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                                                                    EXHIBIT 14.2

            SIGNIFICANT DIFFERENCES IN CORPORATE GOVERNANCE PRACTICES

      APT Satellite Holdings Limited (the "Company") has adopted various
corporate governance practices that are generally consistent with the corporate
governance practices applicable to U.S. domestic issuers listed on the New York
Stock Exchange, Inc. (the "NYSE"). However, some of the Company's corporate
governance practices differ from those required of U.S. domestic issuers
pursuant to the listing standards of the NYSE (the "NYSE Rules"). The following
is a discussion of the significant differences between the Company's corporate
governance practices and those followed by U.S. domestic issuers under the NYSE
Rules:

(1)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, such issuer's
      board of directors is required to be comprised of a majority of
      independent directors. Only two members of the Company's board of
      directors (the "Board") out of a total of sixteen members are independent
      directors. In determining the "independence" of these two members, the
      Company has adopted standards for "independence" similar to the standards
      applicable to U.S. domestic issuers under NYSE Rules.

(2)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, non-management
      directors are required to meet on a regular basis without management
      present and independent directors must meet separately at least once a
      year. The Company's non-management directors meet regularly, at least
      twice a year, together with the whole Board. However, the Company does not
      hold executive sessions of its non-management directors without management
      directors present, nor does the Company hold executive sessions consisting
      solely of independent directors.

(3)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, such issuers
      are required to have nominating/corporate governance and compensation
      committees of the board of directors, both of which must be consist
      entirely of independent directors. The Company does not have a corporate
      governance committee, nor does it have a compensation committee. The
      identification of director nominees, corporate governance standards,
      executive compensation and

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      other matters for which these committees would be responsible are
      determined by the whole Board. The Board is considering establishing both
      a corporate governance committee and a compensation committee in the term
      of year.

(4)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, such issuers
      are required to have audit committees consisting of at least three
      directors, all of whom must be independent. In addition, the NYSE Rules
      applicable to U.S. domestic issuers require that each member of the audit
      committee be financially literate, as such qualification is interpreted by
      the issuer's board of directors, or must become financially literate
      within a reasonable period of time after his or her appointment to the
      audit committee, and at least one member of the audit committee must have
      accounting or related financial management expertise, as determined by the
      issuer's board of directors. The Company's audit committee (the "Audit
      Committee") consists of only two directors. Each Audit Committee member
      qualifies as an "independent" director under the NYSE Rules. However,
      neither Audit Committee member has accounting or related financial
      management expertise, nor qualifies as an "audit committee financial
      expert" under the rules of the U.S. Securities and Exchange Commission
      (the "SEC"). The Company is actively seeking to appoint a third member of
      the Audit Committee with accounting or related financial management
      expertise and who would qualify as an "audit committee financial expert"
      under SEC rules on or before September 30, 2004.

(5)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, such issuers
      are required to adopt and disclose corporate governance guidelines. The
      Rules Governing the Listing of Securities on The Stock Exchange of Hong
      Kong Limited (the "HK Listing Rules") require each listed company to
      include in its annual report to shareholders a statement as to whether or
      not it has complied with the Code of Best Practice appended to the HK
      Listing Rules (the "Code of Best Practices") through the accounting period
      covered by the Company's annual report. A company that has not complied
      with the provisions of the Code of Best Practices, or complied with only
      some of its provisions or (in the case of provisions whose requirements
      are of a continuing nature) complied for

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      only part of an accounting period covered by the report, must specify the
      Code of Best Practices provisions with which it has not complied, and for
      what part of the reporting period such non-compliance continued, and give
      reasons for any non-compliance. Throughout the previous fiscal year, the
      Company complied fully with the Code of Best Practices except that the
      Company's directors (including its non-executive directors) are not
      appointed for specific terms of office, but are subject to (i) retirement
      by rotation and (ii) re-election at the Company's annual general meeting.
      The Code of Best Practices does not currently require the Company to
      disclose the full range of corporate governance guidelines with which it
      complies and does not cover all the subjects that must be addressed in the
      corporate governance guidelines applicable to U.S. domestic issuers under
      the NYSE Rules.

(8)   Pursuant to NYSE Rules applicable to U.S. domestic issuers, chief
      executive officers of U.S. domestic issuers must annually certify that he
      or she is not aware of any violation by such issuer of the corporate
      governance standards applicable to U.S. domestic issuers under the NYSE
      Rules. In accordance with NYSE Rules applicable to foreign private
      issuers, the Company's principal executive officer is not required to
      provide the NYSE with this annual compliance certification. However, in
      accordance with rules applicable to both U.S. domestic issuers and foreign
      private issuers, the Company's principal executive officer is required to
      promptly notify the NYSE in writing after any executive officer becomes
      aware of any material non-compliance with the NYSE corporate governance
      standards applicable to the Company.

(7)   The Company intends to make available on its website as soon as
      practicable its Board Corporate Governance Guidelines, the charters of all
      of the committees of the Board and the Company's Codes of Ethical Business
      Conduct for Directors and Officers and for Employees.