Asia Satellite Telecom : DOD-Share Award Offer Letter

Vistra BCorporWickhamswenvalete ServiceLim tedCentre Road TownCay II BritishTortolaVirginVG1110Islands

To the Trustee		SHARE AWARD OFFER					31 July 2019
Dear Sir or Madam,
		IN RELATION TO
	THE PROP	SED PR V	ZATION OF
ASIA SATELLITE					HOLDINGS LIMITED
	BY WAYTELECOMMUNICATIONSOF SC EME OF ARRANGEMENT
UNDER SECTION 99 OF THE COMPANIES ACT OF BERMUDA
A composite scheme document (the "Scheme Document") dated the same date as this letter issued
jointly by Bowenvale Limited (the "Offeror") and Asia Sa	Telecommunications Holdings	ted (the
"Company") is enclosed with this letter	erms used but not d fined herein shall have the same meanLimings and
construction as in the Scheme Document. This letter should beelliter ad in conjunction with the Scheme Document.
The Company and	Offeror issued a joint announcement dated 27 June 2019 (the "Announcement")
which stated that, among otherthings, on 24 June 2019, the Offeror, an indirect subsidiary of C lyle and CITIC,
had entered	tion Ag eement, pursuant to which	Offeror		the Board to put forward
the ProposalintotheSchImplementSha	regarding a propo	priva ization f the Company by way of scheme
of arrangement under section 99 f the Companies Act. As s	inthehe Announcrequestedment, as part of the Proposal,
the Offeror would make an apprreholderspriate offer, namely the ShatatedAward Offer, in respect of the Non
w rds (if the Roll-over Arra gements are implemented),	or a of the Unvested Awards (if the Roll-over
Arrangements are not implemented). The Share Award Offer will be conditional upon the	Scheme becoming
effective.This letter explains the actions you	take in r lation to the Non Roll-over Awards or Unvested
Awards, as applicable. You are advised to refermustto he Scheme Document when considering them.
Your attention is also drawn to the terms and conditions of the ESAS.
TERM OF THE SHARE AWARD OFFER
The Offeror is making the Share Award Offer, which is conditional on the Scheme becoming effective,
to you pursuant to the terms of the ESAS.
The Off ror will	the Share Award Offer to cancel the Non Roll-over Awards (if the Roll-over
Arrangements are implement d), or all	f the Unvest		Awards (if the Roll-over Arrangements are not
implement d), to the extentmaketh y have not othe wise lapsed or been cancelled, in		for providing the Share
Award Off r Price for each Non Roll-over Award or Unvested Award (as pplicable)returnca celled. Co	dition l upon
the Scheme becoming effective, the Offeror shall pay to you the	Share Award Amount,	being an amount
equivalent to the Share Award Offer Pr ce multiplied by the		of the Non Roll-over	Awards	or the Unvested
Awards (as applicable) as at the Effective Date, which shallnumberheld on trust by	for		s
				and shall be paid byyou to such grantees of the Non
Roll-over Awards or the Unve ted Awards (as applicable) by reference to the number of Non Roll-over Awards
(if the Roll-over	s are implemented) or Unvested Awards (if the Roll-over Ar	ngements are not

implemented),receives such amountinArrangementeachfromcase,thetributableOfferor underto suchthe granteesShare Awardon theOfferEffective. Date as soon as practicable after you

ASIA-DOCS10748582.2

	The Share Award Offer is conditional upon the Scheme becoming effe tive. The Conditions of the
Scheme are set out in the paragraph headed "Conditions of the Proposal and the Scheme" in the section headed
Explanatory Statement in the Scheme Document.							d
	You are	advised to refer to the paragraph headed "Overs as Scheme Shareholders
Awards Holders",furtherparagraph headed "Taxation" and the paragraph headed "Registration and Payment" Shareint
section headed Explanatory Statement in the Scheme Document.						,
	Your attention is drawn to the letter from the Independ nt Board Committee to the Scheme
and in relation to the Trustee so far as the interest of the grantees of the relevant Unvested Awards	Shareholderscon erned
in the Scheme Document and the letter from Anglo Chinese, the I	dependent Financial A	viser, in the Scheme
Document, which contain the recommendation of the Independent Board Committee and of the Independent
Financial Adviser, respectively, in relation to the Proposal.
LAPSED UNVESTED AWARDS
	Please note that nothing in this tter or the Scheme Document serves to extend the life of an Unvested
Award which lapses, will lapse, or has already lapsed, under the ESAS Rules.
ACTION TO BE TAKEN UPON THE SCHEME BECOMING EFFECTIVE
	Subj ct to and conditional upon the Scheme		effective, the Trust e shall, at the direction of t
implemented)he need transfer the underlying Shares to such grantbecomings. Such payments shall be paid to the	rantees of
Board, pay the cash consideration attributable to the N	Roll-over Awards (if the Roll-over Arrangements ar
	, or all the Unvested Awards (if the	-	Arrangements are not implemented) pursuant to thhe
erms of the privatization to the grantees of Non RolRoll-ovverAwards or Unvested	Awards (as applicable), without
Non Roll-tover Awards or Unvested Awards (as applicable) within seven Business Days following the Effectivthe
Date.
RESPONSIBILITY STATEMENTS	full responsibility for the accuracy of the information
	The Directors	jointly	d severally accept
contained in this letter (in relation to the information relating to the Group only) and confirm, having made all
reasonable enquiries, that to the best of their knowl dge, opinions expressed in this letter (other than those
express by the Offeror) have	arrived at after du		and careful considerat on and there	re no other facts not
contained in this letter, the omissiobeen of which would make any statement in this letter misleading.		of
	The directors of the Offeror jointly and severally accept full responsibility for the
information contained in this letter (other than that relating to the Group) and confirm,	madeaccuracyll reasonabl
enquiries, that to the best of their	, opini	expressed in	letter (	thavinghose express	by the
Group) have been arrived at after	ue and careful consideration and there re noother facts not contained in this
letter, the omission of which woulknowledgemake any statement in this letter misleading.

ASIA-DOCS10748582.2