Asia Satellite Telecom : DOD-Roll-over Agreement and Irrevocable Undertakings

B wenvale Lim ted

Execution Version

Vistra Corpor

te Service Centre

Wickhams Cay II

Road Town

Tortola VG1110

British Virgin Islands

STRICTLY PRIVATE & CONFIDENTIAL

To:

R ger Shun-hong Tong ("RT")

c/o Asia Satellite Telecommunications Holdings Limited

12/F, Harbour Centre

25 Harbour Road

Wan Chai, Hong Kong

Sue Yeung ("SY")

c/o Asia Satellite Telecommunications Holdings Limited

12/F, Harbour Centre

25 Harbour Road

Wan Chai, Hong Kong

(together with "RT", the "Managers")

25 June 2019

Dear Sir/Madam,

INCENTIVE

PLAN

IN

ASIA

SATELLITE

MANAGEMENTR INVEST ICATIOARRANGEMENTS

LIMITED

-

ROLLOVER

/

1.

LECOM

U

HOLDINGS

We refer to the proposed privatisation of Asia Satellite Telecommunications Holdings

Limited (the "

pany") by Bowenvale Limited (the "Offeror") by way of a

scheme of arrangeComent (the "Scheme"), pursuant to which all of the issued shares in

the share capital of the Company (other than those already owned by the Offeror) (the

"Scheme S ares") will be canc lled in exc

nge for

ayment of the cancellation

price

cash to the holders of

e Scheme

Shares,

the proposed offer for all of the

outstanding share awards of the Company (such

awards, the "Unvest

on 22 August 2007 (as amended on 8 June 2012)outstanding20 December 2017 (such

Awards") granted under the existing share award

chemes of the Company adopted

schemes colle

the "ESAS") pursuant to which all Unvested

Awards (other

than those subjectively,to the R llover Arrangements (as defined in

2 below))

and expressions defined in

joint

announcement of the Offeroparagraphand the Company

will be cancelled for cash

on a "see thr

gh" basis. Unless othe wise stated, words

pursuant to Rule 3.5 of

the

Code on

Takeovers and

Mergers

relating to

the

Priva ization (the "Announcement") released on or about the date of this letter shall

have the same meanings when used in this letter.

ASIA-DOCS10653362.7

2.

As the

xecutive management team of the Target, you have extensive operational

and its subsidiaries

(the "Group"). To incentivize you to contin

e

to work

expertis

and an in-

understanding of the business and

f the Company

the growth of the busindepthss of the Group post-Privatization, weindustrywo ld like to offer y

u

an opportunity to

participate

in the

development

of the Group post-Privatizatitowardsn

"MIP")

on

e

date th t

the

S heme becomes

effective

(the

"Effective Date").

through the adoption by

the Company of a new manag ment incen

plan (the

Pursuant to

this

proposal,

subject

to (i) obtaining

the

consent

of

the

SFC to the

Rollover Arrangements,

(ii)

the

financi l

adviser

to

independent

board committee of Atlas statingindependentits

that the proposed terms of

Rollover Arrangements

are

of

air

and reaso able;

and (iii) the approval by the

independent

shareho ders

the

Compaopiniony of

the

Rollover

Arrangements)

collectively, the "Rollover Conditions"):

(a)

37.20% of your Unvested Awards as at the Effective Date will be rolled over

into the MIP (such unvested rolled over share awards, the "Rollover Share

Awards") by the issue of restricted share units under the MIP on a one-for-

(b)

one basis;

you shall waive the a celerated vesting of your Rollover Share Awards that

would ot

rwise

occur

upon the Scheme becoming effective pursuant to the

(c)

rules of the ESAS;

stricted share units (the "R llov r

you will be issuedand additional 0.80

Incentive RSUs") under the MIP for every

Rollover Share Award (rounded

down to the nearest whole Rollover Incentive RSU),

the foregoing proposed arrangements being the "Rollover Arrangements". Fur her

details of the Rollover Arrang ments are contained in the term sheet set out

in

3.

Appendix 1 of this letter (the "Term Sheet").

In consideration

for the

to p rticipate in the Rollover Arrangements:

(a)

you irrevocably andopportunityconditionally undertake that:

(i)

you will exercise

procure the exercise of the voting rights attached

to the Sch me Shaores

which you have a direct or indirect interest

(such shar

s, the "Existing Shares") (to the extent such voting rights

may be exercised):

A)

at

the Court Meeting to approve the Scheme; and

(B)

the duly convened SGM in favour of the special

resolutions of shareholders to

prove the reduction of the

issued share capital of the

Company by the cancellation of

(ii)

the Scheme Shares; and

ce of this

from the date hereof, you will not (save for the

grant any option over

otherwise dispose

anyperformaninter st in any

f

letter) directly or indirectly, acquire, sell, transfer, charg

, encumber,

your Existing Shares,

nor

accept any other

offer in respect of all

or

ASIA-DOCS10653362.7

Page 2

			any of your Existing	until the		of the Effective Date or
	(b)		this letter terminatingSharesinccordance withearlierpa		6 below;
	you warrant and represent as at the date of this letagraphthat you have n t
		acquired, sold, transferred, charged, encumbered, granted any option over or
		otherwise	of any interest in any of your Existing Shares within the 6
4.		month peridisposedprior to the date of this letter.			ccordance with the
For the avoidance of	doubt, if the Sche	becomes effective in
	terms and conditions of the Announcement but the Rollover Arrangements are not
	implemented due to the non-satisfaction of one or more of the R	llover Conditions,
	all of the Rollover Share Awards will	cancelled for cash and none of the Rollover
5.	Share Awards will be rolled over into thbe	MIP.
The Rollover Arrangements as set out	in this letter and the Term Sheet will
	reflected in def	itive documentation to be adopted by the Company on or before th
	Scheme bec ming effective and we (and by countersigning this letter you each) agrebe
6.	to work in good faith to finalise such definitive documentation in su h timeframe.
This letter shall terminate immediately if he Scheme lapses in accordance with the
	Announ	is	ithdrawn or terminated by the Offeror. The				of this
	letter	incementa cordance with its terms shall be without prejudice to	party's accr ed
	rights	nd remedies, obligations and liabilities under this letter as	terminationthe date of such
7.	termination.
This letter shall not be capable of being waived, va ied or amended, save by an
8.	instrument in writing executed by each of the parties hereto.				,	and will be
The		gs in	his letter are i tended	to be	legally bindi
	gover	ed by and construed in accordan	with the laws of the Hong	Kong Special
	Admiundertakiistrative Region of the People's Rcepubli	of China ("Hong Kong") and each
	party to this letter	to the non-exclusive jurisdiction of				of Hong
	Kong with respect tosubmitse subject matter of this letter.	Except asotherwi e provided
	herein, no one other	than RT, SY and the Offeror shall have any rightcourtsunder the
	C tracts (Rights of Third Parties) Ordinance (Chapter 623 of	he	Laws of Hong
	Kong) to enforce or enjoy the benefit of any undertakings in this letter.

ASIA-DOCS10653362.7	Page 3

Chong Chi Yeung

Gregory Michael Zeluck