As filed with the Securities and Exchange Commission on January 24, 2008
Registration No. 333-13900
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Of
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
BERMUDA
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street
New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
The Bank of New York
ADR Division
One Wall Street, 29
th
Floor
New York, New York, 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[
X
] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-04858).
EXPLANATORY NOTE
The offering made under this Registration Statement has been terminated. Accordingly, the Registrant hereby deregisters all remaining American Depositary Shares previously registered by this Registration Statement that have not been issued.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 15, 16 and 18
the deposited securities
(iii)
The collection and distribution of
Articles number 4, 12, 14,
dividends
15 and 18
(iv)
The transmission of notices, reports
Articles number 11, 15 and 16
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 13, 14, 15
and 18
(vi)
The deposit or sale of securities
Articles number 12, 15 and 17
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 20 and 21
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 11
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 2, 3, 4, 5, 6 and 8
or withdraw the underlying securities
(x)
Limitation upon the liability
Articles number 18 and 21
of the depositary
3.
Fees and Charges
Articles number 7 and 8
Item - 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Amended and Restated Deposit Agreement dated as of September 28, 2001, among Asia Satellite Telecommunications Holdings Limited, The Bank of New York as Depositary, and all Owners and holders
from time to time of American Depositary Receipts issued thereunder. - Filed previously.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not Applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.
Certification under Rule 466. – Filed herewith as Exhibit 5.
Item - 4.
Undertakings
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 24, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Shares of Common Stock of the Par Value of HK$10 each, of Asia Satellite Telecommunications Holdings Limited.
By: The Bank of New York,
As Depositary
By:
/s/ U. Marianne Erlandsen
Name: U. Marianne Erlandsen
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, Asia Satellite Telecommunications Holdings Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Hong Kong, on January 24, 2008.
ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED
By:
/s/ Peter Jackson
Name: Peter Jackson
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on January 24, 2008.
/s/ Peter Jackson
Chief Executive Officer and Director
Mr. Peter Jackson
(principal executive officer)
/s/ William Wade
Deputy Chief Executive Officer and Director
Mr. William Wade
/s/ Mi Zeng Xin
Chairman and Non-executive Director
Mr. Mi Zeng Xin
/s/ Ronald J. Herman, Jr.
Deputy Chairman and Non-executive Director
Mr. Ronald J. Herman, Jr.
/s/ John F. Connelly
Non-executive Director
Mr. John F. Connelly
/s/ Mark Chen
Non-executive Director
Mr. Mark Chen
/s/ Nancy Ku
Non-executive Director
Ms. Nancy Ku
/s/ Ding Yu Cheng
Non-executive Director
Mr. Ding Yu Cheng
/s/ Ko Fai Wong
Non-executive Director
Mr. Ko Fai Wong
/s/ Ju Wei Min
Non-executive Director
Mr. Ju Wei Min
/s/ Sue Yeung
Chief Financial Officer
Ms. Sue Yeung
(principal financial and principal accounting officer)
/s/ Professor Edward Chen
Independent Non-executive Director
Professor Edward Chen
/s/ Robert Sze
Independent Non-executive Director
Mr. Robert Sze
/s/ James Watkins
Independent Non-executive Director
Mr. James Watkins
/s/ Donald J. Puglisi
Donald J. Puglisi
Puglisi & Associates
Authorized Representative in the United States
INDEX TO EXHIBITS
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Exhibit
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5
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Certificate under Rule 466.
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