EXHIBIT 4.11
                                                                    ------------



                            DATED 25TH JANUARY, 2002
                            ------------------------



               ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED



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                               SHARE OPTION SCHEME
                         (ADOPTED ON 25TH JANUARY, 2002)


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                               [GRAPHIC OMITTED]
                        [LOGO - JOHNSON STOKES & MASTER]
                               SYTL/JSTC/6705134/6

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                                    CONTENTS
                                    --------

SECTION   HEADING                                                           PAGE

1.        Purpose of the Scheme................................................1

2.        Definitions and Interpretation.......................................1

3.        Administration.......................................................5

4.        Grant of Options.....................................................6

5.        Subscription Price....................................................

6.        Transferability of Options...........................................8

7.        Exercise of Options and Rights Attaching to Allotted Shares..........9

8.        Cessation of Service or Employment and Other Events.................10

9.        Lapse of Option.....................................................12

10.       Cancellation of Options.............................................12

11.       Maximum number of Shares available under the Scheme.................12

12.       Reorganisation of Capital Structure.................................14

13.       Share Capital.......................................................15

14.       Disputes............................................................15

15.       Alteration of the Scheme............................................15

16.       Termination.........................................................16

17.       Miscellaneous.......................................................16

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               ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED

                               SHARE OPTION SCHEME


1.       PURPOSE OF THE SCHEME

         The purpose of the Scheme is:

         o        to attract and retain the best quality personnel for the
                  development of the Company's businesses

         o        to provide additional incentives to Employees, directors,
                  consultants, agents, representatives and advisors

         o        to promote the long term financial success of the Company by
                  aligning the interests of Grantees to shareholders

2.       DEFINITIONS AND INTERPRETATION

2.1      Definitions

         In this Scheme the following expressions have the following meanings:

         "Adoption Date"                means 25th January, 2002 (the date on
                                        which the Scheme is adopted by
                                        resolution of the Company in general
                                        meeting);

         "affiliate"                    means a company that directly, or
                                        indirectly through one or more
                                        intermediaries, controls or is
                                        controlled by, or is under common
                                        control with, the Company and includes
                                        any company which is (a) the holding
                                        company of the Company; or (b) a
                                        subsidiary of the holding company of the
                                        Company; or (c) a subsidiary of the
                                        Company; or (d) a fellow subsidiary of
                                        the Company; or (e) the controlling
                                        shareholder of the Company; or (f) a
                                        company controlled by the controlling
                                        shareholder of the Company; or (g) a
                                        company controlled by the Company; or
                                        (h) an associated company of the holding
                                        company of the Company; or (i) an
                                        associated company of the Company;

         "Allotment Date"               the date on which Shares are allotted to
                                        a Grantee pursuant to an Option granted
                                        and exercised hereunder;

         "associate"                    has the meaning set out in the Listing
                                        Rules;


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         "associated company"           has the same meaning as in the Companies
                                        Ordinance;

         "Auditors"                     means the auditors for the time being of
                                        the Company;

         "Board"                        means the board of directors of the
                                        Company or a duly authorised committee
                                        thereof;

         "Business Day"                 means any day on which the Stock
                                        Exchange is open for the business of
                                        dealing in securities;

         "Cause"                        in relation to a Service Provider means
                                        his being guilty of serious misconduct,
                                        or having committed any act of
                                        bankruptcy or having become insolvent or
                                        having made any arrangements or
                                        composition with his creditors
                                        generally, or having been convicted of
                                        any criminal offence involving his
                                        integrity or honesty;

         "Commencement                  in respect of any particular Option, the
         Date"                          date on which that Option is deemed to
                                        have been granted in accordance with
                                        sub-paragraph 4.7 of the Scheme;

         "Company"                      means Asia Satellite Telecommunications
                                        Holdings Limited;

         "Companies Ordinance"          means the Companies Ordinance, Chapter
                                        32 of the Laws of Hong Kong;

         "connected person"             has the meaning set out in the Listing
                                        Rules;

         "control"                      means the power to exercise a
                                        controlling influence over the
                                        management or policies of a company,
                                        unless such power is solely the result
                                        of an official position with such
                                        company and any person who owns
                                        beneficially, either directly or through
                                        one or more controlled companies, more
                                        than 30 per cent. of the voting
                                        securities of a company (or such lower
                                        amount as may from time to time be
                                        specified in the Codes on Takeovers and
                                        Mergers approved by the Securities and
                                        Futures Commission (as amended from time
                                        to time) being the control for
                                        triggering a mandatory general offer)
                                        shall be deemed to control such company
                                        and "is controlled by" and "controlling"
                                        shall have the corresponding meanings;

         "Employee"                     means any person, including officers and
                                        directors (whether executive or
                                        non-executive), employed by the Company
                                        or any affiliate. A Grantee shall not
                                        cease to be an Employee in the case of
                                        (a) any leave of absence


