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                                                                    Exhibit 14.3

                         APT SATELLITE HOLDINGS LIMITED

                TERMS OF REFERENCE OF THE REMUNERATION COMMITTEE

                 (Also known as Remuneration Committee Charter)

                         (established on 11 April 2005)

A.    Objectives

      The Remuneration Committee is established by the Board of Directors of APT
      Satellite Holdings Limited as a long-standing sub-committee of the Board
      for the purposes of providing recommendations in respect of the
      remuneration of Directors and senior management staff and related
      policies.

B.    Authority and Responsibility

      1.    to make recommendations to the Board on the Company's policy and
            structure for all remuneration of Directors and senior management
            and on the establishment of a formal procedure for developing policy
            on such remuneration;

      2.    to determine the specific remuneration packages of all Directors and
            senior management, including benefits in kind, pension rights and
            compensation payments, including any compensation payable for loss
            or termination of their office or appointment, and make
            recommendations to the Board of the remuneration of Non-executive
            Directors. The Remuneration Committee should consider factors such
            as salaries paid by comparable companies, time commitment and
            responsibilities of the Directors, employment conditions elsewhere
            in the Group and desirability of performance-based remuneration;

      3.    to review and approve performance-based remuneration by reference to
            corporate goals and objectives resolved by the Board from time to
            time;

      4.    to review and approve the compensation payable to Directors and
            senior management in connection with any loss or termination of
            their office or appointment to ensure that such compensation is
            determined in accordance with relevant contractual terms and that
            such compensation is otherwise fair and not excessive for the
            Company;

      5.    to review and approve compensation arrangements relating to
            dismissal or removal of Directors for misconduct to ensure that such
            arrangements are determined in accordance with relevant contractual
            terms and that any compensation payment is otherwise reasonable and
            appropriate; and

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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
1st edition on 11 April 2005.

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      6.    to ensure that no Director or any of his associates is involved in
            deciding his own remuneration;

      7.    to formulate and review regularly the policy for the remuneration of
            Directors, assessing performance of Directors and approving the
            terms of Directors' service contracts; and

      8.    to submit work reports to the Board on an annual basis.

C.    Composition

      The Remuneration Committee shall be composed of one Executive Directors
      and three Independent Non-executive Directors.

D.    Meetings

      The Remuneration Committee shall meet at least once per year either in
      person or through other electronic means of communication. The quorum of
      meetings shall be at least three members. The Chairman of the Remuneration
      Committee, who shall be Independent Non-executive Director, shall be
      approved by resolution of the Board of Directors. The Secretary of the
      Remuneration Committee shall be the Director or Deputy Director of
      Corporate Affairs Department.

E.    Resources

      The Remuneration Committee shall be entitled to access external
      professional advice whenever necessary.

                                       END

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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
1st edition on 11 April 2005.