0001144204-13-062193.txt : 20131115 0001144204-13-062193.hdr.sgml : 20131115 20131115074742 ACCESSION NUMBER: 0001144204-13-062193 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20131115 DATE AS OF CHANGE: 20131115 GROUP MEMBERS: CREDIT SUISSE TRUST LTD AS TRUSTEE FOR THE SCOTT ZHU TRUST GROUP MEMBERS: FIRSTVISION LTD GROUP MEMBERS: SMART LIVE GROUP LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Digital TV Holding Co., Ltd. CENTRAL INDEX KEY: 0001405503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980536436 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83543 FILM NUMBER: 131222425 BUSINESS ADDRESS: STREET 1: JINGMENG HIGH-TECH BUILDING B, 4TH FLOOR STREET 2: NO.5 SHANGDI EAST ROAD CITY: BEIJING STATE: F4 ZIP: 100085 BUSINESS PHONE: (86) 10-6297-1199 MAIL ADDRESS: STREET 1: JINGMENG HIGH-TECH BUILDING B, 4TH FLOOR STREET 2: NO.5 SHANGDI EAST ROAD CITY: BEIJING STATE: F4 ZIP: 100085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zhu Jianhua CENTRAL INDEX KEY: 0001423002 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: JINGMENG HIGH-TECH BUILDING B, 4TH FLOOR STREET 2: NO. 5 SHANGDI EAST ROAD CITY: BEIJING STATE: F4 ZIP: 100085 SC 13D 1 v360521_sc13d.htm SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

China Digital TV Holding Co., Ltd.

(Name of Issuer)

Ordinary shares, par value $0.0005 per share

(Title of Class of Securities)

16938G 107

(CUSIP Number)

Jianhua Zhu,

Jingmeng High-Tech Building B, 4^th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, 100085

People’s Republic of China

86-10-62971199

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 5, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 16938G 107		13D


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jianhua Zhu
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 10,116,103 (1)
	8.	SHARED VOTING POWER 326,704 (2)
	9.	SOLE DISPOSITIVE POWER 10,116,103 (1)
	10.	SHARED DISPOSITIVE POWER 326,704 (2)


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,442,807 (3)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 17.42 % (4)
14.		TYPE OF REPORTING PERSON (see instructions) IN
		(1) Represents: (i) 9,273,393 ordinary shares, par value $0.0005 per share of China Digital TV Holding Co., Ltd. (the “Ordinary Shares”) held by Smart Live Group Limited (“Smart Live”), a company incorporated under the laws of British Virgin Islands. Smart Live is owned 100% by vote and value by Firstvision Limited, a company incorporated under the laws of the Commonwealth of the Bahamas. Firstvision Limited is owned 100% by vote and value by The Scott Zhu Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Jianhua Zhu (“Mr. Zhu”) is the Settlor of The Scott Zhu Trust; and (ii) 842,710 Ordinary Shares issuable upon exercise of options held by Mr. Zhu. (2) Represents 326,704 Ordinary Shares of the Issuer held by China Cast Investment Holdings Limited (“China Cast”). Each of Mr. Zhu and Mr. Zengxiang Lu owns 50% of the equity interest of China Cast. Mr. Zhu disclaims beneficial ownership of those shares held by China Cast except to the extent of the reporting person’s pecuniary interest therein. (3) Represents (i) 9,273,393 Ordinary Shares held by Smart Live; (ii) 326,704 Ordinary Shares held by China Cast; and (iii) 842,710 Ordinary Shares issuable upon exercise of options held by Mr. Zhu. (4) The percentage used herein is calculated based upon 59,112,362 Ordinary Shares of the issuer that were issued and outstanding as of October 31, 2013 (according to information provided by the Issuer on November 15, 2013) and the 842,710 Ordinary Shares issuable upon exercise of options held by Mr. Zhu.