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                                        approved by the Company or the relevant
                                        affiliate; or (b) transfers between
                                        locations of the Company; or (c)
                                        transfers between the Company and any
                                        affiliates;

         "Grantee"                      means any Participant who accepts an
                                        offer of the grant of an Option in
                                        accordance with the terms of the Scheme
                                        or (where the context so permits) the
                                        legal personal representatives of such
                                        Participant;

         "holding company"              has the same meaning as in section 2 of
                                        the Companies Ordinance;

         "immediate family members"     means a spouse, a child or step-child, a
                                        parent or step-parent, a brother,
                                        sister, step-brother or step-sister; or
                                        a mother-in-law, father-in-law,
                                        son-in-law, daughter-in-law,
                                        brother-in-law or sister-in-law

         "Listing Rules"                means the Rules Governing the Listing of
                                        Securities on the Stock Exchange, as
                                        amended from time to time;

         "Mandate Limit"                has the meaning set out in sub-paragraph
                                        11.2 of the Scheme;

         "Option"                       means an option to subscribe for Shares
                                        granted pursuant to the Scheme;

         "Option Agreement"             means the offer and acceptance letter
                                        between the Company and Grantee
                                        evidencing the terms and conditions of
                                        an individual Option as referred to in
                                        sub-paragraph 4.5. Each Option Agreement
                                        is subject to the terms and conditions
                                        of the Scheme;

         "Option Period"                means, in respect of any particular
                                        Option, such period during which the
                                        Option may be exercised as the Board may
                                        in its absolute discretion determine and
                                        specify in relation to any particular
                                        Grantee in his Option Agreement, save
                                        that such period shall not expire later
                                        than 10 years from the Commencement
                                        Date;

         "Participant"                  means a Service Provider or his related
                                        trusts and companies;

         "related trusts and            means, in relation to a Service
         companies"                     Provider, a trust solely for the benefit
                                        of the Service Provider or his immediate
                                        family members, and companies controlled
                                        solely by the Service Provider or his
                                        immediate family members;

         "Scheme"                       means this Share Option Scheme in its
                                        present or any amended form;


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         "Service Provider"             means any Employee or any consultant,
                                        agent, representative or advisor of the
                                        Company or any affiliate;

         "Shares"                       means shares of $0.10 each of the
                                        Company, or, if there has been a
                                        sub-division, consolidation,
                                        re-classification or re-construction of
                                        the share capital of the Company, shares
                                        forming part of the ordinary share
                                        capital of the Company of such other
                                        nominal amount as shall result from any
                                        such sub-division, consolidation,
                                        re-classification or re-construction;

         "shareholders"                 holders of the Shares of the Company;

         "Stock Exchange"               means The Stock Exchange of Hong Kong
                                        Limited or other principal stock
                                        exchange in Hong Kong for the time
                                        being;

         "Subscription                  means the price per Share at which a
         Price"                         Grantee may subscribe for Shares on the
                                        exercise of an Option pursuant to
                                        paragraph 5 of the Scheme;

         "subsidiary"                   has the same meaning as in section 2 of
                                        the Companies Ordinance;

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

         "$"                            means Hong Kong dollars.


2.2      CONSTRUCTION OF REFERENCES

         In this Scheme:

         (a)      any reference to a paragraph is a reference to a paragraph of
                  this Scheme; and

         (b)      any reference to a person includes an individual, a body
                  corporate, a partnership, any other unincorporated body or
                  association of persons and any state or state agency.

2.3      INTERPRETATION

         In this Scheme:

         (a)      words importing the plural include the singular and vice
                  versa; and

         (b)      words importing a gender include every gender.


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2.4      HEADINGS AND CONTENTS

         The headings and contents in this Scheme do not affect its
         interpretation.

3.       ADMINISTRATION

3.1      AUTHORITY OF THE BOARD

         The Scheme shall be subject to the administration of the Board whose
         decision shall (save as otherwise provided herein) be final and
         binding. The Board's administrative powers include the authority, in
         its discretion:-

         (a)      to select Service Providers to whom Options may be granted
                  hereunder;

         (b)      to determine, subject to the requirements of the Listing Rules
                  and the law, the time of the grant of Options;

         (c)      to determine the number of Shares to be covered by each Option
                  granted hereunder;

         (d)      to approve forms of Option Agreements;

         (e)      to determine the terms and conditions, not inconsistent with
                  the terms of the Scheme, of any Option based in each case on
                  such factors as the Board, in its sole discretion, shall
                  determine. Such terms and conditions may include, but are not
                  limited to:

                  (i)      the exercise price;

                  (ii)     the period within which the Shares must be taken up
                           under the Option, which must not be more than 10
                           years from the Commencement Date;

                  (iii)    the minimum period, if any, for which an Option must
                           be held before it can vest;

