[INTRODUCTION 1 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 3 Item 4. Information on the Company 28 Item 4A. Unresolved Staff Comments 49 Item 5. Operating and Financial Review and Prospects 49 Item 6. Directors, Senior Management and Employees 67 Item] [No. 5 Supplemental Agreement to the Equity Transfer Option Agreement Party A: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: 402 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing Party C: Shizhou Shen] [Share Pledge Termination Agreement This Share Pledge Termination Agreement (hereinafter referred to as “this Agreement”) is executed in Beijing, the People’s Republic of China (hereinafter referred to as “China”) on July 11, 2011, by and between: Pledgee: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing Pledger: Junming Wu] [No. 4 Supplemental Agreement to the Business Operating Agreement Party A: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: 402 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing Party C: Shizhou Shen Address:] [Loan Agreement This Loan Agreement (the “Agreement”) is entered into in Beijing as of July 11, 2011 by and between (1) Beijing Super TV Co., Ltd., with its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing (the “Lender”); and (2) Lei Zhang, with his address at [ ] (the “Borrower”). The Lender] [Loan Agreement This Loan Agreement (the “Agreement”) is entered into in Beijing as of July 11, 2011 by and between (1) Beijing Super TV Co., Ltd., with its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing(the “Lender”); and (2) Tianxing Wang, with his address at [ ] (the “Borrower”). The Lender and] [Loan Agreement This Loan Agreement (the “Agreement”) is entered into in Beijing as of July 11, 2011 by and between (1) Beijing Super TV Co., Ltd., with its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing(the “Lender”); and (2) Wenjun Wang, with his address at [ ] (the “Borrower”). The Lender and] [Capital Increase and Equity Transfer Agreement This Capital Increase and Equity Transfer Agreement (hereinafter referred to as the “Agreement”) is entered into in Beijing, China, as of July 11, 2011 by and among Junming Wu, the holder of Chinese resident ID card number [ ], with his address at [ ] (“Party A”); Lei Zhang, the holder of Chinese resident] [Power of Attorney Principal: Lei Zhang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Lei Zhang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Shizhou Shen Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Shizhou Shen, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Tianxing Wang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Tianxing Wang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Wenjun Wang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Wenjun Wang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of July 11, 2011 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of July 11, 2011 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at [ ] (the “Pledgee”); and Shizhou Shen, a holder of Chinese resident ID] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of July 11, 2011 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at [ ] (the “Pledgee”); and Tianxing Wang, a holder of Chinese resident ID] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of July 11, 2011 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [LETTER OF UNDERTAKING This Letter of Undertaking Letter PRC China N-S Digital TV Beijing Novel-Super Digital TV Technology Co., Ltd., a limited liability company incorporated and validly existing under the laws of the PRC with its registered address at Room 402, Tower B, Jing Meng Gao Ke Building, No.5-2 Shang Di East Road, Haidian District, Beijing, PRC. (“ Shizhou Shen,] [Power of Attorney Principal: Lei Zhang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Lei Zhang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Shizhou Shen Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Shizhou Shen, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Tianxing Wang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Tianxing Wang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Power of Attorney Principal: Wenjun Wang Address: [ ] Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing I, Wenjun Wang, hereby irrevocably authorize Beijing Super TV Co., Ltd. (or its designated third party) to act as my Attorney-in-Fact and exercise the following rights during the term of] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of January 16, 2012 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of January 16, 2012 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of January 16, 2012 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [Share Pledge Agreement This Share Pledge Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”) as of January 16, 2012 by and between Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and its registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District, Beijing] [Supplemental Agreement to Loan Agreements This Supplemental Agreement to Loan Agreements is entered into in Beijing, People’s Republic of China (hereinafter “China”), as of January 16, 2012 by and among The Lender: Beijing Super TV Co., Ltd., with its legal representative being Jianhua Zhu, and registered address at 4-406 Jingmeng High-Tech Building B, No. 5-2 Shangdi East Road, Haidian District,] [Supplemental Agreement This Supplemental Agreement (hereinafter the “Agreement”) is entered into in Beijing, the People’s Republic of China (hereinafter “China”), as of February 9, 2012 by and among Beijing Super TV Co., Ltd. Super TV Beijing Novel-Super Digital TV Technology Co., Ltd. N-S Digital TV Shizhou Shen, a Chinese national and holder of resident ID card number [ ]; Lei] [Cooperation Termination Agreement Party A: Dongguan branch of the Guangdong Broadcasting TV Network Co., Ltd. Party B: Dongguan SuperTV Video Info Co., Ltd. Dated on November 9, 2011 in Dongguan, China 1 The Agreement is entered into between the following two parties: Party A: Dongguan branch of the Guangdong Broadcasting TV Network Co., Ltd. Party B: Dongguan SuperTV Video Info] [Capital Increase Agreement for Beijing Joysee Technology Co., Ltd. Among Beijing Novel-Super Digital TV Technology Co., Ltd. Beijing Super TV Co., Ltd. and Beijing Ying Zhi Cheng Technology Co., Ltd. 1 The Capital Increase Agreement (“Agreement”) is made on May 24, 2011 in Beijing by and among the following parties: Party A: Beijing Super TV Co., Ltd. Legal representative: Jianhua] [FIRST AMENDMENT TO FIRST AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This Amendment to the First Amended and Restated Shareholders Agreement (this “Amendment”), dated as of June 14, 2011, is by and among China Digital TV Holding Co., Ltd., Beijing Novel-Super Digital TV Technology Co., Ltd. (formerly known as Beijing Novel-Tongfang Digital TV Technology Co., Ltd.), China Cast Investment Holdings Limited, Mr.] [List of Subsidiaries of China Digital TV Holding Co., Ltd. Name Jurisdiction of Incorporation China Digital TV Technology Co., Ltd. British Virgin Islands Golden Benefit Technology Limited Hong Kong China Super Media Holdings Limited Hong Kong Beijing Super TV Co., Ltd. People’s Republic of China N-S Digital Technology Co., Ltd., People’s Republic of China Beijing Cyber Cloud Co., Ltd., People’s] [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 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 circumstances] [Certification I, Zhenwen Liang, 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 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 circumstances] [Certification Jianhua Zhu Chairman and Chief Executive Officer] [Certification Zhenwen Liang Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Beijing, the People’s Republic of China April 17, 2012 - 1 - EX-23.1 36 d296428dex231.htm CONSENT OF DELOITTE TOUCHE TOHMATSU CPA LTD] [[King & Wood Mallesons Letterhead] Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian District Beijing 100085 People’s Republic of China RE: CHINA DIGITAL TV HOLDING CO., LTD. Dear Sirs/Madams, Company We have acted as legal advisors as to the laws of the People’s Republic of China to China Digital TV Holding Co., Ltd., an exempted limited]