CUSIP No. 16938G 107		13D


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Smart Live Group Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 9,273,393
	8.	SHARED VOTING POWER
	9.	SOLE DISPOSITIVE POWER 9,273,393
	10.	SHARED DISPOSITIVE POWER


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,273,393
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 15.69%
14.		TYPE OF REPORTING PERSON (see instructions) CO


CUSIP No. 16938G 107		13D


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Firstvision Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Bahamas


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 9,273,393
	8.	SHARED VOTING POWER
	9.	SOLE DISPOSITIVE POWER 9,273,393
	10.	SHARED DISPOSITIVE POWER


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,273,393
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 15.69%
14.		TYPE OF REPORTING PERSON (see instructions) CO


CUSIP No. 16938G 107		13D


1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Credit Suisse Trust Limited as trustee for The Scott Zhu Trust
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) x
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions) AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Singapore


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 9,273,393
	8.	SHARED VOTING POWER
	9.	SOLE DISPOSITIVE POWER 9,273,393
	10.	SHARED DISPOSITIVE POWER


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,273,393
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 15.69%
14.		TYPE OF REPORTING PERSON (see instructions) OO

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to the Ordinary Shares of China Digital TV Holding Co., Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”). The principal executive office of the Issuer is Jingmeng High-Tech Building B, 4^th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.

Item 2. Identity and Background.

This Statement is filed jointly by (i) Smart Live, (ii) Firstvision Limited, (iii) Credit Suisse Trust Limited as trustee The Scott Zhu Trust, and (iv) Mr. Zhu. The reporting persons are making this single, joint filing pursuant to the Joint Filing Agreement attached as Exhibit 99.1, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.

The principal business of Smart Live is to hold the Ordinary Shares in the Issuer. The principal business of Firstvision Limited is to hold securities in Smart Live. The principal business of Credit Suisse Trust Limited is to act as the trustee for the The Scott Zhu Trust for the benefits of certain family members of Mr. Zhu.

The principal business address and the principal office address of Smart Live is Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands. The principal business address and the principal office address of Firstvision Limited is The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The principal business address and the principal office address of Credit Suisse Trust Limited is 1 Raffles Link #05-02 Singapore 039393. The principal business address of Mr. Zhu is Jingmeng High-Tech Building B, 4^th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.

During the last five years, none of the reporting persons has been convicted in a criminal proceeding.

During the last five years, none of the reporting persons has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The present principal occupation of Mr. Zhu is the chief executive officer and director of the Issuer. Mr. Zhu is a citizen of the People’s Republic of China.

Item 3. Source or Amount of Funds or Other Consideration.

On November 5, 2013, Smart Live, Capital International Private Equity Fund IV, L.P. (“Capital International”), CGPE IV, L.P. (“CGPE IV”), Polar Light Group Limited (“Polar Light” and together with Smart Live, the “Purchasers”), Mr. Zhu, Mr. Zengxiang Lu (“Mr. Lu”, and together with Mr. Zhu, the “Founders”) entered into a Share Purchase Agreement (the “Capital Fund SPA”). Pursuant to the Capital Fund SPA, Polar Light agreed to purchase an aggregate of 6,000,000 Ordinary Shares, consisting of 5,613,600 Ordinary Shares from Capital International for an aggregate consideration of US$11,788,560 in cash, and 386,400 Ordinary Shares from CGPE IV for an aggregate consideration of US$811,400 in cash, representing a per share price of US$2.10; and Smart Live agreed to purchase an aggregate of 6,000,000 Ordinary Shares from Capital International for an aggregate consideration of US$12,600,000 in cash, representing a per share price of US$2.10.

On November 5, 2013, SB Asia Infrastructure Fund L.P. (“SB Asia”), SummitVista Group Limited, Smart Live, Polar Light Glories Global Limited (“Glories Global”, and together with SummitVista Group Limited, Smart Live and Polar Light, the “SAIF Purchasers”) and the Founders entered into a Share Purchase Agreement (the “SAIF SPA”). Pursuant to the SAIF SPA, Polar Light agreed to purchase 610,000 Ordinary Shares from SB Asia for an aggregate consideration of US$1,281,000 in cash; Smart Live agreed to purchase 610,000 Ordinary Shares from SB Asia for an aggregate consideration of US$1,281,000 in cash; Glories Global Limited agreed to purchase 4,300,000 Ordinary Shares from SB Asia for an aggregate consideration of US$9,030,000 in cash; and SummitVista Group Limited agreed to purchase 480,000 Ordinary Shares from SB Asia for an aggregate consideration of US$1,008,000 in cash, in each case representing a per share price of US$2.10.