                  (iv)     the performance targets, if any, that must be
                           achieved before the Option can be exercised;

                  (iv)     the amount, if any, payable on application or
                           acceptance of the Option and the period within which
                           payments or calls must or may be made or loans for
                           such purposes must be repaid;

                  (v)      prior notification being given to the Company of up
                           to 24 hours of any intended sale of Shares allotted
                           and issued upon exercise of the Option;

         (f)      to construe and interpret the terms of the Scheme and Options
                  granted pursuant to the Scheme;


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         (g)      to prescribe, amend and rescind rules and regulations relating
                  to the Scheme, including rules and regulations relating to
                  sub-schemes established for the purpose of qualifying for
                  preferred treatment under foreign laws;

         (h)      subject to sub-paragraph 11.6, to vary the terms and
                  conditions of any Option Agreement (provided that such
                  variation is not inconsistent with the terms of the Listing
                  Rules and the Scheme).

3.2      ADMINISTRATIVE STEPS ALREADY TAKEN

         The Company has already applied to the Stock Exchange for:

         (a)      the approval of this Scheme;

         (b)      the approval of the subsequent grant of Options by the Company
                  pursuant to the terms and conditions of this Scheme; and

         (c)      the grant of listing of and permission to deal in the Shares
                  to be issued by the Company to any Grantee pursuant to the
                  terms and conditions of this Scheme.

4.       GRANT OF OPTIONS

4.1      OPTIONS TO BE OFFERED WITHIN 10 YEARS

         On and subject to the terms of the Scheme and the requirements of the
         Listing Rules (in particular as to grant of options to directors, chief
         executives and substantial shareholders of the Company or their
         respective associates), the Board shall be entitled at any time within
         10 years commencing on the Adoption Date (the timing of the grant being
         subject to the requirements of the Listing Rules and the law) to make
         an offer for the grant of an Option to any Service Provider as the
         Board may in its absolute discretion select.


4.2      THE OFFER

         An offer of the grant of an Option shall be made to a Service Provider
         by letter in such form as the Board may from time to time determine,
         specifying the number of Shares, the Subscription Price and the Option
         Period in respect of which the offer is made and further requiring the
         Participant to undertake to hold the Option on the terms on which it is
         to be granted and to be bound by the provisions of the Scheme. An offer
         may only be made on a Business Day.

4.3      TIMING OF OFFER

         An offer of the grant of an Option may not be made after a price
         sensitive event or a price sensitive matter has been the subject of a
         decision, until such price sensitive information has been publicly
         disseminated in accordance with the Listing Rules. In particular, but
         only insofar as and for so long as the Listing Rules require, no Option
         may be granted within the period of one month immediately preceding the
         earlier of:


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         (a)      the date of the Board meeting (as such date is first notified
                  to the Stock Exchange) for the approval of the Company's
                  interim or annual results; and

         (b)      the deadline for the Company to publish its interim or annual
                  results announcement and ending on the date of the results
                  announcement.

4.4      FURTHER TERMS AND CONDITIONS

         Subject to paragraph 5, the Board may grant Options in respect of which
         the Subscription Price is fixed at different prices for certain periods
         during the Option Period and may at its discretion impose additional
         terms and conditions including those set out in sub-paragraph 3.1.

4.5      ACCEPTANCE

         An offer remains open for acceptance by the Service Provider concerned
         and, provided the Board so agrees, by a related trust or company of the
         named Service Provider for a period of 28 days from the date of the
         offer (or such longer period as the Board may specify in writing) and
         when the offer of the Option is accepted, the terms of the letter
         (referred to in sub-paragraph 4.2) shall form the Option Agreement.

         An offer may not be accepted by a person who has ceased to be a Service
         Provider after the offer has been made.

         Each Grantee shall hold his Option in accordance with the terms of his
         Option Agreement.

         No offer shall be capable of or open for acceptance after the expiry of
         10 years after the Adoption Date.

         An offer of the grant of an Option shall have been accepted when the
         duplicate letter comprising acceptance of the Option duly signed by the
         Grantee together with a remittance in favour of the Company of $1.00 by
         way of consideration for the grant thereof is received by the Company.
         Such remittance shall in no circumstances be refundable. If such
         remittance is not enclosed, acceptance of an offer shall create a
         promise by the relevant Grantee to pay to the Company $1.00 on demand.

4.6      ACCEPTANCE OF FEWER SHARES

         An offer of the grant of an Option may be accepted in respect of less
         than the number of Shares which are offered provided that it is
         accepted in respect of a number of Shares (which is clearly stated in
         the acceptance of the offer) equal to a board lot for the purposes of
         trading Shares on the Stock Exchange from time to time or an integral
         multiple thereof.


