Asia Satellite Telecom : DOD-Scheme Document

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of the Proposal or this Scheme Document or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold or otherwise transferred all your shares in Asia Satellite Telecommunications Holdings Limited, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, 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 Scheme Document.

BOWENVALE LIMITED	ASIA SATELLITE
TELECOMMUNICATIONS
(Incorporated in the British Virgin Islands	HOLDINGS LIMITED
with limited liability)
亞洲 衛 星控 股有 限公 司 *
	(Incorporated in Bermuda with limited liability)
	(Stock Code: 1135)

PROPOSED PRIVATIZATION OF

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 99 OF THE COMPANIES ACT OF BERMUDA

AND

RULE 25 TRANSACTION UNDER THE TAKEOVERS CODE

AND

PROPOSED WITHDRAWAL OF LISTING OF

ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

Financial adviser to the Offeror

Independent Financial Adviser to the Independent Board Committee

Capitalised terms used hereunder shall have the same meanings as defined in this Scheme Document. A letter from the Board is set out on pages 18 to 33 of this Scheme Document. The Explanatory Statement is set out on pages 75 to 96 of this Scheme Document. A letter from the Independent Board Committee containing its advice to the Scheme Shareholders in relation to the Proposal and the special deal relating to the Roll-over Arrangements is set out on pages 34 to 35 of this Scheme Document. A letter from Anglo Chinese containing its advice to the Independent Board Committee and the Scheme Shareholders in respect of the Proposal, the Scheme and the special deal relating to the Roll-over Arrangement, is set out on pages 36 to 74 of this Scheme Document. The actions to be taken by the Shareholders and the Scheme Shareholders are set out on pages 11 to 14 of this Scheme Document.

Notices convening the Court Meeting and the SGM to be held on Friday, 23 August 2019 are set out on pages N-1 to N-2 and SGM-1 to SGM-2 of this Scheme Document, respectively. Whether or not you are able to attend any of the Meetings or any adjournment(s) thereof in person, you are strongly urged to complete and sign the enclosed PINK form of proxy in respect of the Court Meeting and also the WHITE form of proxy in respect of the SGM in accordance with the instructions printed respectively on them, and to deposit them at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any case not later than the respective times stated under the section headed "Actions to be taken" set out on pages 11 to 14 of this Scheme Document. If the PINK form of proxy is not so lodged, it may be handed to the chairman of the Court Meeting at the Court Meeting (who shall have absolute discretion as to whether or not to accept it).

This Scheme Document is issued jointly by the Company and the Offeror.

The English language text of this Scheme Document and the Share Award Offer Letter shall prevail over the Chinese language text.

* for identification purpose only

31 July 2019

		CONTENTS
			Page
DEFINITIONS . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
ACTIONS TO BE TAKEN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . .	34
LETTER FROM ANGLO CHINESE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
APPENDIX I	-	FINANCIAL INFORMATION ON THE GROUP . . . . . . . .	I-1
APPENDIX II	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III	-	FORM OF SHARE AWARD OFFER LETTER . . . . . . . . .	III-1
THE SCHEME . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	S-1
NOTICE OF COURT MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1
NOTICE OF SGM . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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DEFINITIONS

In this Scheme Document, the following words and expressions shall have the following meanings, unless the context otherwise requires:

"2007 ESAS"	the share award scheme adopted by the Company on
	22 August 2007 (and as amended on 8 June 2012,
	20 December 2017 and 27 June 2019 respectively)
"2017 ESAS"	the share award scheme adopted by the Company on
	20 December 2017
"2018 Awards"	the Share Awards granted in July 2018 to the ESAS
	participants under the 2017 ESAS
"2018 General Mandate"	the general mandate granted to the Directors by the
	Shareholders at the annual general meeting of the
	Company held on 15 June 2018
"2019 Awards"	the Share Awards granted on 2 July 2019 to the ESAS
	participants, details of which are set out in the joint
	announcement of the Company and the Offeror dated 3
	July 2019
"2019 General Mandate"	the general mandate granted to the Directors by the
	Shareholders at the annual general meeting of the
	Company held on 14 June 2019
"2019 Vesting Awards"	398,406 Unvested Awards (being Share Awards granted
	under the 2007 ESAS) which were due to vest on 2 July
	2019 but the vesting of which has been deferred to the
	date immediately following the Effective Date or the date
	when the Scheme lapses or is otherwise terminated,
	whichever is the earlier
"Able Star"	Able Star Associates Limited, a company incorporated in
	the British Virgin Islands and an indirect subsidiary of
	CITIC and which controls 50% of the voting rights of the
	Offeror
"Acquisition Financing"	as such term is defined in the section headed
	"Explanatory Statement - Financial Resources" of this
	Scheme Document