Both the Capital Fund SPA and the SAIF SPA provide that completion of the sale and purchase of the above referenced shares will take place on November 15, 2013, or such other date as may be agreed by the respective parties thereto (the “Payment Date”). The Purchasers and the SAIF Purchasers will use available cash to purchase the above referenced shares, and no borrowed funds will be used in connection with such purchases.

The Capital Fund SPA is filed as Exhibit 99.2 hereto. Reference is made to such Exhibit for the complete terms of the Capital Fund SPA.

The SAIF SPA is filed as Exhibit 99.3 hereto. Reference is made to such Exhibit for the complete terms of the SAIF SPA.

Item 4. Purpose of Transaction.

The reporting persons agreed to purchase the Ordinary Shares of the Issuer referenced in Item 3 above from Capital International, CGPE IV and SB Asia because the reporting persons believe that the Ordinary Shares represented and continues to represent an attractive investment.

Except as set forth in this Schedule 13D, the reporting persons do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, Mr. Zhu beneficially owns, in the aggregate, 10,442,807 Ordinary Shares, consisting of (i) 9,273,393 Ordinary Shares, (ii) 842,710 Ordinary Shares issuable upon exercise of options held by Mr. Zhu and (iii) 326,704 Ordinary Shares of the Issuer held by China Cast, of which each of Mr. Lu and Mr. Zhu owns 50% of the equity interest. The beneficially owned Ordinary Shares represent, in the aggregate, approximately 17.42% of the total number of outstanding Ordinary Shares of the Issuer. The percentage reported in this Schedule 13D is based upon the 59,112,362 Ordinary Shares of the Issuer that were issued and outstanding as of October 31, 2013 (according to information provided by the Issuer on November 15, 2013) and the 842,710 Ordinary Shares issuable upon exercise of options held by Mr. Zhu.

As of the date hereof, (i) Smart Live, (ii) Firstvision Limited, (iii) Credit Suisse Trust Limited as trustee for The Scott Zhu Trust, each beneficially owns 9,273,393 Ordinary Shares.

(b)

	No. of shares beneficially owned	% of shares beneficially owned	Shares subject to sole voting power	Shares subject to shared voting power	Shares subject to sole dispositive power	Shares subject to shared dispositive power
Mr. Zhu	10,442,807	17.42%	10,116,103	326,704	10,116,103	326,704
Smart Live	9,273,393	15.69%	9,273,393	0	9,273,393	0
Firstvision Limited	9,273,393	15.69%	9,273,393	0	9,273,393	0
Credit Suisse Trust Limited as trustee for The Scott Zhu Trust	9,273,393	15.69%	9,273,393	0	9,273,393	0

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Capital Fund SPA

The Capital Fund SPA provides that if, within one year after the Payment Date, a Purchaser or a Founder purchases or enters into an agreement to purchase either Ordinary Shares or ADS units of the Issuer at a weighted average price higher than US$2.10 per Ordinary Share (the “Third Party Purchase Price”), in one or more privately-negotiated transactions or other transactions that are not ordinary brokerage transactions (“Off-Market Transactions”) from one or more parties that are institutional investors (subject to certain limited exceptions), and either (i) the aggregate number of Ordinary Shares or ADS units subject to such purchase or purchases is greater than two percent of the total number of Ordinary Shares outstanding or (ii) as of the completion of the purchase and sale under the Capital Fund SPA, such institutional investor owns more than five percent of the Ordinary Shares (or its ADS unit equivalents), then such Purchaser or Founder, as applicable, shall pay Capital International an amount equal to the product of 6,000,000 and the amount by which the Third Party Purchase Price exceeds US$2.10 per Ordinary Share.