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4.7      COMMENCEMENT DATE

         Subject to sub-paragraphs 11.5 and 11.6, upon an offer being accepted
         by a Participant in whole or in part in accordance with sub-paragraphs
         4.5 and 4.6, an Option in respect of the number of Shares in respect of
         which the offer was so accepted will be deemed to have been granted by
         the Company to such Participant on the date of the offer and such date
         of the offer shall be taken as the Commencement Date for such grants.

         To the extent that the offer is not accepted within 28 days (or such
         longer period as the Board may specify in writing) in the manner
         indicated in sub-paragraph 4.5, it shall be deemed to have been
         irrevocably declined.

         In respect of Options the subject of sub-paragraph 11.4, 11.5 or 11.6,
         the date of the board meeting for proposing such Option shall be deemed
         to be the Commencement Date.

4.8      OFFERS MADE TO A DIRECTOR, CHIEF EXECUTIVE OR SUBSTANTIAL SHAREHOLDER
         OF THE COMPANY OR ANY OF THEIR RESPECTIVE ASSOCIATES

         Subject to sub-paragraphs 11.4, 11.5 and 11.6, but only insofar as and
         for so long as the Listing Rules require, where any offer of an Option
         is proposed to be made to a director, chief executive or substantial
         shareholder of the Company or any of their respective associates, such
         offer must first be approved by the independent non-executive directors
         of the Company (excluding any independent non-executive director who is
         the Grantee).

5.       SUBSCRIPTION PRICE

         The Subscription Price in respect of any particular Option shall be
         such price as the Board may in its absolute discretion determine at the
         time of grant of the relevant Option (and shall be stated in the letter
         containing the offer of the grant of the Option) but the Subscription
         Price shall not be less than whichever is the higher of:

         (a)      the closing price of the Shares as stated in the Stock
                  Exchange's daily quotations sheet on the Commencement Date;

         (b)      the average closing prices of the Shares as stated in the
                  Stock Exchange's daily quotation sheets for the five Business
                  Days immediately preceding the Commencement Date; and

         (c)      the nominal value of a share.

6.       TRANSFERABILITY OF OPTIONS

         An Option shall be personal to the Grantee and shall not be assignable
         or transferable and no Grantee shall in any way sell, transfer, charge,
         mortgage, encumber or create any interest in favour of any third party
         over or in relation to any Option, or enter into any agreement so to
         do. Provided that where the Grantee is a related trust or company


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         of the Service Provider, the Option shall be deemed to have been
         transferred where the Grantee were to cease to be a related trust or
         company of a Service Provider other than by reason of the death or
         total permanent physical or mental disability of the Service Provider.

         Any breach of the foregoing shall entitle the Company to cancel any
         outstanding Option or part thereof granted to such Grantee. A
         resolution of the Board to the effect that the Grantee or the relevant
         Service Provider has or has not breached any of the foregoing shall be
         conclusive.

7.       EXERCISE OF OPTIONS AND RIGHTS ATTACHING TO ALLOTTED SHARES

7.1      PROCEDURE FOR EXERCISE

         An Option shall be exercised in whole or in part by the Grantee, to the
         extent it is exercisable, by giving notice in writing to the Company
         stating that the Option is thereby exercised and the number of Shares
         in respect of which it is so exercised. Any partial exercise of the
         Option shall be in respect of such number of Shares as from time to
         time constitutes a board lot for the purposes of trading Shares on the
         Stock Exchange or an integral multiple thereof.

7.2      EXERCISE TO BE ACCOMPANIED BY REMITTANCE

         Each such notice must be accompanied by a remittance for the full
         amount of the Subscription Price for the Shares in respect of which the
         notice is given.

7.3      DEADLINE FOR ALLOTMENT OF SHARES

         Within 40 days after receipt of the notice and, where appropriate,
         receipt of the Auditors' certificate pursuant to sub-paragraph 11.7 or
         12.1, the Company shall allot the relevant Shares to the Grantee (or,
         in the event of an exercise of Option by a personal representative, to
         the estate of the Grantee) credited as fully paid and issue to the
         Grantee (or his estate, as aforesaid) a share certificate in respect of
         the Shares so allotted.

7.4      RIGHTS ATTACHING TO ALLOTTED SHARES

         The Shares to be allotted upon the exercise of an Option shall be
         subject to all the provisions of the Bye-laws of the Company for the
         time being in force and will rank pari passu with the fully paid Shares
         in issue on the Allotment Date or, if that date falls on a day when the
         register of members of the Company is closed, the first day of the
         reopening of the register of members and accordingly will entitle the
         holders to participate in all dividends or other distributions paid or
         made on or after the Allotment Date or, if that date falls on a day
         when the register of members of the Company is closed, the first day of
         the reopening of the register of members, other than any dividend or
         other distribution previously declared or recommended or resolved to be
         paid or made with respect to a record date which shall be before the
         Allotment Date, or, if later, before the date of registration of the
         allotment in the register of members of the Company.


