[FORM 20-F o OR x For the fiscal year ended December 31, 2010 OR o For the transition period from __________ to __________ OR o Date of event requiring this shell company report __________ 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] [Shareholders’ Agreement between Beijing Super TV Co., Ltd. and Beijing Yuewu Yuntian Software Technology Co., Ltd. “Agreement” The Joint Venture Agreement ( Party A: Beijing Super TV Co., Ltd. (“Party A”) Registered add.: 4/F, Tower B, Jingmeng Hi-tech Building, 5 Shangdi E. Road, Haidian District, Beijing Party B: Beijing Yuewu Yuntian Software Technology Co., Ltd. (“Party B”) Registered add.: 2/F,] [Shareholders’ Agreement concerning Promotion of Beijing Joysee Technology Co., Ltd. between Beijing Super TV Co., Ltd. and Beijing Ying Zhi Cheng Technology Co., Ltd. Agreement The Shareholders Agreement (“ Party A: Beijing Super TV Co., Ltd. (“Party A”) Legal representative: Zhu Jianhua Registered add.: 4/F, Tower B, Jingmeng Hi-tech Building, 5 Shangdi E. Road, Haidian District, Beijing Party B: Beijing] [CHINA DIGITAL TV HOLDING CO., LTD. 2010 STOCK INCENTIVE PLAN 1. PURPOSE OF PLAN The purpose of the China Digital TV Holding Co., Ltd. 2010 Stock Incentive Plan (this “Plan”) is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected] [List of Subsidiaries of China Digital TV Holding Co., Ltd. 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 People’s Republic of China N-S Investment Holdings] [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 EX-13.1 9 v221519_ex13-1.htm] [Certification EX-13.2 10 v221519_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 May 12, 2011 relating to the consolidation financial statements of China Digital TV Holding Co., Ltd., its subsidiaries, its variable interest entity (the ’ Beijing, People May 12,] [[King & Wood 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 We hereby consent to the reference of our firm under the headings “Risk]