APT Satellite : Major and 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.

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(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 of APT Satellite Holdings Limited

A letter from the Independent Board Committee is set out on page 20 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 21 to 38 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 Monday, 21 December 2020 at 11:00 a.m. is set out on pages 45 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 Saturday, 19 December 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.

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For identification purpose only

3 December 2020

CONTENTS
Page
PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING .....................	ii
DEFINITIONS .......................................................................	1
LETTER FROM THE BOARD .........................................................	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE .............................	20
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER .............................	21
APPENDIX I - FINANCIAL INFORMATION OF THE GROUP .......................	39
41
45

GENERAL INFORMATION .........................................

APPENDIX II

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NOTICE OF THE SPECIAL GENERAL MEETING .......................................

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 Monday, 21 December 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:

(a) 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;

• (b) the Company requests attendees to wear surgical face masks inside the SGM venue at all times;

• (c) no refreshments or drinks will be served; and

• (d) 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:

''Announcement''	the announcement of the Company dated 6 November 2020;
''APSTAR 6E Satellite''	the APSTAR-6E satellite consisting of 25 forward link transponders
and 25 return link transponders;
''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 51.9% 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''	the board of directors of the Company;
''CALT''	中 國 運 載 火 箭 技 術 研 究 院 (China Academy of Launch Vehicle
Technology), a wholly-owned subsidiary of CASC;
''CASC''	中 國 航 天 科 技 集 團 有 限 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;
''CAST''	中國空間技術研究院 (China Academy of Space Technology), a
wholly-owned subsidiary of CASC;
''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 company incorporated in Bermuda
with limited liability, 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;
''Customer''	APT (HK); upon novation, all obligations and rights of APT (HK)
under the Satellite Contract will be transferred and assigned to the
Joint Venture and therefore references to the ''Customer'' shall be
construed accordingly;
''CSCC''	中 國 衛 通 集 團 股 份 有 限 公 司 (China Satellite Communications
Company Limited), a corporation listed on the Shanghai Stock
Exchange in China effective from 28 June 2019; a subsidiary of
CASC;

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