APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2008

Apr 21, 2008

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 22 MAY 2008

I/We1 of

being the registered holder(s) of shares2 of HK$0.10 each in the capital of APT Satellite Holdings Limited (the “Company”) HEREBY APPOINT3 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 hereunder4.

	Resolutions	For4	Against4
1.	To receive the audited consolidated financial statements and the reports of theDirectors and the auditors for theyear ended 31 December 2007.
2.	(i) To re-elect the following directors of the Company(a) Mr. Tong Xudong(b) Dr. Huan Guocang(c) Dr. Lui King Man(d) Dr. Lam Sek Kong(e)Mr. Cui Liguo	(a)	(a)
		(b)	(b)
		(c)	(c)
		(d)	(d)
		(e)	(e)
	(ii)To authorise the Board of Directors to fix the Directors’ remuneration.
3.	To re-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 the2008 Annual General Meeting to grant a repurchase mandate to the Directors topurchase issued shares of the Company.
5.	To pass the ordinary resolution number 5 as set out in the Notice convening the2008 Annual General Meeting to grant a general mandate to the Directors to allot,issue and deal with the additional shares of the Company.
6.	To pass the ordinary resolution number 6 as set out in the Notice convening the2008 Annual General Meeting to extend the general mandate on the issue ofadditional shares.

Dated this day of 2008. 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, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, 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.