of control and possession of the APSTAR 9 Satellite which shall take place at the same time of final acceptance of the APSTAR 9 Satellite on the Transfer Date; “ITU” International Telecommunication Union; “Latest Practicable Date” 18 December 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular; “Launch” the point in time during the launch countdown when the engine start command is sent to the Launch Vehicle for the purpose of Launch followed by either (i) physical separation of the Launch Vehicle from the launch pad and the ground support equipment; or (ii) total loss or destruction of the spacecraft and/or the Launch Vehicle; 2 DEFINITIONS “Launch Vehicle” a Long March 3B enhanced version (LM-3BE) launch vehicle by which the APSTAR 9 Satellite is to be launched into space; “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange; “Optional Services or Items” certain optional services or items to be provided at the launch site during launch campaign or in relation to the ground support system or training and logistics as set out in the Satellite Contract; “PRC” the People’s Republic of China; “Satellite Contract” a contract for the procurement and launch of the APSTAR 9 Satellite dated 22 November 2013 and entered into between APT (HK) and the Contractor in respect of the manufacturing, delivery and launching of the APSTAR 9 Satellite; “Service Life” the period of 15 years or 5,475 days from the date of final acceptance of the APSTAR 9 Satellite; “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “SGM” the special general meeting of the Company to be held at 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong on Thursday, 9 January 2014 at 11:00 a.m. to approve the Satellite Contract and the transactions contemplated thereunder, notice of which is set out on pages 46 to 47 of this circular; “Share(s)” the share(s) of HK$0.10 each in the capital of the Company; “Shareholder(s)” the holder(s) of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “substantial shareholder” the meaning ascribed to it in the Listing Rules; “Transfer Date” the date on which the In-Orbit Delivery of the APSTAR 9 Satellite takes place; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “US$” United States dollars, the lawful currency of the United States of America; and “%” per cent. For the purpose of this circular, an exchange rate of US$1 to HK$7.8 has been adopted as the exchange rate of US dollars into HK dollars. Such exchange rate does not constitute a representation that any amounts have been, could have been, or may be exchange at such or any other rates. 3 LETTER FROM THE BOARD (Incorporated in Bermuda with limited liability) (Stock code: 1045) Executive Directors: Registered Office: Mr. Cheng Guangren (President) Clarendon House Mr. Qi Liang (Vice President) 2 Church Street Hamilton HM11 Non-executive Directors: Bermuda Mr. Lei Fanpei (Chairman) Mr. Lim Toon Head Office and Dr. Yin Yen-liang Principal Place of Business: Mr. Yong Foo Chong 22 Dai Kwai Street Mr. Zhuo Chao Tai Po Industrial Estate Mr. Fu Zhiheng Tai Po Mr. Tseng Ta-mon (Alternative Director to Dr. Yin Yen-liang) New Territories Hong Kong Independent
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