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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 1997
APT SATELLITE HOLDINGS LIMITED
REGISTRANT'S NAME
ROOM 3111-3112, 31/F, ONE PACIFIC PLACE, 88 QUEENSWAY, HONG KONG K3
(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
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-__________.
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APT Satellite Holdings Limited
(Incorporated in Bermuda with limited liability)
ANNOUNCEMENT OF RESULTS FOR THE YEAR ENDED 31ST DECEMBER, 1996
CHAIRMAN'S STATEMENT
APT Satellite Holdings Limited (the "Company") completed the listing and
initial public offering of its shares in December 1996 (the "IPO"), with its
shares now listed in Hong Kong and New York.
On behalf of the Board of Directors, I am pleased to present the first audited
results of the Company and its subsidiaries (the "Group") since the listing in
respect of the financial year ended 31st December, 1996:
RESULTS
On the whole, the Group performed satisfactorily. Turnover of the Group for
the year ended 31st December, 1996 was HK$367,628,000, an increase of 29 per
cent from that in 1995. The Group's turnover in 1996 also exceeded the
forecast 1996 revenue of HK$366,100,000 stated in the Company's prospectus
dated 10th December, 1996 in connection with the IPO (the "Prospectus").
Net profit attributable to shareholders for the financial year 1996 was
HK$76,520,000, a substantial increase of 418 per cent from that in 1995. Such
profit also exceeded the forecast 1996 profit after taxation but before
extraordinary item of HK$74,900,000 stated in the Prospectus.
DIVIDEND
Prior to the Group reorganisation and listing of the Company's shares in
December 1996, a special dividend in specie of HK$56,806,000 was paid by a
subsidiary of the Company to its then shareholders.
Due to the fact that the shares of the Company have only been recently listed,
the Board of Directors does not recommend the payment of any final dividend in
respect of the financial year 1996. (Financial year 1995: Nil).
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Thursday, 15th May,
1997 to Tuesday, 20th May, 1997, both dates inclusive, in order to determine
entitlements of shareholders
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to attend and vote at the Annual General Meeting of the Company (the "AGM") to
be held on 20th May, 1997. During this closure period, no transfers of shares
can be registered. In order to qualify for entitlement to attend and vote at
the AGM, transfers of shares accompanied by the relevant share certificates and
transfer forms should be lodged with the Company's branch registrars in Hong
Kong, Tengis Limited of 1601 Hutchison House, 10 Harcourt Road, Central, Hong
Kong, not later than 4 p.m. on Wednesday, 14th May, 1997.
PURCHASE, REDEMPTION OR SALE OF SHARES
Neither the Company nor any of its subsidiaries purchased, redeemed or sold any
of the Company's shares during the year under review.
GLOBAL OFFERING
The shares of the Company were listed on The Stock Exchange of Hong Kong
Limited and (in the form of American depositary shares) the New York Stock
Exchange, Inc. in December 1996 in connection with the IPO, which comprised a
global offering of the shares in North America, Europe, Hong Kong and elsewhere
in Asia.
REVIEW OF OPERATIONS
APSTAR-I, the Group's first in-orbit satellite, was a Hughes HS-376 model, and
was launched in July 1994 on a Long March 3 launch vehicle from Xichang,
People's Republic of China. Its transponders have been fully leased during the
whole of 1996, and have not experienced any anomalies that have affected its
operation. APSTAR-I has been able to provide customers of the Group with
transponder services of high quality and reliability, and these services have
generated a substantial amount of revenue for the Group.
APSTAR-IA, the Group's second in-orbit satellite, was also a Hughes HS-376
model, and was launched in July 1996 on a Long March 3 launch vehicle from
Xichang. It commenced commercial operations in September of the same year. As
at the end of 1996, almost 80 per cent of its transponders were leased to
customers. It is expected that more transponders will be leased to customers.
Over the next few years, APSTAR-IA will be a steady and significant contributor
to the Group's revenue and profits.
APSTAR-IIR, the Group's proposed third satellite, will be an SS/Loral FS-1300
satellite. Total investment for the project amounted to approximately US$216
million. The manufacture of the satellite commenced in June 1995. It is
expected to be launched from Xichang in mid-1997. The footprint of APSTAR-IIR
will stretch over more than 100 countries, serving approximately 75 per cent of
the world's population. It is designed to provide satellite services on the
bases of high power output C-band and Ku-band frequency, thereby further
strengthening the competitive advantage of the Group. During the previous
year, the progress on the production of that satellite was smooth. It is
expected that APSTAR-IIR will be launched as scheduled. As at the end of March
1997, before its launch, more than 30 per cent of the transponders on
APSTAR-IIR were already pre-leased or committed by customers.