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	DEFINITIONS
"acting in concert"	has the meaning given to it under the Takeovers Code and
	"concert party" or "concert parties" shall be construed
	accordingly
"Announcement"	the announcement dated 27 June 2019 issued jointly by
	the Company and the Offeror relating to the Proposal
"Announcement Date"	27 June 2019, being the date of the Announcement
"associate(s)"	has the meaning given to it under the Takeovers Code
"Authorisations"	all necessary authorisations, registrations, filings,
	rulings, consents, permissions and approvals required in
	connection with the Proposal
"Beneficial Owner"	any beneficial owner of the Shares whose Shares are
	registered in the name of a Registered Owner
"Board"	the board of Directors from time to time
"BofAML"	Merrill Lynch (Asia Pacific) Limited, a licensed
	corporation under the SFO, registered to conduct type 1
	(dealing in securities), type 4 (advising on securities),
	type 5 (advising on futures contracts) and type 6
	(advising on corporate finance) regulated activities under
	the SFO
"Business Day"	any day on which the Stock Exchange is open for
	transaction of business
"Carlyle"	The Carlyle Group, L.P., which is listed on the Nasdaq
	Stock Exchange (ticker reference: CG) and the ultimate
	controller of Jupiter Investment
"CCASS"	the Central Clearing and Settlement System established
	and operated by HKSCC
"CCASS Participant"	a person admitted to participate in CCASS as a
	participant, including an Investor Participant
"CITIC"	CITIC Group Corporation, an enterprise established and
	existing under the laws of the PRC and the ultimate
	controlling shareholder of Able Star

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	DEFINITIONS
"Communications Authority"	the Hong Kong Communications Authority (formerly the
	Hong Kong Broadcasting Authority)
"Company"	Asia Satellite Telecommunications Holdings Limited, an
	exempted company incorporated in Bermuda with limited
	liability, whose shares are currently listed on the Stock
	Exchange
"Companies Act"	the Companies Act 1981 (as amended) of Bermuda
"Concert Party(ies)"	those persons acting in concert or presumed to be acting
	in concert with the Offeror, including BofAML and the
	Participating Management Shareholders
"Conditions"	the conditions of the Proposal, as set out in this Scheme
	Document under the section headed "Explanatory
	Statement - Conditions of the Proposal and the Scheme"
"Court"	the Supreme Court of Bermuda
"Court Meeting"	a meeting of the Scheme Shareholders to be convened at
	the direction of the Court and which is to be held at 9:30
	a.m. on 23 August 2019 at which the Scheme (with or
	without modification) will be voted upon, notice of which
	is set out on pages N-1 to N-2 of this Scheme Document,
	or any adjournment thereof
"Court Order"	the order of the Court pursuant to Section 99(2) of the
	Companies Act sanctioning the Scheme
"Director(s)"	the director(s) of the Company
"Disinterested Scheme	the Shareholders other than the Offeror and the Concert
Shareholders"	Parties. For the avoidance of doubt, Disinterested
	Scheme Shareholders include any member of the
	BofAML group in respect of Scheme Shares held on
	behalf of its non-discretionary investment clients where
	such client (i) controls the voting rights attaching to those
	Scheme Shares; (ii) if the Scheme Shares are voted, gives
	instructions as to how those Scheme Shares are to be
	voted; and (iii) is not any one of the Offeror or the
	Concert Parties
"Disinterested Scheme Shares"	Share(s) held by the Disinterested Scheme Shareholders

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