=============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.___) ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED (Name of Subject Company) ASIA SATELLITE TELECOMMUNICATIONS HOLDINGS LIMITED (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE HK $0.10 PER SHARE* AMERICAN DEPOSITARY SHARES, EACH REPRESENTING TEN SHARES (Title of Class of Securities) *In connection with the registration of the American Depositary Shares. The Common Stock is listed and traded on The Stock Exchange of Hong Kong Limited Common Stock (763991-02-3) American Depositary Shares (04516X106) ((CUSIP) Number of Class of Securities) CATHERINE CHANG GENERAL COUNSEL 17th Floor, The Lee Gardens 33 Hysan Avenue Causeway Bay Hong Kong +852 2500 0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) with a copy to: Mark S. Bergman Paul, Weiss, Rifkind, Wharton & Garrison LLP Alder Castle 10 Noble Street London EC2V 7JU +44 207 367 1601 |X| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. =============================================================================== ITEM 9. EXHIBITS EXHIBIT NUMBER DESCRIPTION ------- ---------------------------------------------------------- 99.1 Joint announcement issued by Modernday Limited and Asia Satellite Telecommunications Holdings Limited (the "Company") on February 14, 2007, regarding a proposed privatization of the Company by Modernday Limited by way of a scheme of arrangement, a possible unconditional mandatory general offer for shares of the Company by Modernday Limited, and a resumption of trading in shares of the Company (the "Proposals"). 99.2 Press release jointly issued by Modernday Limited and the Company on February 14, 2007, regarding the Proposals.