FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of April 2006
Commission File Number: 1-14396
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
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(Translation of registrant's name into English)
17/F, The Lee Gardens, 33 Hysan Avenue, Causeway Bay, Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1). __
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): __
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
2
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):_________.
3
Information furnished on this form:
Notice of Annual General Meeting, dated April 18, 2006
EXHIBIT
EXHIBIT NUMBER PAGE
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1.1 Notice of Annual General Meeting, dated April 18, 2006 5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
(Registrant)
Date: April 19, 2006 By: /s/ Peter Jackson
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Peter Jackson
Chief Executive Officer
5
EXHIBIT 1.1
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ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
[CHINESE CHARACTERS OMITTED]
(INCORPORATED IN BERMUDA WITH LIMITED LIABILITY)
(STOCK CODE: 1135)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Asia
Satellite Telecommunications Holdings Limited [CHINESE CHARACTERS OMITTED](the
"Company") will be held at 17th Floor, The Lee Gardens, 33 Hysan Avenue,
Causeway Bay, Hong Kong on Friday, 19 May 2006 at 11:30 a.m. for the purpose
of transacting the following businesses:
ORDINARY BUSINESS
(1) To receive and consider the audited Statement of Accounts and the Reports
of the Directors and Auditors of the Company for the year ended 31
December 2005.
(2) To declare a final dividend for the year ended 31 December 2005.
(3) To re-elect Directors and authorise the Directors to fix their
remuneration.
(4) To re-appoint PricewaterhouseCoopers as Auditors of the Company and
authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without modification the
following ordinary resolutions:
(5) "THAT:
(A) subject to paragraph (B) below, the exercise by the Directors during
the Relevant Period of all the powers of the Company to allot,
issue, grant, distribute and otherwise deal with additional Shares
and to make, issue or grant offers, agreements, options, warrants
and other securities which will or might require Shares to be
allotted, issued, granted, distributed or otherwise dealt with
during or after the end of the Relevant Period, be and is hereby
generally and unconditionally approved;
(B) the aggregate nominal amount of share capital allotted, issued,
granted, distributed or otherwise dealt with or agreed conditionally
or unconditionally to be allotted, issued, granted, distributed or
otherwise dealt with (whether pursuant to an option, conversion or
otherwise) by the Directors pursuant to the approval in paragraph
(A) above, otherwise than pursuant to
(i) a Rights Issue; or
(ii) any option scheme or similar arrangement for the time being
adopted for the grant or issue to officers and/or employees of
the Company and/or any of its subsidiaries of Shares or rights
to acquire Shares, pursuant to the Rules of the Company's
Share Option Scheme; or
(iii) the exercise of rights of subscription or conversion under the
terms of any warrant issued by the Company or any securities
which are convertible into Shares;
shall not exceed the aggregate of:
(a) ten percent of the aggregate nominal amount of the share
capital of the Company in issue as at the date of passing this
Resolution 5; and
(b) (if the Directors are so authorised by a separate resolution
of the shareholders of the Company) the aggregate nominal
amount of share capital of the Company purchased by the
Company subsequent to the passing of this Resolution 5 (up to
a maximum equivalent to ten percent of the aggregate nominal
amount of the share capital of the Company in issue as at the
date of this Resolution 5);
and the said approval shall be limited accordingly; and
(C) for the purpose of Resolution 5:
(i) "Relevant Period" means the period from (and including) the
date of passing of this Resolution 5 until the earlier of:
(a) the conclusion of the next AGM of the Company;
(b) the expiration of the period within which the next AGM of
the Company is required by the Bye-laws of the Company or
by law to be held; and
(c) the revocation or variation of the authority given under
this Resolution 5 by an ordinary resolution of the
shareholders of the Company in general meeting;
(ii) "Rights Issue" means an offer of Shares open for a period
fixed by the Directors to holders of Shares on the register of
members (and, if appropriate, to the holders of warrants and
other securities which carry a right to subscribe or purchase
shares in the Company on the relevant register) on a fixed
record date in proportion to their then holdings of such
Shares (and, if appropriate, such warrants and other
securities) (subject to such exclusions or other arrangements
as the Directors may deem necessary or expedient in relation
to fractional entitlements or having regard to any legal or
practical restrictions or obligations under the laws of, or
the requirements of any recognised regulatory body or any
stock exchange in, any jurisdiction or territory applicable to
the Company); and
(iii) "Shares" means shares of all classes in the capital of the
Company and warrants and other securities which carry a right
to subscribe or purchase shares in the Company."