In addition, if within one year after the Payment Date, a Purchaser owns a number of Ordinary Shares and/or ADS units that is lower than the number of Ordinary Shares and/or ADS units acquired by it under the Capital Fund SPA, and such Purchaser sold Ordinary Shares or ADS units where the weighted average price of all sales is higher than US$2.10 per Ordinary Share (the “Third Party Sale Price”), then such Purchaser shall pay an amount to Capital International equal to the product of (i) the difference between the lowest number of Ordinary Shares and/or ADS units owned on any given day by such Purchaser during the one year period after the Payment Date and the number of Ordinary Shares acquired by such Purchaser under the Capital Fund SPA and (ii) the amount by which the Third party Sale Price exceeds US$2.10.

The SAIF SPA

The SAIF SPA provides that if, within one year after the Payment Date, a SAIF Purchaser or a Founder purchases or enters into an agreement to purchase either Ordinary Shares or ADS units of the Issuer at a Third Party Purchase Price, in one or more Off-Market Transactions from one or more parties that are institutional investors (subject to certain limited exceptions), and either (i) the aggregate number of Ordinary Shares or ADS units subject to such purchase or purchases is greater than two percent of the total number of Ordinary Shares outstanding or (ii) as of the completion of the purchase and sale under the SAIF SPA, such institutional investor owns more than five percent of the Ordinary Shares (or its ADS unit equivalents), then such SAIF Purchaser or Founder, as applicable, shall pay SB Asia an amount equal to the product of 6,000,000 and the amount by which the Third Party Purchase Price exceeds US$2.10 per Ordinary Share.

In addition, if within one year after the Payment Date, a SAIF Purchaser owns a number of Ordinary Shares and/or ADS units that is lower than the number of Ordinary Shares and/or ADS units acquired by it under the SAIF SPA, and such SAIF Purchaser sold Ordinary Shares or ADS units at a Third Party Sale Price, then such SAIF Purchaser shall pay an amount to SB Asia equal to the product of (i) the difference between the lowest number of Ordinary Shares and/or ADS units owned on any given day by such SAIF Purchaser during the one year period after the Payment Date and the number of Ordinary Shares acquired by such SAIF Purchaser under the SAIF SPA and (ii) the amount by which the Third party Sale Price exceeds US$2.10.

Item 7. Material to Be Filed as Exhibits.

Exhibit 99.1

Joint Filing Agreement, dated November 15, 2013, by and among the reporting persons.

Exhibit 99.2

China Digital TV Share Purchase Agreement, dated November 5, 2013, between Capital International, CGPE IV, Smart Live, Polar Light, Jianhua Zhu and Zengxiang Lu.

Exhibit 99.3

China Digital TV Share Purchase Agreement, dated November 5, 2013, between SB Asia, Glories Global Limited, SummitVista Group Limited, Smart Live, Polar Light, Jianhua Zhu and Zengxiang Lu.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 15, 2013

JIANHUA ZHU

/s/ Jianhua Zhu

SMART LIVE GROUP LIMITED

/s/ Jianhua Zhu

Jianhua Zhu

Director

FIRSTVISION LIMITED

/s/ Bukit Merah Limited

Bukit Merah Limited

Corporate Director

CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST

/s/ Dominik Iwan BIRRI

Dominik Iwan BIRRI

/s/ NG Teck Wee Keith

NG Teck Wee Keith

Authorised Signatories

Exhibit Index

Exhibit 99.1

Joint Filing Agreement, dated November 15, 2013, by and among the reporting persons.

Exhibit 99.2

China Digital TV Share Purchase Agreement, dated November 5, 2013, between Capital International, CGPE IV, Smart Live, Polar Light, Jianhua Zhu and Zengxiang Lu.

Exhibit 99.3

China Digital TV Share Purchase Agreement, dated November 5, 2013, between SB Asia, Glories Global Limited, SummitVista Group Limited, Smart Live, Polar Light, Jianhua Zhu and Zengxiang Lu.

EX-99.1 2 v360521_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Shares, par value $0.0005 per share, of China Digital TV Holding Co., Ltd., a company organized under the laws of the Cayman Islands, and that this agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of November 15, 2013.

