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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
APT Satellite Holdings Limited
(Name of Issuer)
Common Stock, HK$0.10 Par Value
(Title of Class of Securities)
00203R 105
(CUSIP Number)
China Aerospace International Holdings Ltd.
21st Floor, China Aerospace Tower, Concordia Plaza, Science Museum Road
Tsimshatsui East, Hong Kong
(852) 2193 8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 19, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
China Aerospace International Holdings Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Hong Kong
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 31,200,000 shares of Common Stock, HK$0.10 par value
8. Shared Voting Power: -0-
9. Sole Dispositive Power: 31,200,000 shares of Common Stock, HK$0.10 par
value
10. Shared Dispositive Power: 214,200,000 shares of Common Stock, HK$0.10
par value
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,200,000 shares of Common Stock, HK$0.10 par value
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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13. Percent of Class Represented by Amount in Row (11)
7.4% of the Issuer's Common Stock, HK$0.10 par value;
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14. Type of Reporting Person
CO
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1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
Sinolike Investments Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 31,200,000 shares of Common Stock, HK$0.10 par value
8. Shared Voting Power: - 0 -
9. Sole Dispositive Power: 31,200,000 shares of Common Stock, HK$0.10 par
value
10. Shared Dispositive Power: 214,200,000 shares of Common Stock, HK$0.10
par value
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,200,000 shares of Common Stock, HK$0.10 par value
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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13. Percent of Class Represented by Amount in Row (11)
7.4% of the Issuer's common stock, HK$0.10 par value;
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14. Type of Reporting Person
CO
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1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
CASIL Satellite Holdings Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
WC
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6. Citizenship or Place of Organization
Hong Kong
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 14,400,000 shares of Common Stock, HK$0.10 par value
8. Shared Voting Power: - 0 -
9. Sole Dispositive Power: 14,400,000 shares of Common Stock, HK$0.10 par
value
10. Shared Dispositive Power: 214,200,000 shares of Common Stock, HK$0.10
par value
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
14,400,000 shares of Common Stock, HK$0.10 par value
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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13. Percent of Class Represented by Amount in Row (11)
3.4% of the Issuer's common stock, HK$0.10 par value;
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14. Type of Reporting Person
CO
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ITEM 1. SECURITY AND ISSUER
Securities acquired: Common Stock, HK$0.10 par value per share ("Common Stock")
Name of Issuer: APT Satellite Holdings Limited (the "Issuer")
Principal Executive Office: Room 3111-3112, 31st Floor, One Pacific Place 88
Queensway, Hong Kong
Class of Equity Security: Common Stock
ITEM 2. IDENTITY AND BACKGROUND
(a), (b), (c) and (f) This Schedule 13D is being filed by (i) China
Aerospace International Holdings Limited, a company incorporated in Hong Kong
with limited liability ("CASIL") and whose shares are traded on the Stock
Exchange of Hong Kong, (ii) Sinolike Investments Limited, a wholly owned
subsidiary of CASIL organized in the British Virgin Islands ("Sinolike"), and
(iii) CASIL Satellite Holdings Limited, previously known as Chia Tai
International Telecommunication Company Limited ("CASIL Satellite"), a company
incorporated in Hong Kong with limited liability, all the issued and outstanding
shares of which Sinolike acquired on April 20, 1998. Each of CASIL, Sinolike and
CASIL Satellite (each a "Reporting Person") is engaged in the business of
purchasing, for investment purposes, securities and other financial instruments,
and has a business address of 21st Floor, China Aerospace Tower, Concordia
Plaza, Science Museum Road, Tsimshatsui East, Hong Kong. Information relating to
the directors and executive officers of each Reporting Person is set forth on
Schedule A hereto which is incorporated herein by reference.
(d) and (e) Over the past five years, neither CASIL, Sinolike nor CASIL
Satellite, nor to the best of their knowledge any of their directors or
executive officers, has been convicted in a criminal proceeding, nor was any of
them a party to any civil proceeding of a judicial or administrative body of
competent jurisdiction where, as a result of such proceeding, it was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On April 20, 1998, Sinolike used working capital in the amount of
HK$571,050,000 to acquire the issued and outstanding capital stock of CASIL
Satellite, and in an amount (not to exceed US$5,000,000) equal to the principal
sum outstanding (as at completion) of a shareholders' loan from CASIL Satellite
to CASIL Satellite's former shareholder, Telecom Holding Company Limited, to
acquire such shareholders' loan. On April 24, 1998, Sinolike used
HK$106,596,000 of its working capital to acquire 8,400,000 shares of the Issuer
from China Telecommunications Broadcast Satellite Corporation ("ChinaSat").
