Asia Satellite Telecom : DOD-Irrevocable Undertakings - Ora Investment Pte. Ltd.

						DE D OF		Execution Version
Strictly Private & ConfidentialIRREVOCABLE UNDERTAKING
To:	The Directors
		Bowenvale Limited (the "Offeror")
		Vistra Corporate Service Centre
		Wickhams Cay II
		Road Town, Tortola VG1110
		British Virgin Islands					9 August 2019
Dear Sirs
1.	ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED (the "Company")
	We, being Ora Investment Pte. Ltd. (the "		"), refer to the proposed privatization of
		the Company by the Offeror by way ofShareholderscheme of arrangement u er Section 99 of the
		Comp	ies A 1981 of Bermuda, on and subject to such terms and conditions that are set out
		in the	nouncements dated 27 June 2019 and 3 July 2019 jointly issued by the Offeror and the
		C mpany in connection with the Proposal	"Announcements"). Unless otherwise stated,
		wordsin thi	and expressions defined in the Announc(thements shall have the same meanings when used
2.		Deed.
	We:	her by warrant as at the date of this Deed, the date of despatch of the Scheme and the
		(a)
			date immediately prior to the Effective Date that:
			(i)	we	the beneficial owner	of	16,708,437 issued Shares (the "Existi g
				Shares"), free and clear of any lien, charge, mortgage, encumbrance or any
			(ii)	third party rights whatsoever; and
			we have full power and authority to execute, deliver and give the undertakings
3.				contained herein, to perform the obligations hereunder.
	Subject to the terms and conditions of this Deed, we hereby irrevocably and unconditionally
		undertake that:					omin who is, or has in turn depo ited
		(a)	we will instruct our broker, custodian or
			Existing Shares with, a CCASS Participant, to exercise or procure the exercise of the
			voting rights attached to the Existing Shares:
			(i)	at the Court Meeting	o vote in favour of the resolution (which is to be d cided
				by poll) to approve	the Scheme as set out in paragraph (a)(ii) of the joint
				announcement of the Offeror and the Company dated 27 June 2019; and

ASIA-DOCS10748605.4

(ii)

t the duly convened SGM to vote in favour of the sp cial resolutions (which

to be decided by poll) of Shareholders to approve the reduction of the issued

share capital of

Co

p y by the cancellation of the Scheme Shares in

accordance with the

term and subject to the Conditions to be set out in the

(b)

Scheme Document;

for the period from the date hereof until the Effective Date of the Scheme, we shall not:

(i)

offer to acquire the whole or any part of the issued Shares

f the

Co pany nor permit any company in which we,

y or indirectly, Control

maketo ake such an offer, or enter into any

directlor arrangement with any

(ii)

person whether conditionally or otherwise,agreemeto do ny of the foregoing; or

or give any undertaking (whether

al

or

unconditional) to

acc pt, exercise voting rights attached to the Exist n

Shares to approve or

otherwise agree to, any offer, scheme or arrang m , merger or other business

combination made or proposed to be made inconditiorespec

of the Existing Shares by

(c)

any person other than the Offeror;

at any time during the period fr

m the date hereof and ending on the Effective Date of

the Scheme, we will not (save for the pe formance of this Deed):

or otherw se dispose

(i)

sell, offer to sell, mortgage, charg , pledge,

of or create encumbrance over, either directlyhypothecateindi

ctly, conditionally or

(ii)

unconditionally, any Existing Shares or any interest therein;

whole or

enter into any swap

r other arrangement that transfers to another,

in part, any of the economic consequences of ownership of any Existing Shares

(iii)

or any interest therein; or

enter into any transacti

n with the same effect as any transaction specified in

(d)

Clause 3(c)(i) or (ii) above;

ur nam , we will

to he extent that any of the Existing Shares are not registered in

inst uct our broker, custodian or

ominee who is, o

has in turn dep

ited the Existing

Shares with, a CCASS Participant

to procure the

registered

older(s) her of to take

such action as shall be nec ssary for Clauses 3(a)

(c) of this

Deed to be complied

(e)

with in full in respect of the Existing Shares only; and

any

we shall not circulate this Deed or make any disclo

re in connection herewith

person without your prior written consent, unless

such disclosure (i) is made

to our

directors, officers, employees, adv sers and affili

and

the directors,

officers,

employees and advisers of our affiliates,

or (ii)

iates,required by applicable law or

regulation (including but not limited to the Code

n Takeovers and Mergers) or any

governmental or regulatory body having jurisdiction over us.

