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                                                                    Exhibit 11.1

                        CODE OF ETHICAL BUSINESS CONDUCT
                                       FOR
                             DIRECTORS AND OFFICERS

INTRODUCTION:

Pursuant to Section 406 of the U.S. Sarbanes-Oxley Act of 2002
("Sarbanes-Oxley"), and the corporate governance rules issued by the U.S.
Securities and Exchange Commission ("SEC"), APT Satellite Holdings Limited (the
"Company") with its subsidiaries and associates (if applicable) is required to
disclose whether or not, and if not, the reason therefor, the Company has
adopted a code of ethics for senior financial officers, applicable to its
principal financial officer and comptroller or principal accounting officer, or
persons performing similar functions. The Company is further required to make
immediate disclosure of any change in or waiver of this Code.

The aims of this Code are chiefly to focus the board of directors and the
Officers of the Company on areas of ethical risk, provide guidance to personnel
to help them recognize and deal with ethical issues, provide mechanisms to
report unethical conduct, and help to foster a culture of honesty and
accountability.

CODE OF ETHICS:

The Company has adopted the code of ethics (the "Code"), which means such
standards as are reasonably necessary to:

(1) promote honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;

(2) promote full, fair, accurate, timely, and understandable disclosure in the
periodic reports required to be filed by the Company; and

(3) promote compliance with applicable governmental rules and regulations.

The Code is applicable to all the directors of the board of the Company and all
the officers (collectively "Officers" and individually "Officer") of the
Company, whether or not he/she is also holding the office of director of the
Company, including:

(a)   the President of the Company;

(b)   all Vice Presidents of the Company;

(c)   the Company Secretary of the Company;

(d)   the Director/Deputy Director of Finance and Investment Department of the
      Company; all

(e)   Directors and Financial Directors of subsidiary of the
      Company; and any person

(f)   performing similar functions to (a) to (e).

Given this Code is not able to address every situation that might happen,
Officers are therefore encouraged to raise questions with the Company's Company
Secretary whenever he/she is in doubt. However, the following matters are
relatively important and they are:-

1.    CONFLICT OF INTERESTS

      A "conflict of interest" occurs when an individual's private interest
      interferes in any way - or even appears to interfere - with the interests
      of the Company as a whole.


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      Prompt and early disclosure to the Chairman of the Board of the Company or
      the Chairman of the Audit Committee must be made when any situation that
      interferes Officer's private interest or even appears to interfere
      Officer's interest with the interest of the Company.

      The following are the common circumstances that Officer's personal
      interests would conflict with the interests of the Company and Officers
      must refrain from doing. These circumstances are however not intended to
      be exhaustive:

      (a)   Not to gain advantage from use of position as an Officer

      Officers must not use his position as an Officer to gain, directly or
      indirectly, an advantage for himself/herself, or someone else, or which
      causes detriment to the Company.

      (b)   Not to made unauthorized use of the Company's property or
            information

      Officers must not use the Company's property or information, or any
      opportunity that presents itself to the Company, of which he becomes aware
      as an Officer of the Company.

      (c)   Not to accept personal benefit from third parties conferred because
            of position as an Officer

      Officers must not accept any benefit from a third party, which is
      conferred because of the powers he/she has as an Officer or by way of
      reward for any exercise of his powers as an Officer.

      A conflict situation can arise when Officer takes actions or has interests
      that may make it difficult to perform his or her company work objectively
      and effectively. Conflicts of interest also arise when Officer or a member
      of his or her family(1), receives improper personal benefits as a result
      of his or her position in the Company. Loans to, or guarantees of
      obligations of, such persons are of special concern.

2.    CORPORATE OPPORTUNITIES

      Officers must be prohibited from (a) taking for themselves personally
      opportunities that are discovered through the use of the Company's
      property, information or position; (b) using the Company's property,
      information, or position for personal gain; and (c) competing with the
      Company. Officers owe a duty to the company to advance its legitimate
      interests when the opportunity to do so arises.

3.    CONFIDENTIALITY

      Officers must maintain the confidentiality of information entrusted to
      them by the Company or its customers, except when disclosure is authorized
      or legally mandated. Confidential information includes all non-public
      information that might be of use to competitors, or harmful to the Company
      or its customers, if disclosed.

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(1)   SEC Rule 3 03.02(A) defines "immediate family" to include a person's
      spouse, parents, children, siblings, mothers-in-law and fathers-in-law,
      sons and daughters-in-law, brothers and sisters-in-law, and anyone (other
      than employees) who shares such person's home.


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4.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      Officers must comply and proactively promote compliance by employees of
      the Company with laws, rules and regulations applicable to the Company,
      including insider trading laws which are governed by Parts XIII and XIV of
      the Securities and Futures Ordinance (Cap 571) in Hong Kong where Part
      XIII relates to civil liabilities and Part XIV relates to criminal
      offence.

5.    ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

      Officers shall proactively promote ethical behavior and report to the
      Chairman of the Board or the Chairman of the Audit Committee for any
      violation or suspected violation of laws, rules, regulations or the Code.
      Officers shall also continue (a) to encourage employees to talk to
      supervisors, managers or other appropriate personnel when in doubt about
      the best course of action in a particular situation; (b) to report
      violations of laws, rules, regulations or the Code to appropriate
      personnel; and (c) to ensure that employees know that the company will not
      allow retaliation for reports made in good faith.

REPORTING AND ACCOUNTABILITY:

If the reporting in question is considered by the Audit Committee of the Company
as a breach of the Code, the Company shall take immediate actions (such as to
make further reporting to the appropriate authorities and timely disclosure, to
undertake investigation) or preventive measures as the Board of directors thinks
fit and appropriate having regard to the recommendation made by the Audit
Committee.

If any waiver or implicit waiver(2) from a provision of the Code is made after
consultation with the Audit Committee of the Company, such a waiver shall be
disclosed in the Company's Annual Report on Form 20-F or a Report on Form 6-K
filed with SEC.

Nevertheless, Officers are also advised from time to time to observe and comply
with all other policies and procedures of the Company which are not part of the
Code.

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(2)   A waiver is defined by SEC rules as a material departure from a provision
      of the Code and an implicit waiver means failure to take action within a
      reasonable period of time regarding a material departure from a provision
      of the Code that has been made known to an Officer of the Company.


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