Then, on June 19, 1998, Sinolike used HK$106,596,000 of its working capital to
acquire another 8,400,000 shares of the Issuer from China Aerospace Corporation
("CASC"). All transactions are described in fuller detail in Item 5 below.
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To the best of the knowledge of each Reporting Person, none of their
directors or executive officers legally or beneficially own any share of the
Issuer, directly or indirectly.
ITEM 4. PURPOSE OF THE TRANSACTION
Sinolike acquired CASIL Satellite and 16,800,000 shares of the Issuer's
Common Stock for investment purposes. Each Reporting Person, and each of their
directors and executive officers, may from time to time make additional
purchases, directly or indirectly, of the Issuer's Common Stock and may dispose
of any or all of the Issuer's Common Stock held by it. None of the Reporting
Persons, and to the best of their knowledge none of their directors and
executive officers, have any current plan or proposal which relates to, or could
result in (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of such directors or to fill
any existing vacancies on such board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any
action similar to any of those enumerated above. Each Reporting Person, and each
of their directors and executive officers, may at any time and from time to
time, review or reconsider its position with respect to the Issuer, and may
change its intentions as stated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) On April 20, 1998, Sinolike purchased all the issued and
outstanding capital stock of CASIL Satellite. CASIL Satellite legally and
beneficially owns approximately 14,400,000 shares of the Issuer's Common
Stock and 100 shares (representing one-seventh of all the issued and
outstanding capital stock) of APT Satellite International Company ("APT
International"). APT International in turn legally and beneficially owns
214,200,000 shares of Common Stock, representing approximately 51% of all the
Issuer's issued and outstanding Common Stock.
The 14,400,000 shares of the Issuer's Common Stock directly held by
CASIL Satellite represent approximately 3.4% of the Issuer's issued and
outstanding Common Stock, and each of CASIL, Sinolike and CASIL Satellite may be
deemed to have sole voting and investment power over such shares.
The 214,200,000 shares of the Issuer's Common Stock directly held by
APT International represent approximately 51% of the Issuer's issued and
outstanding Common Stock. All shareholders of APT International have entered
into a Shareholders' Agreement dated December
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6, 1996 (the "Shareholders' Agreement"), which contains (among other things)
provisions restricting the transfer or other disposal or encumbrance by any
shareholder of APT International shares in APT International, and granting
mutual rights of pre-emption among such shareholders of APT International in
the event of any proposed transfer by such a shareholder of any share(s) in APT
International. Therefore, each of CASIL, Sinolike and CASIL Satellite may be
deemed to share investment power over the 214,200,000 shares of the Issuer's
Common Stock, which power each of CASIL, Sinolike and CASIL Satellite hereby
disclaims.
On April 24, 1998, Sinolike purchased another 8,400,000 shares of the
Issuer's Common Stock, representing 2% of the Issuer's issued and outstanding
Common Stock, from ChinaSat.
On June 19, 1998, Sinolike purchased another 8,400,000 shares of the
Issuer's Common Stock, representing 2% of the Issuer's issued and outstanding
Common Stock, from CASC.
(c) Except as described herein, no Reporting Person nor, to the best
knowledge of each Reporting Person, any person identified in Item 2 above, has
effected any transaction in the Issuer's Common Stock during the preceding 60
days.
(d) To the best knowledge of each Reporting Person, no person other
than the Reporting Persons has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, shares representing
more than 5% of the Issuer's issued and outstanding Common Stock.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
All shareholders of APT International have entered into the
Shareholders' Agreement, as described in Item 5 above, which Shareholders'
Agreement was filed as an exhibit to the Schedule 13D filed by the Reporting
Person on April 29, 1998. CASIL Satellite, now wholly owned by Sinolike, is a
shareholder of APT International. In addition, both ChinaSat and CASC are
shareholders of APT International, and since Sinolike has purchased 8,400,000
shares of the Issuer's Common Stock from ChinaSat in April 1998, Sinolike has
become a party to the Shareholders' Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement, dated June 29, 1998, among the
Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigneds, the undersigneds certify that the information set forth in this
statement is true, complete and correct.
