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                                                                    Exhibit 14.1

                         APT SATELLITE HOLDINGS LIMITED

                    TERMS OF REFERENCE OF THE AUDIT COMMITTEE

                 (Also known as Charter of the Audit Committee)

               (as amended on 25 June 2004 and on 11 April 2005)

      CONSTITUTION

1.    The Board hereby resolves to establish a Committee of the Board to be
      known as the Audit Committee.

      MEMBERSHIP

2.    The Committee shall be appointed by the Board from amongst the
      Non-Executive Directors of the Company. The Committee shall be composed of
      directors who are independent of the management of the Company and are
      free of any relationship that, in the opinion of the Board, would
      interfere with their exercise of independent judgment as Committee
      members. The Committee shall consist of not less than three members. A
      quorum shall be two members.

3.    The Chairman of the Committee shall be appointed by the Board.

      ATTENDANCE AT MEETINGS

4.    The Finance Director, the Head of Internal Audit, and a representative of
      the external auditors shall normally attend meetings. Other Board members
      shall also have the right of attendance. However, at least, once a year
      the Committee shall meet with the external auditors without executive
      Board members present.

5.    The Company secretary shall be the secretary of the Committee.

      FREQUENCY OF MEETINGS

6.    Meetings shall be held not less than twice a year either in person or
      through other electronic means of communication. The external auditors may
      request a meeting if they consider that one is necessary.

      AUTHORITY

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7.    The Committee is authorised by the Board to investigate any activity
      within its terms of reference. It is authorised to seek any information it
      requires from any employee and all employees are directed to co-operate
      with any request made by the Committee.

8.    The Committee is authorised by the Board to obtain outside legal or other
      independent professional advice and to secure the attendance of outsiders
      with relevant experience and expertise if it considers this necessary.

      DUTIES

9.    The duties of the Committee shall be:

      (a)   To be primarily responsible for making recommendation to the Board
            on the appointment, reappointment and removal of the external
            auditors, and to approve the remuneration and terms of engagement of
            the external auditor, and any questions of resignation or dismissal
            of that auditor;

      (b)   To discuss with the external auditors before the audit commences,
            the nature and scope of the audit and reporting obligations, and
            ensure co-ordination where more than one audit firm is involved;

      (c)   To develop and implement policy on the engagement of an external
            auditor to supply non-audit services, and the Committee should
            report to the Board, identifying any matters in respect of which it
            considers that action or improvement is needed and making
            recommendations as to the steps to be taken;

      (d)   To monitor integrity of the half-year and annual financial
            statements and, if prepared for publication, quarterly reports, and
            to review significant financial reporting judgements contained in
            them before submission to the Board, focusing particularly on:

            (i)   Any changes in accounting policies and practices;

            (ii)  Major judgmental areas;

            (iii) Significant adjustments resulting from the audit;

            (iv)  The going concern assumptions and any qualifications;

            (v)   Compliance with accounting standards; and

            (vi)  Compliance with the rules governing the listing of securities
                  on the Stock Exchange of Hong Kong Limited and other legal
                  requirements in

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                  relation to financial reporting.

            Note: In regard to the above duties:-

                  (i)   members of the Committee must liaise with the Board,
                        senior management and the Qualified Accountant of the
                        Company and the Committee must meet, at least once a
                        year, with the external auditor; and

                  (ii)  the Committee should consider any significant or unusual
                        items that are, or may need to be, reflected in such
                        reports and accounts and must give due consideration to
                        any matters that have been raised by the Qualified
                        Accountant, external auditor or internal auditor.

      (e)   To provide sufficient opportunity for the internal and external
            auditors to meet with the members of the Committee without members
            of management present. Among the items to be discussed in these
            meetings are the external auditors' evaluation of the Company's
            financial, accounting, and auditing personnel, the co-operation that
            the external auditors received during the course of audit, any
            problems and reservations arising from the interim and final audits,
            and any matters the auditor may wish to discuss;

      (f)   To review the external auditor's management letter, any material
            queries raised by the external auditor to management in respect of
            the accounting records, financial accounts or systems of control and
            management's response, and to ensure that the Board will provide a
            timely response to the issues raised in the external auditor's
            management letter;

      (g)   To review the statement on the Company's financial controls,
            internal control and risk management systems (where one is included
            in the annual report) prior to endorsement by the Board;

      (h)   To discuss with the management the system of internal control and
            ensure that management has discharged its duty to have an effective
            internal control system;

      (i)   To review with the external auditors, the internal auditors, and
            Company's financial and accounting personnel, the adequacy and
            effectiveness of the internal audit programme, ensure co-ordination
            between the

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            internal and external auditors, and ensure that the internal audit
            function is adequately resourced and has appropriate standing within
            the Company, by, among other things, eliciting any recommendations
            for the improvement of such internal audit programme or particular
            areas where new or more detailed internal audit programme controls
            or procedures are desirable;

      (j)   To consider any findings of major investigations of internal control
            matters as delegated by the Board or on its own initiative and
            management's response;

      (k)   To review and monitor the external auditor's independence and
            objectivity and the effectiveness of the audit process in accordance
            with applicable standard, as well as the nature and scope of other
            professional services provided to the Company by the external
            auditors;

      (l)   To review the Group's financial and accounting policies and
            practices;

      (m)   To review periodically Company policy statements to determine their
            adherence to the Company's codes of conduct;

      (n)   To investigate any matter brought to its attention within the scope
            of its duties, and to retain outside legal counsel or other
            professional advice for this purpose if, in its judgment, that is
            appropriate;

      (o)   To Establish and maintain procedures for:

            The receipt, retention, and treatment of complaints received by the
            Company regarding accounting, internal accounting controls, or
            auditing matters; and

            The confidential, anonymous submission by Company employees of
            concerns regarding questionable accounting or auditing matters;

      (p)   To perform annually a self-assessment relative to the Committee's
            purpose, duties and responsibilities outlined herein;

      (q)   Report annually, or whenever necessary, to the Board of Directors
            regarding the matters set out herein and execution of the
            Committee's duties and responsibilities as well as any issues that
            arise with respect to the quality

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            or integrity of the Company's financial statements, the Company's
            compliance with legal or regulatory requirements, the performance
            and independence of the Company's independent auditors, or the
            performance of the internal audit function; and

      (r)   To present to the Board of Directors such comments and
            recommendations as the Committee deems appropriate, and consider
            other topics and perform such other duties as may be assigned by the
            Board or deemed appropriate by the Committee within the context of
            these Terms of Reference.

      REPORTING PROCEDURES

10.   The secretary shall circulate the minutes of meetings of the Committee to
      all members of the Board.

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All rights reserved.
No part of this material may be reproduced in any form by any means without
first obtaining permission from APT Satellite Holdings Limited
3rd edition on 11 April 2005