JIANHUA ZHU

/s/ Jianhua Zhu

SMART LIVE GROUP LIMITED

/s/ Jianhua Zhu

Jianhua Zhu

Director

FIRSTVISION LIMITED

/s/ Bukit Merah Limited

Bukit Merah Limited

Corporate Director

CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST

/s/ Dominik Iwan BIRRI

Dominik Iwan BIRRI

/s/ NG Teck Wee Keith

NG Teck Wee Keith

Authorised Signatories

EX-99.2 3 v360521_ex99-2.htm EXHIBIT 99.2

EXECUTION VERSION

CHINA DIGITAL TV SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made on November 5, 2013.

BETWEEN:

(1)

Capital International Private Equity Fund IV, L.P. whose correspondence address is at c/o Capital International Inc., 6455 Irvine Drive, Irvine, California 92618, United States of America ("CIPEF IV");

(2)

CGPE IV, L.P., whose correspondence address is at c/o Capital International Inc., 6455 Irvine Drive, Irvine, California 92618, United States of America ("CGPE IV", and, together with CIPEF IV, the "Sellers");

(3)

SMART LIVE GROUP LIMITED, a BVI business company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Smart Live”);

(4)

POLAR LIGHT GROUP LIMITED, a BVI business company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Polar Light" and, together with Smart Live, the "Purchasers");

(5)

Jianhua Zhu, a citizen of the People's Republic of China, passport no. G35682171, whose address is at Unit 202, Door No. 2, 2^nd Floor, Zhuxiyuan Xiaoqu, Haidian District, Beijing, People's Republic of China ("Mr. Zhu"); and

(6)

Zengxiang Lu, a citizen of the People's Republic of China, passport no. G35682507, whose address is at Unit 401, Door No. 4, Dormitory No. 21, Tsinghua University, Haidian District, Beijing, People's Republic of China ("Mr. Lu" and, together with Mr. Zhu, the "Founders").

BACKGROUND:

(A)

The Sellers are the record and beneficial owners of the Sale Shares.

(B)

The Sellers wish to sell and the Purchasers wish to purchase the Sale Shares on the terms and subject to the conditions set out in this Agreement.

(C)

As an inducement for the Sellers to enter into this Agreement, and in furtherance of the transactions contemplated hereby, the Founders agree to, for the benefit of the Sellers, be bound by certain provisions relating to the sale and purchase of ordinary shares and ADSs of the Company after the Completion.

IT IS AGREED as follows:

INTERPRETATION

1.1

In addition to terms defined elsewhere in this Agreement, the definitions and other provisions in Schedule 1 apply throughout this Agreement, unless the contrary intention appears.

1.2

In this Agreement, unless the contrary intention appears, a reference to a Clause or Schedule is a reference to a Clause or Schedule to this Agreement. Schedule 1 forms part of this Agreement.

1.3

The headings in this Agreement do not affect its interpretation.

SALE AND PURCHASE OF THE SALE SHARES

2.1

Each Seller hereby agrees to, jointly and severally, sell the Sale Shares it beneficially owns to the Purchasers, and the Purchasers hereby agree to, jointly and severally, purchase such Sale Shares from the Sellers, upon the terms and subject to the conditions set forth in this Agreement.

2.2

The sale and purchase of the Sale Shares pursuant to this Agreement constitute a private, off- market transaction between the Sellers and the Purchasers and are not made on or through the Stock Exchange or with, through or involving any participant of the Stock Exchange.

CONSIDERATION

3.1

The aggregate consideration for the sale of the Sale Shares shall be US$25,200,000 (the "Purchase Price") exclusive of any transaction costs, which shall be allocated as follows: (i) CIPEF IV shall receive US$24,388,560 in consideration of the 11,613,600 ordinary shares of the Company to be sold by it; and (ii) CGPE IV shall receive US$811,440 in consideration of the 386,400 ordinary shares of the Company to be sold by it. The Purchase Price shall be paid by the Purchasers to each of the Sellers in one (1) installment in accordance with Clause 4 herein, unless otherwise agreed in writing between the Sellers and the Purchasers.

3.2

The Purchasers shall be jointly and severally liable for the due and punctual payment of the Purchase Price payable under this Agreement to each of the Sellers in accordance with the terms contemplated herein.

