Asia Satellite Telecom : DOD-Implementation Agreement

Execution Version

___24 June 2019

ASIA SATELLITE TELECOMMUNICATIONS

HOLDINGS LIMITED

and

BOWENVALE LIMITED

IMPLEMENTATION AGREEMENT

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Tel: [phone]

www.lw.com

ASIA-DOCS10649357.10

		CONTENTS
Clause		Page
1.	INTERPRETATION	...............................................................................................................1

2. REQUEST TO PUT THE SCHEME FORWARD AND RELEASE OF

	ANNOUNCEMENT.................................................................................................................	3
3.	IMPLEMENTATION OF THE PROPOSAL .......................................................................	3
4.	OBLIGATIONS WITH REGARD TO THE SCHEME ......................................................	4
5.	REPRESENTATIONS AND WARRANTIES OF THE OFFEROR ..................................	4
6.	STOCK EXCHANGE DELISTING ......................................................................................	4
7.	ANNOUNCEMENTS ..............................................................................................................	4
8.	CONFIDENTIALITY .............................................................................................................	5
9.	TERMINATION ......................................................................................................................	5
10.	COSTS.......................................................................................................................................	6
11.	NOTICES..................................................................................................................................	6
12.	GENERAL ................................................................................................................................	7
13.	GOVERNING LAW AND JURISDICTION ........................................................................	8
SCHEDULE 1........................................................................................................................................	9
	ANNOUNCEMENT
SCHEDULE 2......................................................................................................................................	10
	OFFEROR'S REPRESENTATIONS AND WARRANTIES

ASIA-DOCS10649357.10

THIS AGREEMENT is made on 24 June 2019

BETWEEN:

1. ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED, a company incorporated in Bermuda with its registered office at Canon's Court, 22 Victoria Street,
   Hamilton HM 12, Bermuda (the "Company"); and
2. BOWENVALE LIMITED, a company incorporated in the British Virgin Islands with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the "Offeror").

INTRODUCTION:

1. The Offeror intends to acquire the shares it does not already own in the Company.
2. The acquisition is intended to be effected by means of the Scheme, a scheme of arrangement under section 99 of the Companies Act on the terms and subject to the Conditions.
3. The Offeror wishes to request the Company to put forward the Scheme to the Shareholders for consideration and this Agreement sets out the Offeror's request and the Company's agreement to put forward the Scheme to the Shareholders.

THE PARTIES AGREE as follows:

1. INTERPRETATION

1.1 In this Agreement (including the Introduction), terms used and defined in the Announcement shall have the same meaning when used herein unless otherwise defined:

"Announcement" means the joint announcement of the Offeror and the Company pursuant to Rule 3.5 of the Takeovers Code relating to the Proposal, substantially in the form set out in Schedule 1 to this Agreement;

"Applicable Laws" means with respect to any person, any laws, rules, regulations, guidelines, directives, treaties, judgments, decrees, orders or notices of any Relevant Authority that is applicable to such persons;

"Business Day" means a day other than a Saturday, Sunday or public holiday in Bermuda or Hong Kong;

"Companies Ordinance" means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

"Court Hearing(s)" means the hearing(s) by the Court of the petition for the sanction of the Scheme;

"Despatch Date" means the date of despatch or publication of the Scheme Document;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Long Stop Date" means 11 March 2020;

"Meetings" means the Court Meeting and the SGM;

"NDA" means the confidentiality agreement dated 10 April 2019 entered into between the Company and the Offeror;

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"Notice" has the meaning given to it in Clause 11.1;

"Parties" means the named parties to this Agreement and "Party" means any one of them;

"Reduction" means any reduction of issued share capital of the Company in connection with the Proposal under section 99 of the Companies Act;

"Relevant Authorities" means appropriate governments and/or governmental bodies, regulatory bodies, courts or institutions (including the SFC, the Stock Exchange, the U.S. Department of State (or any other successor U.S. regulator), the Court and the Registrar of Companies);

"Rules" has the meaning given to it in Clause 13.2;

"Scheme Document" means the composite document to be addressed to, among others, the Shareholders in relation to the Scheme and the Proposal containing, among other things, the Scheme, the notices of the Meetings and proxy forms in respect of the Meetings;

"Scheme Documentation" means the Scheme Document and any other document required to be published in connection with the Scheme;

"Shareholder" means a person entered in the register of members of the Company as the holder from time to time of the Shares;

"Transaction Documents" means this Agreement, the Announcement and the Scheme Documentation; and

"Tribunal" has the meaning given to it in Clause 13.3.