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As described in the Prospectus, a substantial part of the proceeds of the IPO
was applied to repay bank loans for the financing of APSTAR-IA and APSTAR-IIR,
thereby reducing interest costs and improving the gearing of the Group. The
Group was provided with a good foundation for its future course of development.
EXPANSION OF BUSINESS AND INVESTING IN FUTURE
The Group's three satellites will form an integrated satellite system. The
Group is equipped with strong technical advantages. Together with the advanced
satellite control centre solely owned by the Group and experienced and
well-trained technical experts, the Group is well conditioned for market
competition.
The Group has dedicated, and will continue to dedicate, itself to becoming the
best provider of transponder services in the international and the Asia-Pacific
telecommunication and broadcasting sectors; and to try its best to exploring
new service areas including services in relation to direct broadcasting
satellites. At the same time, the Group plans to launch one more high power
output satellite that is equipped with C- band and Ku-band transponders, in
order to satisfy the expected market demand.
APPRECIATION
On behalf of all shareholders and the Board of Directors, I would like to thank
all of our customers for their continuous support of the Group, and to express
our sincere appreciation to the management and staff for their contribution to
the Group during the year and for their commitment for the future.
Xie Gag Jue
Chairman
Hong Kong, 12th April, 1997
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FINANCIAL RESULTS
<TABLE>
<CAPTION>
1996 1995
Notes HK$'000 HK$'000
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<S> <C> <C> <C>
Turnover 1 367,628 284,807
=========== ==========
Operating profit before exceptional item 99,120 84,580
Exceptional Item 2 - (69,792)
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Profit before taxation 99,120 14,788
Taxation 3 (22,600) (6)
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Net profit attributable to shareholders 76,520 14,782
Retained profits at beginning of year 54,225 39,443
Dividend 4 (56,806) -
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Retained profits at end of year 73,939 54,225
=========== ==========
Earnings per share 5 23.99 cents 4.69 cents
=========== ==========
</TABLE>
Notes:
1. The Company was incorporated in Bermuda on 17th October, 1996 as an
exempted company under the Companies Act 1981 of Bermuda (as amended).
Pursuant to a corporate reorganisation (the "Group Reorganisation") in
preparation for the listing and initial public offering of shares of
the Company, the Company acquired APT Satellite Company Limited and
its subsidiaries, through its acquisition of the entire issued share
capital of APT Satellite Investment Company Limited (the holding
company of the Group at that time), as a result of which, the Company
became the holding company of the Group on 14th November, 1996.
Details of the Group Reorganisation were contained in the prospectus
of the Company dated 10th December, 1996 issued in connection with the
aforementioned listing and initial public offering. Accordingly, the
results of the Group for the years ended 31st December, 1995 and 1996,
respectively, have been prepared using the merger basis of accounting,
under which the Company has been treated as the holding company of the
Group throughout those two years, assuming that the corporate
structure resulting from the Group Reorganisation was in place
throughout the relevant years.
2. The exceptional item for 1995 represented the net loss of the Group's
second satellite, APSTAR-II, the launch of which was unsuccessful.
3. Hong Kong profits tax has been provided at the rate of 16.5% on the
estimated assessable profits arising in Hong Kong during the year.
Taxes on profits assessable in overseas jurisdictions have been
calculated at the rates of taxation prevailing in the countries in
which the Group operates.
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4. Prior to the Group Reorganisation and listing of the Company's shares
in December 1996, a special dividend in specie of HK$56,806,000 was
paid by a subsidiary of the Company to its then shareholders.
5. The calculation of earnings per share for the year ended 31st
December, 1996 is based on the net profit attributable to shareholders
for the year of HK$76,520,000 (1995: HK$14,782,000) and the weighted
average number of shares of 319,027,397 shares (1995: 315,000,000
shares) in issue during the year.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of APT Satellite
Holdings Limited ("the Company") will be held at APT Satellite Company Limited,
Satellite Control Centre, 22 Dai Kwai Street, Tai Po Industrial Estate, Tai Po,
New Territories, Hong Kong on 20th May, 1997 at 10:00 a.m. for the following
purposes:
ORDINARY BUSINESS
1. To receive and consider the audited consolidated financial statements
and the reports of the directors and the auditors for the year ended
31st December, 1996.
2. To re-elect directors and to authorise the board of directors to fix
the directors' fees.
3. To re-appoint the auditors of the Company and to authorise the board
of directors to fix their remuneration.