3.3

(a) If a Purchaser or Founder shall, within one (1) year after the Payment Date (as defined below), have purchased or entered into an agreement to purchase, ordinary shares or American depositary share ("ADS") units of the Company at a weighted average price higher than US$2.1 per ordinary share (the "Third Party Purchase Price"), in one or more Off-Market Transactions from one or more parties that are Institutional Investors and the aggregate number of ordinary shares or ADS units subject to such purchase or purchases is greater than two (2) percent of the total number of the Company's outstanding ordinary shares, then such Purchaser or Founder (as applicable) shall make or procure the making of payment to CIPEF IV in United States Dollars in an amount equal to the product of (i) 6,000,000 and (ii) the difference between (x) the Third Party Purchase Price and (y) US$2.1. Notwithstanding anything to the contrary in the foregoing, if a Purchaser or Founder shall, within one (1) year after the Payment Date, have purchased or entered into an agreement to purchase, either directly or indirectly (including, without limitation, through one or more intermediaries), ordinary shares or ADS units of the Company at a Third Party Purchase Price in one or more Off-Market Transactions from one or more Institutional Investors who, as of the Completion, each owns five (5) percent or more of the Company's ordinary shares (or its ADS equivalents), then such Purchaser or Founder (as applicable) shall make or procure the making of payment to CIPEF IV in United States Dollars in an amount equal to the product of (i) 6,000,000 and (ii) the difference between (x) the Third Party Purchase Price and (y) US$2.1.

(b) Each Purchaser hereby agrees that if on any date within one (1) year after the Payment Date the number of ordinary shares and/or ADS units owned by such Purchaser is lower than the number of ordinary shares acquired by it under this Agreement, and such Purchaser shall have sold to one or more third party ordinary shares or ADS units of the Company where the weighted average price of all sales is higher than US$2.1 per ordinary share ("Third Party Sale Price"), then such Purchaser shall make or procure the making of payment to CIPEF IV in United States Dollars in an amount equal to the product of (i) the difference between (x) the smallest number of ordinary shares and/or ADS units owned by such Purchaser during the one (1) year period after the Payment Date on any given day and (y) the number of ordinary shares acquired by such Purchaser under this Agreement and (ii) the difference between (z) the Third Party Sale Price and (w) US$2.1.

(c) The Third Party Purchase Price and Third Party Sale Price shall be adjusted for any share dividend, share subdivision, share split, recapitalization, dividend, or reclassification of the Company's ordinary shares.

3.4

The parties hereto acknowledge that the Founders are contemplating entering into a separate transaction with an Institutional Investor (the "Other Investor") within a short period of time from the date of this Agreement for the purchase of additional ordinary shares of the Company. Each Founder herby agrees that such purchase shall be on terms that are not more favorable to the Other Investor than the terms of this Agreement are to the Sellers.

COMPLETION AND SETTLEMENT

4.1

Completion of the sale and purchase of the Sale Shares shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 42/F, Edinburgh Tower, The Landmark, 15 Queen's Road Central, Hong Kong, or such other place as agreed in writing between the Sellers and the Purchasers.

4.2

Completion of the sale and purchase of the Sale Shares shall take place in one (1) installment. It shall take place at 10:00 a.m. on November 15, 2013 or such other date as agreed in writing between the Sellers and the Purchasers (the "Payment Date").

4.3

The sale and purchase of the Sale Shares shall be completed by the due execution and delivery by each Seller, on the Payment Date, of (a) original instruments of transfer in favor of the Purchasers of the number of Sale Shares to be sold by such Seller on such date substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect such transfer and (b) original share certificates evidencing the Sale Shares to be sold to each Purchaser under this Agreement. In addition, if requested by the Purchasers, the Sellers shall request the Company to issue to the Purchasers share certificate(s) representing the shares that are being transferred pursuant to such instruments of transfer.

4.4

On the Payment Date, the Purchasers shall make or procure the making of payment to each Seller the Purchase Price based on the allocation provided in Clause 3.1.

