Asia Satellite Telecom : PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Satellite Telecommunications Holdings Limited, you should at once forward this Circular with the enclosed proxy form to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Circular.

Asia Satellite Telecommunications Holdings Limited

亞 洲 衛 星 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1135)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Asia Satellite Telecommunications Holdings Limited to be held at 12th Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on 16 June 2016 at 9: 30 a.m. is set out on pages 11 to 20 of this Circular.

If you are not able to attend and/or vote at the annual general meeting in person, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

* for identification purpose only

13 May 2016

Page

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board .... ........ ....... ....... ........ ....... ........ ....... ....... 3

Appendix I - Explanatory Statement on Share Repurchase Mandate ..... ....... 7

Appendix II - Notice of Annual General Meeting 11

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

''AGM'' the annual general meeting of the Company to be held at 12th Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on 16 June 2016 at 9: 30 a.m. and any adjournment thereof

''Annual Report'' the annual report of the Company for the year ended 31

December 2015

''AsiaSat'' Asia Satellite Telecommunications Company Limited, an indirect wholly-owned subsidiary of the Company, incorporated under the laws of Hong Kong

''Board'' The board of Directors

''Bye-laws'' Bye-laws of the Company as may be amended from time to time

''Carlyle'' The Carlyle Group L.P. and its affiliates

''CITIC Group'' CITIC Group Corporation, an enterprise established and existing under the laws of the PRC

''Company'' Asia Satellite Telecommunications Holdings Limited, an exempted company incorporated in Bermuda with limited liability and the Shares of which are listed on the Stock Exchange

''Director(s)'' director(s) of the Company

''General Mandates'' collectively the Issue Mandate and the Repurchase Mandate

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollar(s), the lawful currency of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the People's Republic of China

''Issue Mandate'' the proposed mandate to allot, issue and deal with additional Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as the date of passing the resolution approving the said mandate

''Latest Practicable Date'' 9 May 2016, being the latest practicable date for ascertaining

certain information in this Circular prior to the printing of this Circular

''Listing Rules'' Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

''Repurchase Mandate'' the proposed mandate to exercise the power of the Company to

repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as the date of the resolution approving the said mandate

''SFC'' the Securities and Futures Commission of Hong Kong

''SFO'' the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''Share(s)'' ordinary share(s) of HK$0.10 each in the number of shares in issue of the Company

''Shareholder(s)'' holder(s) for the time being of Shares

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' the Code on Takeovers and Mergers issued by the Securities

and Future Commission