Exhibit 99.5

            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 for U.S. domestic issuers
pursuant to the listing standards of the NYSE (the "NYSE Rules"). The following
is the significant differences as of April 25, 2006 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 three members of the Company's board of directors (the
     "Board") out of a total of eleven members are independent directors. In
     determining the "independence" of these three members, the Company has
     adopted standards for "independence" in accordance with the listing rules
     of the Stock Exchange of Hong Kong Limited, which are similar to the
     standards for "independence" 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. In accordance with the domestic code on corporate governance practice
     ("Corporate Governance Code") adopted in 2005, the Company's board of
     directors meets regularly, at least four times a year, with both management
     and non-management directors meeting together. In addition, the Chairman of
     the Company holds a meeting at least once a year with the Company's
     non-management directors, including its independent non-executive
     directors, without the presence of management 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 established a nomination
     committee and a remuneration committee of the board of directors in 2005,
     each consisting of a majority of members who are independent directors. The
     nomination committee is responsible, among other things, for identifying
     director nominees and proposing such nominees to the whole board of
     directors. The remuneration committee is responsible, among other things,
     for reviewing executive compensation and recommending changes in executive
     compensation to the whole board of directors. The corporate governance of
     the Company continues to be led by the whole Board.

(4)  Pursuant to NYSE Rules applicable to U.S. domestic issuers, such issuers
     are required to adopt and disclose corporate governance guidelines.
     Pursuant to the new Rules Governing the Listing of Securities on The Stock
     Exchange of Hong Kong Limited (the "New HK Listing Rules") commencing on or
     after January 1, 2005, listed companies are required to report on
     compliance with the Corporate Governance Code in the form of a Corporate
     Governance Report that is required to be included in each annual report and
     an update noting any changes to the Corporate Governance Report that is
     required to be included in each interim report. The Corporate Governance
     Code is divided into two levels of recommendations: (a) code provisions;
     and (b) recommended best practices. If a listed company chooses to deviate
     from the code provisions, the reasons for such deviation are required to be
     disclosed in its annual report and interim report. However, given that the
     recommended best practices are for guidance only, listed companies are
     encouraged, but not required, to state whether they have complied with them
     and give considered reasons for any deviation. The Company has complied
     fully with the code provisions of the Corporate Governance Code, except
     that the non-executive directors of the Company are not appointed for a
     specific term; and that the Chairman of the Board and the President are not
     subject to retirement by rotation. The new Listing Rules do 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.

(5)  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.

Updated as of May 4, 2006