4.5

If a Purchaser or Founder shall have failed to make any payment with respect to any payment obligation set out in this Agreement on its due date, interest shall accrue on the total aggregate amount owed by such Purchaser or Founder (as applicable) to the Sellers from the due date up to the date of actual receipt by the Sellers of such payment at a rate equal to 16% per annum. Any interest accruing under this Clause 4.5 shall be immediately payable by such Purchaser or Founder (as applicable) on demand by the Sellers.

4.6

If a Purchaser shall have failed to make payment with respect to payment obligation set out in this Agreement on its due date, and such failure shall continue for a period of more than thirty (30) calendar days, then such Purchaser shall be liable to pay to the Sellers liquidated damages in United States Dollars in an amount equal to the difference, if positive, of the amount of the Purchase Price outstanding minus (x) in the event the Sellers shall have sold a portion of the Sale Shares to a third party, the aggregate consideration received by the Sellers in connection therewith or (y) in the event the Sellers shall not have sold a portion of the Sale Shares to a third party because the Sellers have determined at their reasonable discretion that it is not commercially practicable to sell such Sale Shares, fair market value of such Sale Shares on the date of such determination (the "Liquidated Damages"). The Liquidated Damages shall be immediately payable by such Purchaser on demand by the Sellers.

4.7

Simultaneously with the Completion and the receipt in full by the Sellers of the Purchase Price, the Sellers' nominee on the Company's board of directors shall resign from the board of directors.

4.8

For the avoidance of doubt, the Founders are parties to this Agreement solely with respect to Clauses 3.3, 4.5, 5.2 and 6 and each Founder hereby agrees that he shall be responsible for any breach of his obligations thereunder and shall indemnify the Sellers for any loss or damage resulting from such breach.

4.9

Unless otherwise instructed by the Sellers in writing, the Purchasers shall make all payments under this Agreement to the Seller's bank account as set out below:

For amounts payable to CIPEF IV:

Beneficiary Bank:	JPMorgan Chase Bank N.A.
	401 Madison Ave
	New York, NY 10017
ABA Number:	021 000 021
SWIFT BIC ID:	CHASUS33
Account Name:	CIPEF IV LP
Account Number:	771049905

For amounts payable to CGPE IV:

Beneficiary Bank:	JPMorgan Chase Bank N.A.
	401 Madison Ave
	New York, NY 10017
ABA Number:	021 000 021
SWIFT BIC ID:	CHASUS33

Account Name:	GPE IV LP
Account Number:	771049913

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

5.1

Each Seller represents and warrants to the Purchasers and the Founders that, except as otherwise specified, as at the date of this Agreement and at the Payment Date:

(a)

CIPEF IV is the legal owner of, and is entitled to and will sell and transfer the full legal ownership in 11,613,600 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other rights with respect to such shares; and

(b)

CGPE IV is the legal owner of, and is entitled to and will sell and transfer the full legal ownership in 386,400 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other rights with respect to such shares.

(c)

there is no litigation, suit, claim, action or any judicial or administrative proceeding, hearing or investigation pending or, to the knowledge of such Seller, threatened in writing against such Seller or affecting its assets before any court, arbitrator, governmental or administrative agency or regulatory authority (whether federal, state, county, local or foreign) which would prevent the consummation of the sale and purchase of the Sale Shares contemplated in this Agreement.

(d)

It is an entity duly formed and validly existing under the laws of the jurisdiction of its formation, with the requisite power and authority to enter into and to consummate the transactions contemplated in this Agreement.

(e)

The execution and delivery of this Agreement by such Seller and the consummation by it of the transactions contemplated in this Agreement have been duly authorized by all necessary action on the part of such Seller and no further action is required by the Seller.

5.2

Each Founder represents and warrants to each Seller that as at the date of this Agreement, the Payment Date and the Completion:

(a)

he is a citizen of the People's Republic of China;

(b)

he has full capacity to enter into this Agreement under the laws of all applicable jurisdictions and that no steps or proceeding has been taken to restrict his ability or legal capacity to enter into this Agreement or would require the approval of a third party or a governmental authority for him to enter into this Agreement; and

(c)

this Agreement has been duly executed and delivered by him and is a binding and valid agreement of his enforceable in accordance with its terms.