(6) "THAT:
(A) subject to paragraph (B) below, the exercise by the Directors during
the Relevant Period of all the powers of the Company to purchase
Shares on The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") or of any other stock exchange on which the Shares may be
listed and which is recognised for this purpose by the Securities
and Futures Commission and the Stock Exchange, in accordance with
all applicable laws, including the Hong Kong Code on Share
Repurchases and the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (as amended from time to time),
be and is hereby generally and unconditionally approved;
(B) the aggregate nominal amount of Shares which may be purchased or
agreed conditionally or unconditionally to be purchased pursuant to
the approval in paragraph (A) above shall not exceed ten percent of
the aggregate nominal amount of the share capital of the Company in
issue as at the date of passing this Resolution 6, and the said
approval shall be limited accordingly; and
(C) for the purposes of this Resolution 6:
(i) "Relevant Period" means the period from (and including) the
passing of this Resolution 6 until the earlier of:
(a) the conclusion of the next AGM of the Company;
(b) the expiration of the period within which the next AGM of
the Company is required by the Bye-laws of the Company or
by law to be held; and
(c) the revocation or variation of the authority given under
this Resolution 6 by an ordinary resolution of the
shareholders of the Company in general meeting; and
(ii) "Shares" means shares of all classes in the capital of the
Company and warrants and other securities which carry a right
to subscribe or purchase shares in the Company."
(7) "THAT, conditional on the passing of Resolutions 5 and 6, the exercise by
the Directors referred to in paragraph (A) of Resolution 5 in respect of
the share capital of the Company referred to in sub-paragraph (b) of
paragraph (B) of Resolution 5, be and is hereby approved and authorised."
The principal and branch registers of members will be closed from Friday, 12
May 2006 to Friday, 19 May 2006 both days inclusive.
By order of the Board
DENIS LAU
COMPANY SECRETARY
Hong Kong, 18 April 2006
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING:
PROXY INFORMATION
1. A member entitled to attend and vote at the meeting convened by the above
notice is entitled to appoint one or more proxies to attend and, on a
poll, vote instead of him. A proxy need not be a member of the Company.
2. To be valid, a form of proxy must be delivered to the Company's
registrars, Computershare Hong Kong Investor Services Ltd, 46th Floor,
Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 48 hours
before the meeting or adjourned meeting (or 24 hours before a poll is
taken, if the poll is not taken on the same day as the meeting or
adjourned meeting). If a proxy form is signed under a power of attorney,
the power of attorney or other authority relied on to sign (or a copy
which has been certified by a notary or an office copy) must be delivered
to the Company's registrar with the proxy form, except that a power of
attorney which has already been registered with the Company need not be
so delivered. Proxy forms sent electronically or by any other data
transmission process will not be accepted. COMPLETION AND RETURN OF A
FORM OF PROXY WILL NOT PRECLUDE A MEMBER FROM ATTENDING IN PERSON AND
VOTING AT THE MEETING OR ANY ADJOURNMENT THEREOF SHOULD HE SO WISH.
DIVIDENDS
3. The register of members of the Company will be closed from Friday, 12 May
2006 to Friday, 19 May 2006 (both days inclusive), during which period no
transfer of shares in the Company was affected. In order to qualify for
the proposed final dividend, all transfers, accompanied by the relevant
share certificates, have to be lodged with the Company's registrar,
Computershare Hong Kong Services Limited, 46th Floor, Hopewell Centre,
183 Queen's Road East, Hong Kong, no later than 4:00 p.m. on Thursday, 11
May 2006.
4. The Board of Directors has recommended a final dividend for the year
ended 31 December 2005 (the "Final Dividend") of HK$0.27 per share and,
if such dividend is declared by the shareholders by passing Resolution 2,
it is expected to be paid on or about 23 May 2006 to those shareholders
whose names appeared on the Company's register of members on 19 May 2006.