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8.       CESSATION OF SERVICE OR EMPLOYMENT AND OTHER EVENTS

8.1      RETIREMENT, DEATH OR TOTAL PERMANENT PHYSICAL OR MENTAL DISABILITY OF A
         SERVICE PROVIDER

         If a Grantee (or in the case of a Grantee which is a related trust or
         company of a Service Provider, the relevant Service Provider) dies or
         becomes totally permanently physically or mentally disabled while a
         Service Provider or in the case of a Service Provider being an
         Employee, retires, the Option may be exercised within such period of
         time as is specified in the Option Agreement (but in no event later
         than the expiration of the term of such Option as set forth in the
         Option Agreement).

         In the absence of a specified time in the Option Agreement or allowed
         by the Board, the Option shall remain exercisable for twelve (12)
         months following the relevant Service Provider's retirement, death or
         total permanent physical or mental disability. The Option may be
         exercised within the applicable time period by the personal
         representatives of the Service Provider.

         If, at the time of retirement, death or total permanent physical or
         mental disability, the Grantee is not vested as to his or her entire
         Option, then, unless otherwise provided in the Option Agreement or
         allowed by the Board, the Shares covered by the unvested portion of the
         Option shall immediately lapse.

         If the Option is not so exercised within the time specified above, the
         Option shall lapse.

         An Employee shall be taken to have retired on the date the Employee
         retires upon or after reaching the age of retirement specified in his
         service agreement or pursuant to any retirement policy of the Company
         or any affiliate applicable to him from time to time or in case where
         there is no such terms of retirement applicable to the Employee, with
         the approval of the Board or the board of any affiliate (as the case
         may be).

8.2      TERMINATION FOR CAUSE

         If a Grantee (or in the event of a Grantee which is a related trust or
         company of a Service Provider, the relevant Service Provider) ceases to
         be a Service Provider for Cause the Option shall immediately lapse.

         A resolution of the Board to the effect that the Grantee or relevant
         Service Provider has or has not ceased to be a Service Provider for
         Cause shall be conclusive.

8.3      TERMINATION OTHER THAN FOR RETIREMENT/DEATH/PERMANENT DISABILITY OR
         CAUSE

         If a Grantee (or in the case of a Grantee which is a related trust or
         company of a Service Provider, the relevant Service Provider) ceases to
         be a Service Provider other than pursuant to sub-paragraph 8.1 or 8.2,
         then, unless otherwise provided in the Option Agreement, the Grantee
         may exercise his or her Option within such period of time as is
         specified in the Option Agreement (but in no event later than the
         expiration of the term of such Option as set forth in the Option
         Agreement).


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         If, on the date of termination, the Grantee is not vested as to his or
         her entire Option, then, unless otherwise provided in the Option
         Agreement or allowed by the Board, the Shares covered by the unvested
         portion of the Option shall lapse.

         If the Option is not exercised within the time specified, the Option
         shall lapse.

         In the absence of a specified time in the Option Agreement or allowed
         by the Board, the Option shall immediately lapse on the date of
         termination.

8.4      GENERAL OFFER

         If a general offer by way of takeover is made to all the holders of
         Shares (or all such holders other than the offeror and/or any person
         controlled by the offeror and/or any person acting in association or
         concert with the offeror), and the offer becomes or is declared
         unconditional in all respects, the Grantee may by notice in writing to
         the Company within 21 days of such date (or such longer time as the
         Board may determine is appropriate to enable the Grantee to participate
         in the offer on a similar basis to the holders of Shares) exercise the
         Option which shall immediately vest (to the extent not already
         exercised) to its full extent or to the extent specified in such
         notice.

8.5      COMPROMISE OR ARRANGEMENT

         If a compromise or arrangement between the Company and its members or
         creditors is proposed for the purposes of the amalgamation of the
         Company with any other company or companies, the Company shall give
         notice to the Grantee on the same date as it despatches the notice to
         each member or creditor of the Company summoning the meeting to
         consider such a compromise or arrangement, and thereupon the Grantee
         (or his personal representatives) may until the expiry of the period
         commencing with such date and ending with the earlier of the date 2
         calendar months thereafter or the date on which such compromise or
         arrangement is sanctioned by the court exercise any of his Options
         which shall immediately vest (to the extent not already exercised)
         whether in full or in part, but the exercise of an Option as aforesaid
         shall be conditional upon such compromise or arrangement being
         sanctioned by the court and becoming effective, and upon such
         compromise or arrangement becoming effective, all Options shall lapse
         except insofar as previously exercised under the Scheme. The Company
         may require the Grantee to transfer or otherwise deal with the Shares
         issued as a result of the exercise of Options in these circumstances so
         as to place the Grantee in the same position, as nearly as possible, as
         would have been the case had such Shares been subject to such
         compromise or arrangement;

