APT Satellite : Discloseable and Connected Transactions

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

*

(Incorporated in Bermuda with limited liability)

(Stock code: 1045)

ANNOUNCEMENT DISCLOSEABLE AND CONNECTED TRANSACTIONS:

1. PROVISION OF LOAN
2. PROVISION OF PROJECT MANAGEMENT AND TECHNICAL CONSULTANCY SERVICES

On 11 September 2017, APT (a wholly-owned subsidiary of the Company) entered into the Loan Agreement in respect of the provision of an unsecured loan in the principal amount of HK$345,462,920.30 to the Borrower (a connected person of the Company).

On 11 September 2017, APT (a wholly-owned subsidiary of the Company) entered into the Master Agreement (which contemplated the entering into of the Consultancy Agreement) in respect of provision of project management and technical consultancy services to APMS (a connected person of the Company).

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loan Agreement exceed 5% but are less than 25%, the provision of the Loan under the Loan Agreement constitutes a discloseable transaction of the Company and is therefore subject to reporting and announcement requirements, but is exempt from circular and shareholders' approval requirements under Chapter 14 of the Listing Rules.

* For identification purpose only

APMS is an associate of CASC (a corporation which holds effectively an aggregate 32.44% interests in the Company as at the date of this announcement) and the Borrower is a wholly-owned subsidiary of APMS. As such, the Borrower and APMS are connected persons of the Company under Chapter 14A of the Listing Rules. Accordingly, entering into of each of the Loan Agreement and the Master Agreement (and the Consultancy Agreement contemplated thereunder) constitute connected transactions for the Company.

One or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Loan Agreement exceed 5%. As such, the Loan Agreement and the provision of the Loan contemplated thereunder are subject to the Independent Shareholders' approval at a special general meeting of the Company.

One of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Master Agreement (and the Consultancy Agreement contemplated thereunder) exceed 5%. As such, the Master Agreement (and the Consultancy Agreement contemplated thereunder) and the transactions contemplated thereunder are subject to the Independent Shareholders' approval at a special general meeting of the Company.

A circular containing, among others, (i) details of the Loan Agreement and the Master Agreement (and the Consultancy Agreement contemplated thereunder); (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Loan Agreement and the Master Agreement (and the Consultancy Agreement contemplated thereunder); (iii) the recommendation from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Loan Agreement and the Master Agreement (and the Consultancy Agreement contemplated thereunder); (iv) a notice of the SGM; and (v) other information as required by the Listing Rules is expected to be despatched to the Shareholders on or before 3 October 2017.

(1) Provision of Loan

The Loan Agreement

Date:

11 September 2017

Parties:

1. APT Satellite Company Limited (a wholly-owned subsidiary of the Company) (as lender)

2. APT Mobile Satcom (HK) Limited (as borrower)

3. APT Mobile Satcom Limited (the holding company of the Borrower)

4. 亞太衛星通信(深圳)有限公司(APT Satellite (Shenzhen) Limited*) (a wholly-owned subsidiary of the lender)

Loan Principal:

HK$345,462,920.30

Condition Precedent:

The Loan Agreement is subject to the approval of the Independent Shareholders.

The Loan Agreement will become effective from the date on which the Independent Shareholders approve the Loan Agreement (the "Effective Date").

Interest:

Interest is payable at the rate equivalent to the benchmark interest rate for one-year to five-year loans announced by the People's Bank of China on the Effective Date accruing from the Effective Date based on the actual number of days elapsed. Interest will be paid annually except that the final instalment of the interest payable shall be paid within 60 days after the expiry of the term of the Loan. The interest rate was negotiated on an arm's length basis between APT and the Borrower and was determined based on prevalent market rates.

Purpose:

The proceeds of the Loan will be applied towards APMS's payment to government for land rental and other expenses relating to the construction and investment of satellite project.

Term of loan:

Three years from the Effective Date or from the Effective Date to the due date for final payment of the capital contribution by APT Shenzhen (whichever is shorter). The parties may agree to the extension of the term of the Loan by written agreement.

Repayment:

Repayment of the Loan will be made in cash or by way of set-off against the equivalent amount of the capital contribution payable by APT Shenzhen to APMS. Such repayment will be made by instalments and the date and amount of instalment will be determined with reference to the capital contribution notice issued by APMS to APT Shenzhen.

As disclosed in the announcement of the Company dated 14 August 2016, the board of directors of APMS shall determine from time to time the date on which the contributors pay their portion of capital contribution in RMB and will serve a written notice to the contributors regarding such due date (the "Due Date for Contribution") and payable amount (the "Contribution Payable").

The Due Date for Contribution and the Contribution Payable specified in the aforesaid written notice from APMS will be the due date and instalment sum for repayment of the Loan respectively. For calculating the instalment sum for repayment and for the purpose of repayment by way of set-off, the Contribution Payable will be converted to Hong Kong Dollars by the agreed conversion rate of RMB0.8684: HK$1. Before the Due Date for Contribution, APT will notify the Borrower whether repayment of the Loan will be satisfied by way of set-off against the Contribution Payable.

(2) Provision of project management and technical consultancy services

The Master Agreement

Date:

11 September 2017

Parties:

1. APMS

2. APT