[FORM 20-F o OR x — For the fiscal year ended December 31, 2007 OR o — For the transition period from __________ to __________ OR o CHINA DIGITAL TV HOLDING CO., LTD. N/A Cayman Islands (Jurisdiction of Incorporation or Organization) Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian District, Beijing 100085 People’s Republic of China] [AGREEMENT FOR EQUITY TRANSFER OF BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD BETWEEN CHINA DIGITAL TV TECHNOLOGY CO., LTD. AND GOLDEN BENEFIT TECHNOLOGY CO., LTD. DATED DECEMBER 2007 CONTENTS THE PARTIES 1 DEFINITIONS 1 TRANSFER OF EQUITY 1 STEPS PRIOR TO APPROVAL 2 STEPS AFTER APPROVAL 2 PAYMENT OF TRANSFER PRICE 2 STATEMENT, GUARANTEE AND PROMISE 2 CONFIDENTIALITY AND NON-COMPETITION] [List of Subsidiaries of China Digital TV Holding Co., Ltd. Name Jurisdiction of Incorporation China Digital TV Technology Co., Ltd. British Virgin Islands Beijing Super TV Co., Ltd. People’s Republic of China Beijing Novel-Super Media Investment Co., Ltd. People’s Republic of China Golden Benefit Technology Limited Hong Kong China Super Media Holdings Limited Hong Kong EX-8.1 4 v117324_ex8-1.htm] [Certification I, Jianhua Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (the “Company”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification I, Liang Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (the “Company”); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification , 2008 EX-13.1 7 v117324_ex13-1.htm] [Certification EX-13.2 8 v117324_ex13-2.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-149888 on Form S-8 of our report dated June 16, 2008, relating to the consolidated financial statements of China Digital TV Holding Co., Ltd. appearing in this Annual Report on Form 20-F of China Digital TV Holding Co., Ltd. for the] [[American Appraisal China Limited Letterhead] June 18, 2008 Mr. Liang Xu Chief Financial Officer China Digital TV Holding Co., Ltd. Jingmeng High-Tech Building B, 4/F No. 5 Shangdi East Road, Haidian District, Beijing 100085 People’s Republic of China Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED Dear Mr. Xu: Yours faithfully, AMERICAN APPRAISAL CHINA LIMITED EX-23.2 10 v117324_ex23-2.htm] [[Letterhead of King & Wood, PRC Lawyers] China Digital TV Holding Co., Ltd. Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian District, Beijing 100085 People’s Republic of China Ladies and Gentlemen: We hereby consent to the reference to our firm’s name under the headings “Risk Factors,” “Regulation,” and elsewhere in the annual report on Form 20-F]