8.6      VOLUNTARY WINDING-UP OF THE COMPANY

         In the event a notice is given by the Company to its members to convene
         a general meeting for the purposes of considering, and if thought fit,
         approving a resolution to voluntarily wind-up the Company, the Company
         shall on the same date as or soon after it despatches such notice to
         each member of the Company give notice thereof to all Grantees
         (together with a notice of the existence of the provisions of this
         Clause)


                                                                         Page 11
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         and thereupon, each Grantee (or his or her personal representatives)
         shall be entitled to exercise all or any of his Options which shall
         immediately vest (to the extent not already exercised) at any time not
         later than two Business Days prior to the proposed general meeting of
         the Company by giving notice in writing to the Company, accompanied by
         a remittance for the full amount of the aggregate Subscription Price
         for the Shares in respect of which the notice is given whereupon the
         Company shall as soon as possible and, in any event, no later than the
         Business Day immediately prior to the date of the proposed general
         meeting referred to above, allot the relevant Shares to the Grantee
         credited as fully paid.

9.       LAPSE OF OPTION

         Subject to the discretion of the Board to extend the Option Period as
         referred to in sub-paragraphs 3.1, 8.1 and 8.3, an Option shall lapse
         automatically (to the extent not already exercised) on the earliest
         of:-

         (a)      the expiry of the Option Period;

         (b)      the expiry of any of the periods referred to in paragraph 8;
                  and

         (c)      the date on which the Board certifies that there has been a
                  breach of paragraph 6.

10.      CANCELLATION OF OPTIONS

         Options granted but not exercised may be cancelled by the Company with
         the approval of the Participant.

         Where the Company cancels Options and issues new ones to the same
         Grantee, the issue of such new Options may only be made under the
         Scheme with available unissued Options (excluding the cancelled
         Options) within the limits set out in sub-paragraphs 11.1, 11.2, 11.3,
         11.4 and 11.5.

11.      MAXIMUM NUMBER OF SHARES AVAILABLE UNDER THE SCHEME

11.1     OVERRIDING LIMIT

         The limit on the number of Shares which may be issued upon exercise of
         all outstanding options granted and yet to be exercised under the
         Scheme and any other schemes must not exceed 30% of the Shares in issue
         from time to time. No options may be granted under any schemes of the
         Company if this will result in the limit being exceeded.

11.2     MANDATE LIMIT

         In addition to the limit set out in sub-paragraph 11.1, the total
         number of Shares which may be issued upon exercise of all options to be
         granted under the Scheme and any other schemes must not in aggregate
         exceed 10% of the Shares in issue as at the Adoption Date being
         39,026,550 Shares ("Mandate Limit"). Options lapsed in


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         accordance with the terms of the Scheme or any other schemes will not
         be counted for the purpose of calculating the 10% limit.

11.3     REFRESHING OF MANDATE LIMIT

         The Company may refresh the Mandate Limit. However, the total number of
         Shares which may be issued upon exercise of all options to be granted
         under all of the schemes of the Company under the limit as refreshed
         must not exceed 10% of the Shares in issue as at the date of approval
         of the limit. Options previously granted under the schemes (including
         those outstanding, cancelled, lapsed in accordance with the scheme or
         exercised options) will not be counted for the purpose of calculating
         the limit as refreshed.

11.4     GRANT TO SPECIFICALLY IDENTIFIED PARTICIPANTS

         Specifically identified Participants may be granted Options beyond the
         Mandate Limit. The Company may in addition seek separate approval by
         its shareholders in general meeting for granting Options beyond the
         Mandate Limit provided the Options in excess of the limit are granted
         only to Participants specifically identified by the Company before such
         approval is sought. The date of board meeting for proposing such
         further grant should be taken as the Commencement Date for such grants.

11.5     LIMIT FOR EACH PARTICIPANT

         The total number of Shares issued and to be issued upon exercise of
         Options (whether exercised or outstanding) in any 12-month period
         granted to each Participant must not exceed 1% of the Shares in issue.
         Any further grant of Options in excess of this limit is subject to
         separate approval by the shareholders of the Company in general meeting
         with the relevant Grantee and his associates (as defined in the Listing
         Rules) abstaining from voting. The date of board meeting for proposing
         such further grant should be taken as the Commencement Date for such
         grants.

11.6     GRANT TO SUBSTANTIAL SHAREHOLDER AND INDEPENDENT NON-EXECUTIVE DIRECTOR

         Insofar and for so long as the Listing Rules so require, unless
         specifically approved by the shareholders in general meeting, no Option
         may be granted to any substantial shareholder or an independent
         non-executive director of the Company, or any of their respective
         associates, which would result in the Shares issued and to be issued
         upon exercise of all Options already granted or to be granted
         (including options exercised, cancelled and outstanding) to such person
         under the Scheme and any other scheme(s) in the 12-month period up to
         and including the date of board meeting for proposing such further
         grant:

         (a)      representing in aggregate over 0.1% of the issued share
                  capital of the Company in issue; and

         (b)      having an aggregate value, based on the closing price of the
                  Shares at the date of the board meeting for proposing such
                  further grant, in excess of HK$5 million.