DIRECTORS
5. In relation to Resolution 3 in the Notice regarding re-election of
Directors, Professor Edward CHEN, Ms. Cynthia DICKINS, Mr. Peter JACKSON
and Mr. William WADE retire at the AGM by rotation pursuant to the
Company's Bye-laws and, being eligible, offer themselves for re-election.
The re-election of these retiring Directors will be individually voted on
by Shareholders.
6. The qualifications, previous experience and length of service with the
Company of all the Directors who stand for re-election at the AGM are set
out below in paragraphs 9.1 to 9.4 in this Notice.
7. Messrs. Peter JACKSON and William WADE who stand for re-election at the
AGM had personal interests in the shares of the Company within the
meaning of Part XV of the Securities and Futures Ordinance are set out in
the "Directors' Report" on page 42 in Company's Annual Report 2005 and
are unchanged save as at 31 March 2006 being the latest practicable date
prior to the printing of the Notice (latest practicable date).
8. The amount of emoluments paid for the year ended 31 December 2005 to each
of the Directors who stand for re-election at the AGM are set out in note
20 to the consolidated financial statements.
9. Other biographical details of each of the Directors who stand for
re-election at the AGM, as required by rule 13.51(2) of the Rules
Governing the Listing of Securities on the Exchange (the Listing Rules)
as at the latest practicable date, are set out below to enable
Shareholders to make an informed decision on their re-election. Save for
the information set out in this paragraph 9 and in paragraphs 5 to 8
above, there are no other matters that need to be brought to the
attention of Shareholders in respect of the Directors who stand for
re-election at the AGM.
9.1 PROFESSOR EDWARD CHEN
Professor Edward CHEN, G.B.S., C.B.E., J.P., aged 61, has been an
Independent Non-executive Director of the Company since May 1996. He
was educated at Hong Kong University (Bachelor of Arts, Master of
Social Science) and Oxford University (Doctor of Philosophy) and is
currently President of Lingnan University in Hong Kong. He was a
member of the Executive Council of Hong Kong from 1992 to 1997 and
Chairman of the Consumer Council from 1991 to 1997. He is now
Chairman of the Press Council, a Director of First Pacific Company
Limited, a Trustee of Eaton Vance Management Funds (Boston), a
director of The Wharf (Holdings) Limited and also a director of
China Resources Peoples Telephone Company.
9.2 MS. CYNTHIA DICKINS
Ms. Cynthia DICKINS, aged 42, was appointed as a Non-executive
Director of the Company on 17 November 2005. She is currently
President of SES Asia S.A., a wholly-owned subsidiary of SES GLOBAL
S.A. ("SES GLOBAL"). She has been with the SES GLOBAL via various
predecessor companies since 1997, when she joined GE Americom as
Managing Director of Americom Asia Pacific based in Singapore. Prior
to GE, she held International Management positions with TV Shopping
Network, PanAmSat Corporation and Pharmacia (formerly Monsanto
Company). She holds a Masters of International Management degree
from the American Graduate School of International Management
(Thunderbird) in Arizona (USA) and a Bachelor of Arts degree in
International Relations from Gonzaga University, Washington (USA).
9.3 MR. PETER JACKSON
Mr. Peter JACKSON, aged 57, has been an Executive Director and the
Chief Executive Officer of the Company since May 1996, having served
in that position with AsiaSat since July 1993 prior to the listing
of the Company. He has over 27 years' experience in the
telecommunications field. Prior to his appointment as the Chief
Executive Officer in 1996, he was employed by Cable & Wireless plc
where he held engineering, marketing and management positions and
was responsible for several satellite telecommunications ventures.
9.4 MR. WILLIAM WADE
Mr. William WADE, aged 49, has been an Executive Director and the
Deputy Chief Executive Officer of the Company since May 1996, having
served in that position with AsiaSat since April 1994 prior to the
listing of the Company. He has over 21 years' experience in the
satellite and cable television industry. He speaks Mandarin Chinese
and holds a Bachelor of Arts (Honours) degree in Communications from
the University of Utah and a Masters of International Management
degree from Thunderbird (the Garvin School of International
Management).
