APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2004

Apr 23, 2004

APT SATELLITE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 1045)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 20 MAY 2004

I/We[1]

of

being the registered holder(s) of

shares[2] of HK$0.10 each in the capital of APT

Satellite Holdings Limited (the “Company”) HEREBY APPOINT[3] the Chairman of the Meeting or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the abovementioned Annual General Meeting of the Company and at any adjournment thereof on the resolutions set out in the Notice convening the Meeting as indicated hereunder[4] .

and	at any adjournment thereof on the resolutions set out in the Notice convening the Meeting	as indicated hereund	er4.
	Resolutions	For4	Against4
1.	To receive and consider the audited consolidated financial statements and the reportsof the Directors and the auditors for the year ended 31 December 2003.
2.	(a)To elect Mr. Wong Hung Khim as a Director.
	(b)To elect Mr. Wu Zhen Mu as a Director.
	(c)To elect Mr. Lim Shyong as a Director.
	(d)To elect Mr. Tay Chek Khoon as a Director.
	(e)To elect Mr. Tong Xudong as a Director.
	(f)To elect Mr. Zhang Hainan as a Director.
	(g)To elect Mr. Tseng Ta-mon as a Director.
	(h)To authorise the Board of Directors to fix the Directors’ remuneration.
3.	To appoint Messrs. KPMG as the auditors of the Company and to authorise theBoard of Directors to fix their remuneration.
4.	To pass the ordinary resolution number 4 as set out in the Notice convening the 2004Annual General Meeting to grant a repurchase mandate to the Directors to purchaseissued shares of the Company.
5.	To pass the ordinary resolution number 5 as set out in the Notice convening the 2004Annual General Meeting to grant a general mandate to the Directors to allot, issueand deal with the additional shares of the Company.
6.	To pass the ordinary resolution number 6 as set out in the Notice convening the 2004Annual General Meeting to extend the general mandate on the issue of additionalshares.
7.	To pass the special resolution number 7 as set out in the Notice convening the 2004Annual General Meeting to amend the Bye-Laws of the Company.

Dated this

day of 2004.

Signature(s)[5]

Notes:

1. Full name(s) and the address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares in the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. A member may appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST THE RESOLUTIONS, PLEASE PLACE AN “X” IN THE APPROPRIATE BOX. If you do not indicate how you wish your proxy to vote, your proxy will exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

5. This form of proxy must be signed under the hand of the appointor or his attorney duly authorised in writing or in the case of a corporation, must be either under seal or under the hand of an officer duly authorised on that behalf.

6. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority, must be deposited with the Company’s branch share registrars in Hong Kong, Tengis Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the Meeting or adjourned meeting (as the case may be).

7. In the case of joint holders of any share, any one of such persons may vote either personally or by proxy in respect of such share, provided that if more than one of such joint holders are present at the Meeting personally or by proxy, only the person whose name stands first in the Register of Members is entitled to vote in respect thereof.

8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.