June 29, 1998
CHINA AEROSPACE INTERNATIONAL SINOLIKE INVESTMENTS LIMITED
HOLDINGS LIMITED
By: /s/ GONG Hanbing By: /s/ GONG Hanbing
Name: GONG Hanbing Name: GONG Hanbing
Title: Director Title: Director
CASIL SATELLITE HOLDINGS
LIMITED
By: /s/ GONG Hanbing
Name: GONG Hanbing
Title: Director
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SCHEDULE A
CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED
<TABLE>
<CAPTION> Present Principal
Name of Directors Business Address Occupation/Employment
- ----------------- ---------------- ---------------------
<S> <C> <C>
WANG Mei Yue 21/F., China Aerospace Tower Chairman and President of
Concordia Plaza CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
LIANG Wenhao 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
CHEN Shukang 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
LI Xue Ming 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
WU Xiaolong 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
</TABLE>
-1-
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CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED
<TABLE>
<CAPTION> Present Principal
Name of Directors Business Address Occupation/Employment
- ----------------- ---------------- ---------------------
<S> <C> <C>
GONG Hanbing 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
LEE Hung Sang ** 48/F., Office Tower Director and Deputy General
Convention Plaza Manager of Gan Ao Int'l
1 Harbour Road (Holdings) Co., Ltd.
Wanchai
Hong Kong
CHAN Ching Har, 21B, Bank of China Tower Senior Partner of Jewkes &
Eliza ** 1 Garden Road Partners
Central
Hong Kong
PAN Yue * 21/F., China Aerospace Tower Non-executive director of
Concordia Plaza CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
LI Baoan * 21/F., China Aerospace Tower Non-executive director of
Concordia Plaza CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
LIANG Kunwu * 21/F., China Aerospace Tower Executive director of CASIL
Concordia Plaza Telecommunications Holdings
1 Science Museum Road Limited
Tsim Sha Tsui East
Kowloon
Hong Kong
</TABLE>
2
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CHINA AEROSPACE INTERNATIONAL HOLDINGS LIMITED
<TABLE>
<CAPTION> Present Principal
Name of Directors Business Address Occupation/Employment
- ----------------- ---------------- ---------------------
<S> <C> <C>
SHEN Dabin * 21/F., China Aerospace Tower Non-executive director of
Concordia Plaza CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
CHEN Qiu Fa * 8/F., A, Qiancun Commercial Non-executive director of
Building, 2#, 5th District CASIL Group
Anzhen Xili
Chaoyang
Beijing
PRC 100029
WANG Guo Lin * 8/F., A, Qiancun Commercial Non-executive director of
Building, 2#, 5th District CASIL Group
Anzhen Xili
Chaoyang
Beijing
PRC 100029
</TABLE>
- END -
* non-executive directors
** independent non-executive directors
-3-
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SINOLIKE INVESTMENTS LIMITED
<TABLE>
<CAPTION> Present Principal
Name of Directors Business Address Occupation/Employment
- ----------------- ---------------- ---------------------
<S> <C> <C>
WANG Mei Yue 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
BAO Yuan 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
GONG Hanbing 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
</TABLE>
- END -
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CASIL SATELLITE HOLDINGS LIMITED
<TABLE>
<CAPTION> Present Principal
Name of Directors Business Address Occupation/Employment
- ----------------- ---------------- ---------------------
<S> <C> <C>
LIANG Wenhao 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
WU Xiaolong 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
GONG Hanbing 21/F., China Aerospace Tower Executive director and vice-
Concordia Plaza president of CASIL Group
1 Science Museum Road
Tsim Sha Tsui East
Kowloon
Hong Kong
</TABLE>
- END -
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree to file jointly the Statement on Schedule
13D (the "Statement") relating to the Common Stock, HK$0.10 par value, of APT
Satellite Holdings Limited, and any amendments thereto which may be deemed
necessary pursuant to Regulation 13D or G promulgated under Section 13 of the
Securities Exchange Act of 1934, as amended.
It is understood and agreed that a copy of this Agreement shall be
attached as an exhibit to the Statement, filed on behalf of each of the parties
thereto.
This Agreement may be executed in multiple counterparts, each of which
shall constitute an original, one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of the 29th day of June, 1998.
CHINA AEROSPACE INTERNATIONAL SINOLIKE INVESTMENTS LIMITED
HOLDINGS LIMITED
By: /s/ GONG Hanbing By: /s/ GONG Hanbing
Name: GONG Hanbing Name: GONG Hanbing
Title: Director Title: Director
CASIL SATELLITE HOLDINGS LIMITED
By: /s/ GONG Hanbing
Name: GONG Hanbing
Title: Director