For the purpose of this Clause 3:

person

dm tted to participate

Central

A.

"CCASS Participant" sh ll mean

nd Settlement System as

d rect clearing

ipant or general clearing participant,Clearing

custodian pa

an

investor participant who may be an individual or joint

B.

individuals orticipantcorporation; and

"Control" means:

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ASIA-DOCS10748605.4

a.

right to exe cise, directly or indirectly, at least 50% of the voting equity of the

b.

other person (or other comparable ownership if the person is not a corporation); or

posse sing, directly or indirectly,

ower to direct or cause the direction of the

affairs

or management of the

other person,

whether through the ownership of

voting

securities, by

or

directly or indirectly, of securities

4.

We:

ha

the power to electcontractmaj otherwise,rityof

board of directors or similar body

governing the affairs of such person.

the Scheme Documen ation and in any other

(a)

nfirm and consent to the inclusion in

document required in rel tion to the Proposal of references to the legal name and

registered office of the Shareholder and details of this Deed provided that:

(i)

he Offe or agrees and undertakes to keep all information and details relating

o the di ect or indirect ownership and the identity of any beneficial

wner of

the

Shareholder confidential and not publish or disclose any such information

or detail, save that:

(A)

the Offeror's obligation of confidence under this Clause 4(a)(i) does

not apply to any

which is in the public domain as at the

date of this Agreementinformationsubseque tly becomes publicly known or

made generally available

other than as

result of a breach by

Offeror of th s Clause 4(a)(i)), provided that the Off ror shall not usthe

any

information in the public domain to lead or direct any person to

(B)

id ntify the direct or indirect ownership of the Sh

and

the

Offeror may disclose any information relatingareholder;t the direct or

indi

ct ownership and the identity of any beneficial owner of the

Shar holder if

red to do so by any judicial order, or by specific

requestrequofither

Stock Excha

ge of Hong Kong Limit

or he Securities and FuturThes Commission of Hong Kong, pr vided

writtentha prior to such disclosure, the Offeror shall, t the extent reasonably

practicable and permitted by such judicial order, The Stock Exchange

of Hong Kong Limited or the Securities and Futures Commission of

Hong Kong, consult with the Shareholder before making such

(ii)

disclosure; and

a draft of any such document is sent to us for our pr or r view and approval

(b)

(such approval not to be unreasonably withheld, conditioned or delayed); and

agree to this Deed being made available for inspection by the SFC and the Stock

5.

Exchange if required by them, and members of the public.

Scheme as set out in

The Offeror undertakes that it will procure the implementation of

Announcements in accordance with the Code on Takeovers and Mthergers and any applicablthe

6

laws.

Our undertakings contained in this Deed shall take effect from the date hereof.

7.

This Deed shall terminate immediately if:

(a)

the Proposal is not implemented by the Long Stop Date;