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<PAGE>

         In such general meeting, the grant of Options to the substantial
         shareholder or independent non-executive director, or any of their
         respective associates shall, for so long and insofar as the Listing
         Rules so require, be approved by the shareholders of the Company by way
         of poll with all connected persons of the Company abstaining from
         voting, except that any connected person may vote against such
         resolution provided that he has informed the Company of his intention
         to do so and such intention has been stated in the relevant circular to
         shareholders.

         The date of board meeting for proposing such further grant should be
         taken as the Commencement Date for such grants.

         In addition, for so long and insofar as the Listing Rules so require
         any variation in the terms of Option granted to a Grantee who is a
         substantial shareholder or an independent non-executive director of the
         Company, or any of their respective associates, must be approved by the
         shareholders in general meeting.

11.7     ADJUSTMENT TO MAXIMUM NUMBER

         The maximum number of Shares referred to in this paragraph 11 will be
         adjusted, in such manner as the Auditors shall certify to be
         appropriate in accordance with paragraph 12, in the event of any
         alteration in the capital structure of the Company whether by way of
         capitalisation of profits or reserves, rights issue, consolidation,
         subdivision or reduction of the share capital of the Company or
         otherwise howsoever.

12.      REORGANISATION OF CAPITAL STRUCTURE

12.1     In the event of any alteration in the capital structure of the Company
         whilst any Option remains exercisable, whether by way of a
         capitalisation issue, rights issue, consolidation or subdivision of
         shares or reduction of capital or otherwise howsoever in accordance
         with legal requirements and requirements of the Stock Exchange, such
         corresponding alterations (if any) shall be made to:

         (a)      the number and/or nominal amount of Shares subject to the
                  Option so far as unexercised; and/or

         (b)      the Subscription Price; and/or

         (c)      the maximum number of Shares referred to in paragraph 11,

         as the Auditors shall certify in writing to the Board either generally
         or as regards any particular Grantee to be in their opinion fair and
         reasonable (except in the case of a capitalisation issue where no such
         certification shall be required), provided that:

         (i)      any such alterations shall be made on the basis that the
                  aggregate Subscription Price payable by a Grantee on the full
                  exercise of any Option shall remain as


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                  nearly as possible the same (but shall not be greater than) it
                  was before such event;

         (ii)     no such alterations shall be made the effect of which would be
                  to enable a Share to be issued at less than its nominal value;
                  and

         (iii)    no such alterations shall be made the effect of which would be
                  to increase the proportion of the issued share capital of the
                  Company for which any Grantee is entitled to subscribe
                  pursuant to the Options held by him.

         For the avoidance of doubt only, the issue of securities as
         consideration in a transaction shall not be regarded as a circumstance
         requiring any such alterations.

12.2     If there has been any alteration in the capital structure of the
         Company as referred to in sub-paragraph 12.1, the Company shall, in
         accordance with sub-paragraph 17.3 inform each Grantee of such
         alteration and inform the Grantee of the adjustment (if any) to be made
         in accordance with the certificate of the Auditors obtained by the
         Company for such purpose.

12.3     In giving any certificate under sub-paragraph 12.1 the Auditors shall
         be deemed to be acting as experts and not as arbitrators and their
         certification shall, in the absence of manifest error, be final and
         binding on the Company and the Grantees.

13.      SHARE CAPITAL

         The exercise of any Option shall be subject to the members of the
         Company in general meeting approving any necessary increase in the
         authorised share capital of the Company. Subject thereto, the Board
         shall make available sufficient authorised but unissued share capital
         of the Company to meet subsisting requirements on the exercise of
         Options.

14.      DISPUTES

         Any dispute arising in connection with the Scheme (whether as to the
         number of Shares the subject of an Option, the amount of the
         Subscription Price or otherwise) shall be referred to the decision of
         the Auditors who shall act as experts and not as arbitrators and whose
         decision shall be final and binding.

15.      ALTERATION OF THE SCHEME

15.1     The Scheme may be altered in any respect by resolution of the Board
         except that the provisions of the Scheme as to:

         (a)      the definitions of "affiliate", "Employee", "Grantee",
                  "immediate family members", "Option Period", "Participant" and
                  "Service Provider" in sub-paragraph 2.1; and

         (b)      the provisions of sub-paragraphs 4.1, 4.2, 4.3, 4.8,
                  paragraphs 5, 6, sub-paragraph 7.4, paragraphs 11, 12, and
                  this paragraph 15.