SPECIAL BUSINESS
4. To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"THAT
(a) subject to paragraph (b) of this resolution, the exercise by
the directors of the Company (the "Directors") during the
Relevant Period (as defined in paragraph (c) of this
resolution) of all the powers of the Company to allot, issue
and deal with additional shares in the capital of the Company
and to make or grant offers, agreements or options which might
require the exercise of such powers either during or after the
Relevant Period, be and is hereby generally and
unconditionally approved;
(b) the aggregate nominal amount of the share capital allotted or
agreed conditionally or unconditionally to be allotted
(whether pursuant to an option or otherwise) by the Directors
pursuant to the approval in paragraph (a) of this resolution,
otherwise than pursuant to:
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(i) a Rights Issue (as defined in paragraph (d) of this
resolution);
(ii) any exercise of subscription or conversion rights
under any warrants of the Company, or any securities
which are convertible into shares of the Company, or
any share option scheme or similar arrangement for
the time being adopted by the Company 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 in the Company; or
(iii) any scrip dividend or similar arrangement providing
for the allotment of shares in lieu of the whole or
part of a dividend on shares of the Company in
accordance with the Bylaws of the Company,
shall not exceed 20% of the aggregate nominal amount of the
share capital of the Company in issue at the date of the
passing of this resolution and the said approval shall be
limited accordingly;
(c) for the purposes of this resolution, "Relevant Period" means
the period from the date of the passing of this resolution
until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting is required by the Bylaws of
the Company or the Companies Act 1981 of Bermuda or
any other applicable law to be held; and
(iii) the revocation or variation of the authority given
under this resolution by an ordinary resolution of
the shareholders of the Company in general meeting;
and
(d) for the purposes of this resolution, "Rights Issue" means an
offer of shares for a period fixed by the Directors to
shareholders on the register of members of the Company on a
fixed record date in proportion to their then holdings of
shares (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 restrictions
or obligations under the laws of any relevant jurisdiction, or
the requirements of any recognised regulatory body or any
stock exchange)."
5. To consider and, if thought fit, pass the following resolution as an
ordinary resolution: "THAT
(a) subject to paragraph (b) of this resolution, the exercise by
the directors of the Company (the "Directors") during the
Relevant Period (as defined in paragraph (c)
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of this resolution) of all the powers of the Company to
purchase issued shares in the capital of the Company, subject
to and in accordance with all applicable laws and the
requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (as amended from
time to time) or any other stock exchange recognised for this
purpose by the Securities and Futures Commission of Hong Kong,
be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of shares in the capital of the
Company which may be purchased by the Company pursuant to the
authority contained in paragraph (a) of this resolution shall
not exceed 10% of the aggregate nominal amount of the share
capital of the Company in issue at the date of the passing of
this resolution, and the said approval shall be limited
accordingly; and
(c) for the purposes of this resolution, "Relevant Period" means
the period from the date of the passing of this resolution
until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting is required by the Bylaws of
the Company or the Companies Act 1981 of Bermuda or
any other applicable law to be held; and
(iii) the revocation or variation of the authority given
under this Resolution by an ordinary resolution of
the shareholders of the Company in general meeting."
6. To consider and, if thought fit, pass the following resolution as an
ordinary resolution:
"THAT subject to the passing of resolution number 4 (the "General
Mandate Resolution") and resolution number 5 (the "Repurchase Mandate
Resolution"), each as set out in the notice convening this Meeting,
the general mandate to allot and issue shares granted to the directors
of the Company (the "Directors") under the General Mandate Resolution
shall be and is hereby extended by the addition to the aggregate
nominal amount of shares in the capital of the Company which may be
allotted or agreed conditionally or unconditionally to be allotted by
the Directors pursuant to the General Mandate Resolution of an amount
representing the aggregate nominal amount of shares in the capital of
the Company purchased by the Company pursuant to the authority granted
to the Directors under the Repurchase Mandate Resolution provided that
such amount so added shall not exceed 10% of the aggregate nominal
amount of the share capital of the Company in issue at the date of the
passing of this resolution."
By Order of the Board
Lo Kin Hang, Brian
Company Secretary
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Hong Kong, 12th April, 1997
Notes:
1. A member entitled to attend and vote at the Annual General Meeting is
entitled to appoint a proxy to attend and vote in his stead. A proxy
need not be a member of the Company.
2. In order to be valid, the form of proxy must be deposited with the
Company's branch share registrars in Hong Kong, Tengis Limited of 1601
Hutchison House, 10 Harcourt Road, Hong Kong, 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, not less than 48 hours before the time appointed for the
meeting or adjourned meeting (as the case may be).
3. The registers of members of the Company will be closed from Thursday,
15th May, 1997 to Tuesday, 20th May, 1997, both dates inclusive,
during which period no transfers of shares can be registered.
4. A circular containing an explanatory statement which provides further
details as regards resolution number 5 above will be sent to
shareholders shortly together with the 1996 Annual Report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.
APT SATELLITE HOLDINGS LIMITED
Date: May 6, 1997 By /s/ QIN SHEN
-------------------------------------
(Signature)
Name: Qin Shen
Title: Director and Vice President