1.2 In this Agreement, unless otherwise specified:

1. references to Clauses and Schedules are to clauses in and schedules to this Agreement (unless the context otherwise requires);
2. use of any gender includes the other genders and use of the singular includes the plural and vice versa unless the context requires otherwise;
3. references to a "person" shall be construed so as to include any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
4. unless otherwise defined herein, words and expressions defined in the Companies Ordinance shall bear the same respective meanings when used in this Agreement;
5. a reference to any party to this Agreement or any other agreement or document includes the party's successors and permitted assigns;
6. the ejusdem generis principle of construction shall not apply to this Agreement. Accordingly general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words;
7. references in this Agreement to statutory provisions shall be construed as references to those provisions as respectively amended, consolidated, extended or re-enacted from time to time and any orders, regulations, instruments or other subordinate legislation made from time to time under the statute concerned;

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1. 1. any reference to a "day" (including within the phrase "Business Day") shall mean a period of 24 hours running from midnight to midnight;
   2. references to times are to Hong Kong time; and
2. A reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time. All headings and titles are inserted for convenience only. They are to be ignored in the interpretation of this Agreement.
3. The Schedule(s) form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedule(s).

2. REQUEST TO PUT THE SCHEME FORWARD AND RELEASE OF ANNOUNCEMENT

1. The Offeror hereby requests the Company to put forward the Scheme to the Shareholders and the Company agrees to do so on the terms set out in this Agreement.
2. Each Party will use all commercially reasonable endeavours to release the Announcement on the website of the Stock Exchange and the Company as soon as practicable after obtaining the approval of the SFC and the Stock Exchange but no later than five (5) Business Days after the date of this Agreement (or such later date as agreed between the Company and the Offeror). All rights and obligations in this Agreement (other than the rights and obligations in this Clause 2.2 and in Clauses 7, 8, 9, 10, 11, 12 and 13, shall be conditional upon such release of the Announcement.

3. IMPLEMENTATION OF THE PROPOSAL

1. Each Party will use its best endeavours to:
2. 1. (i) subject to the satisfaction of the Conditions (to the extent not otherwise waived by the Offeror), do and execute, or procure the doing and executing of, each necessary act, document and thing within its power to implement the Scheme; subject to having obtained the approval of the SFC and the Disinterested Scheme Shareholders, and an opinion from the Independent Financial Adviser that the proposed terms of the Roll- over Arrangements are fair and reasonable, give due consideration to such arrangements on the terms referred to in this Agreement and in the Announcement; and (iii) give effect to the matters specified in, and to act in accordance with, the Announcement, the Scheme Documentation and any order of the Court; and
   2. co-operatewith a view to (i) getting all necessary consents, approvals and clearance to achieve satisfaction of the Conditions as promptly as reasonably practicable; and
   3. 1. making the necessary request to the holders of the Share Awards to delay the vesting of the 2019 Vesting Awards.
3. The Parties will co-operate with a view to getting all necessary statutory or regulatory clearances or in complying with their obligations (including under the Listing Rules, the Takeovers Code and the Companies Act) in connection with the Proposal in a timely manner. In particular:
4. 1. the Parties will co-operate to the extent reasonably practicable to ensure that all information necessary or desirable for the making of (or responding to any requests for further information consequent upon) any notifications or filings (including draft versions) made in respect of the Proposal is supplied promptly to the Part(ies) dealing

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ASIA-DOCS10649357.10