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ASIA-DOCS10748605.4

	b)	the Scheme is not approved at the Court Meeting;
	c)	the Reduction is not approved at the SGM;
	d)	at the Court Hearing, the Court does not sanction the Scheme;
	e)	the Scheme lapses or is withdrawn; or
8.	(f)	we are required to		our undertaking by any court or competent regulator.
Any date, time or period referrwithdrawto		this Deed s	be of the ssence except to the extent to
	which we and the Off ror agree in writing to varyhallny date, time or period, in which event the
9.	varied, date, time or period shall be of the essenc .		dy for breach of this Deed
We agree that damages w	uld not		an	adequate		and
	acknowledge that the Offero	may bebentitled to seek remedies	of specific performance
10.	other equitable relief for breach of this Deed.
Notices	A notice under or in connection with this Deed (a "Notice"):
	(a)
		(ii)	must be in writing and in the English language; and	ceive the
		delivered personally or sent by courier or by fax to the p rty due to
			to the	ddress		in paragraph 10(b) or to an alternative address,
			Noticeson or email address	fied by that party by written notice to the other
	(b)		party received before specifiedthe Not ce was despatched.
	The addresses referred to in paragraph 10(a)(ii) are:
		(i)	in the case of Ora Investment Pte. Ltd.:	Road	#37-01, Capital	Tower,
			Address:			168	Robinson
			Fax number:			Singapore 068912
					[phone]
		(ii)	Marked for the attention of 'Legal Department'; and
		in the case of the Offeror:			Able Star Associates Limited
			Address:	Jupiter Investment
				Holdings, L.L. .		Capital Mansion
				c/o The	Corporation Trust	6 Xinyuan Nanlu
				mpany			Chaoyang District
				Corporation Trust Center	Be jing 100004
				1209 Orange Street		China
				ity of Wilmington		With a copy to:
				County of New Castle		Mr. Chong Chi Yeung
				Delaware 19801
Click or tap here to enter text.		USA					Suites 2301-2304, CITIC
						Tower		`
ASIA-DOCS10748605.4

						cc: 1001 P nnsylvania	1 Tim Mei Avenue, Central,
						Avenue	NW		Hong Kong
						Washington, DC 20004
				Email		USA				[e-mail]
					[e-mail]
				address:		fr [e-mail]	[e-mail]
				Marked		[e-mail]
					Justin Zhou / Frank Lin /	QIANG Jianing / Chong, Chi
				for the	Wayne Bannon		Yeung
				attention
	(c)			of:
		A Notice is deemed to be given:
			(i)	f delivered by hand (including, without limitation, d livery by a recognised
				international courier), upon delivery at the address referred to in paragraph
				10(b);
			(iii)	sent by mail, upon proof of receipt; and
			if sent by email, at the time and on the date recorded on the face of the email
				as having b en sent, provided no delivery failure or equivalent notification has
11.				been received by the sender.			under the Contracts (Rights of
No person other than the Offeror and us shall have the
	Third		Ordinance (Cap. 623 of the Laws of HonrightKong) to enforce any term of this
	Deed. Parties)But is does not affect any right or remedy of a third party which exists or is available
12.	apart from that Ordinance.
The terms of this Deed are governed by and shall be construed in accordance with the laws of
13.	Hong Kong.		or claim		out of or in connection with this Deed,
Any dispute,
			limitation:controversy( ) an issue regardarising		tual, pre-contractual or non-contractual(including,rights
	bligations or liabil ties; and (ii) any issuecontracas	the existence, validity, re ch or termination
	withoutf this Deed	(a "Dispute") sh ll be referred to	d finally resolved by arbitration administered
	by the Hong Kong I ternational	Arbitration Centre ("HKIAC") under the HKIAC
	Administered Arbitration		Rules in force when the No		of Arbitration is submitted in
	accordance with such Rules (the "Rules"). The Rules ticear	deemed to be incorporated by
14.	ref rence into this paragraph and as may be amended by the rest of this paragraph.
The	arbitration tribunal ("Tribunal") shall consist of three	arbitrators to be appointed in
	cco dance with the Rules. The seat	f the arbitration shall be Hong Kong. The law of this
15.	arbitration paragraph shall be Hong K		law.
The language of the arbitr tion proceedings shall be English. Any award of the Tribunal shall
	be made in writing and shall be final and binding on the parties from the day it is made. The
16.	parties undertake to carry out any award without delay.	requesting, before or during arbitral
Nothing this Deed shall preve t or preclude a party
	proceedings, from the Hong Kong courts an interim fromeasure of protection (including by way
	of injunctive relief).

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ASIA-DOCS10748605.4