AUDITORS' REMUNERATION
10. In relation to Resolution 4 in the Notice regarding the authorisation of
Directors to fix auditors' remuneration, Shareholders should note that,
in practice, the amount of auditors' remuneration for the year 2006 audit
cannot be determined at the beginning of the financial year. This is
because auditors' remuneration for any given year varies, in particular
by reference to the scope and extent of the audit work which is
undertaken during the year.
11. In order to be able to charge the amount of auditors' remuneration as
operating expenses for the year ending 31 December 2006, Shareholders'
approval to delegate the authority to the Directors to fix the auditors'
remuneration for the year ending 31 December 2006 is required at the AGM.
12. The work of the auditors and the amount of remuneration paid to the
auditors for the year 2005 audit has been reviewed by the Audit
Committee. The approved amount of auditors' remuneration and fees paid to
the auditors for non-audit services are disclosed on page 25 of Company's
Annual Report 2005. All non-audit services performed by the auditors were
pre-approved by the Audit Committee in line with the requirements of the
Sarbanes-Oxley Act.
SHARE REPURCHASE MANDATE
13. In relation to the general mandate referred to in Resolution 6 in the
Notice, an Ordinary Resolution was passed at the AGM on 13 May 2005
giving a general mandate to the Directors to repurchase shares of the
Company on the Stock Exchange representing up to twenty per cent of the
issued share capital of the Company. Up to the latest practicable date,
no shares were repurchased pursuant to this general mandate, which will
lapse at the conclusion of the forthcoming AGM, unless the mandate is
renewed at that meeting. The Directors believe that it is in the best
interests of the Company and its Shareholders to have a general authority
from Shareholders to enable the Directors to repurchase shares on an
opportunistic basis for the enhancement of long-term shareholder value.
Shareholders' attention is particularly drawn to the implication of share
repurchases under the Hong Kong Code on Takeovers and Mergers as set out
in the Explanatory Statement on the Share Repurchase Mandate which is
sent to Shareholders together with the Notice.
RIGHT TO DEMAND A POLL
14. Pursuant to Article 78 of the Bye-law of the Company, every resolution
put to vote to a general meeting shall be decided on a show of hands
unless a poll is (before or on the declaration of the result of the show
of hands or on the withdrawal of any other demand for a poll) demanded:-
(a) by the Chairman of the meeting; or
(b) by at least three members present in person (or, in the case of a
member being a corporation, by its duly authorised representative)
or by proxy for the time being entitled to vote at the meeting; or
(c) by any member or members present in person (or, in the case of a
member being a corporation, by its duly authorised representative)
or by proxy and representing not less than one-tenth of the total
voting rights of all the members having the right to vote at the
meeting; or
(d) by a member or members present in person (or, in the case of a
member being a corporation, by its duly authorised representative)
or by proxy and holding shares in the Company conferring a right to
vote at the meeting being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid up on
all the shares conferring the right.
Unless a poll be so demanded and not withdrawn, a declaration by the
Chairman that a resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to that
effect in the book containing the minutes of the proceedings of the
Company shall be conclusive evidence of the fact without proof of the
number or proportion of the votes recorded in favour or against such
resolution.
As at the date of this announcement, the Board comprises the following
directors:
EXECUTIVE DIRECTORS:
Mr. Peter JACKSON (CHIEF EXECUTIVE OFFICER)
Mr. William WADE (DEPUTY CHIEF EXECUTIVE OFFICER)
NON-EXECUTIVE DIRECTORS:
Mr. Romain BAUSCH (CHAIRMAN) Mr. MI Zeng Xin (DEPUTY CHAIRMAN)
Mr. Robert BEDNAREK Ms. Cynthia DICKINS
Mr. DING Yu Cheng Mr. KO Fai Wong
Mr. JU Wei Min Mr. Mark RIGOLLE
INDEPENDENT NON-EXECUTIVE DIRECTORS:
Prof. Edward CHEN Mr. R. Donald FULLERTON
Mr. Robert SZE