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         shall not be altered to the advantage of Grantees or prospective
         Grantees except with the prior sanction of a resolution of the Company
         in general meeting, provided that no such alteration shall operate to
         affect adversely the terms of issue of any Option granted or agreed to
         be granted prior to such alteration except with the consent or sanction
         of such majority of the Grantees as would be required of the
         shareholders of the Company under the Bye-laws for the time being of
         the Company for a variation of the rights attached to the Shares.

         Any alterations to the terms and conditions of the Scheme, which are of
         a material nature and any change to the terms of the Options granted,
         shall be approved by the shareholders of the Company, except where the
         alterations take effect automatically under the existing terms of the
         Scheme.

         The amended terms of the Scheme shall comply with the relevant
         requirements of Chapter 17 of the Listing Rules.

         Any change to the authority of the Board in relation to any alteration
         to the terms of the Scheme shall be approved by the shareholders of the
         Company.

15.2     Subject to the Listing Rules and the terms of the Scheme the Board may,
         at any time and in its absolute discretion, remove, waive or vary the
         conditions, restrictions or limitations imposed in an Option Agreement
         on compassionate or any other grounds.

16.      TERMINATION

         The Company by resolution in general meeting or the Board may at any
         time terminate the operation of the Scheme and in such event no further
         Options will be offered after the Scheme is terminated but in all other
         respects the provisions of the Scheme shall remain in full force and
         effect. All Options granted prior to such termination and not then
         exercised shall remain valid.

17.      MISCELLANEOUS

17.1     COSTS OF ESTABLISHING SCHEME

         The Company shall bear the costs of establishing and administering the
         Scheme, including any costs of the Auditors in relation to the
         preparation of any certificate by them or providing any other service
         in relation to this Scheme.

17.2     SCHEME NOT PART OF CONTRACT FOR SERVICES

         The Scheme shall not form part of any contract of employment or for
         services between the Company or any affiliate and any Service Provider,
         and the rights and obligations of any Service Provider under the terms
         of his office or employment or provision of service shall not be
         affected by his participation in the Scheme or any right which he may
         have to participate in it and the Scheme shall afford such Service
         Provider no additional rights to compensation or damages in consequence
         of the


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<PAGE>

         termination of such office or employment or service provider
         relationship for any reason.

         By accepting an offer of the grant of an Option a Grantee shall be
         deemed irrevocably to have waived any entitlement, by way of
         compensation for loss of office or otherwise howsoever, to any sum or
         other benefit to compensate him for or in respect of any loss of any
         rights or benefits under any Option then held by him or otherwise in
         connection with the Scheme.

         The Scheme shall not confer on any person any legal or equitable rights
         (other than those constituting the Options themselves) against the
         Company directly or indirectly or give rise to any cause of action at
         law or in equity against the Company.

17.3     TERMS OF THE SCHEME TO BE NOTIFIED TO ALL PARTICIPANTS

         The Company will provide a summary of the terms of the Scheme to all
         Participants on joining the Scheme (and a copy of this document to any
         Participant who requests such a copy). The Company will provide to all
         Participants all details relating to changes in the terms of the Scheme
         during the life of the Scheme immediately upon such changes taking
         effect.

17.4     COPIES OF NOTICES AND OTHER DOCUMENTS TO HOLDERS OF SHARES

         A Grantee shall be entitled to receive copies of all notices and other
         documents sent by the Company to holders of Shares at the same time or
         within a reasonable time of any such notices or documents being sent to
         holders of Shares.

17.5     METHOD OF SERVING NOTICE

         Any notice or other communication between the Company and a Grantee may
         be given by sending the same by prepaid post or by personal delivery
         to, in the case of the Company, its principal place of business in Hong
         Kong at 23rd Floor, East Exchange Tower, 38-40 Leighton Road, Hong Kong
         or as notified to the Grantee from time to time and, in the case of the
         Grantee, his address in Hong Kong as notified to the Company from time
         to time.

         Any notice or other communication served by post:

         (a)      by the Company shall be deemed to have been served 24 hours
                  after the same was put in the post; and

         (b)      by the Grantee shall not be deemed to have been received until
                  the same shall have been received by the Company.

17.6     REGULATORY CONSENT


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         A Grantee shall be responsible for obtaining any governmental or other
         official consent that may be required by any country or jurisdiction in
         order to permit the grant or exercise of the Option. By accepting an
         offer of the grant of an Option or exercising his Option, the Grantee
         thereof is deemed to have represented to the Company that he has
         obtained all such consents. The Company shall not be responsible for
         any failure by a Grantee to obtain any such consent or for any tax or
         other liability to which a Grantee may become subject as a result of
         his participation in the Scheme or the exercise of any Option.

17.7     GOVERNING LAW

         The Scheme and all Options granted hereunder shall be governed by and
         construed in accordance with Hong Kong law.





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