5.3

Each Purchaser represents and warrants to each Seller that as at the date of this Agreement, the Payment Date and the Completion:

(a)

it is a limited liability company duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands with full power to enter into, exercise its rights and perform its obligations under this Agreement;

(b)

it has in full force and effect all authorizations necessary to enter into this Agreement, observe its obligations under this Agreement and allow its obligations hereunder to be enforced;

(c)

its entry into, exercise of its rights and/or performance of its obligations under this Agreement do not and shall not contravene, or exceed any borrowing or other power or restriction granted or imposed by any law to which it is subject nor the Company's Memorandum or Articles of Association or other constitutional documents nor any other agreement to which the Company is a party, or which is binding on the Company or the Company's assets, or would result in the existence of, or oblige the Company to create, any Encumbrance over those assets; and

(d)

this Agreement has been duly executed and delivered by it and is a binding and valid agreement of such Purchaser enforceable in accordance with its terms.

5.4

The rights and remedies of (a) the Founders and the Purchasers in respect of the representations and warranties made by the Sellers in Clause 5.1, (b) the Sellers in respect of the representations and warranties made by the Founders in Clause 5.2, and (c) the Sellers in respect of the representations and warranties made by the Purchaser in Clause 5.3 shall survive Completion.

ANNOUNCEMENTS

No announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of the Sellers, the Purchasers or the Founders without the prior written approval of each other party. This shall not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange provided that the party with an obligation to make an announcement or circular shall consult with each other party insofar as is reasonably practicable before complying with such obligation; provided, that this Clause 6 shall have in any way affect any Seller's announcement, circular or communications with its affiliates, investors or partners.

CONDITION PRECEDENT AND TERMINATION

7.1

The obligations of each party hereto under Clauses 2, 3 and 4 are subject to the approval by the Company's board of directors of the sale and purchase between the Sellers and Purchasers contemplated by this Agreement.

7.2

This Agreement shall terminate at the earliest of (a) the date on which Completion shall have taken place, (b) the parties hereto entering into a written agreement to terminate this Agreement and (c) in the event Completion shall not have taken place by the Payment Date, the Payment Date.

GENERAL

8.1

Each party shall, at its own cost, do or procure the doing of all such acts and/ or execute or procure the execution of all necessary documents in a form satisfactory to the other parties which are necessary for giving full effect to the transactions contemplated by this Agreement and securing to such other parties the full benefit of all rights, powers and remedies conferred upon such other parties by this Agreement.

8.2

Each party shall pay the costs, expenses (including legal fees) and taxes incurred by it in connection with the entering into and completion of this Agreement.

8.3

Each party acknowledges and agrees that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy, and, accordingly, agrees that, in addition to any other remedies, each party will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as remedy and without the necessity of posting bond.

8.4

This Agreement contains the whole agreement between the parties relating to the transaction contemplated by this Agreement and supersedes all previous agreements, whether oral or in writing, between the parties relating to the transaction.

8.5

This Agreement may be executed in any number of counterparts (and any party may execute this Agreement by executing any counterpart), and by facsimile or .pdf format, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

8.6

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.

8.7

Each party hereto acknowledges that he or it knows that the other parties may have material, non-public information regarding the Company and its condition (financial or otherwise), results of operations, businesses, properties, plans, potential transactions and prospects (collectively, "Information"). Each party hereto further represents that he or it does not wish to receive any of this Information and that such Information might be material to such party's decision to sell or purchase, as applicable, the Sale Shares or otherwise materially adverse to such party's interests. Accordingly, each party hereto acknowledges and agrees that the other parties shall have no obligation to disclose to such party any of such Information. Furthermore, each party hereto further represents that he or it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale or purchase, as applicable, of the Sale Shares and has independently and without reliance upon the other parties to make his or its own analysis and decision to sell or purchase, as applicable, the Sale Shares. Each party hereto hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action he or it has or may have against the other parties and their affiliates, controlling persons, officers, directors, employees, representatives and agents, as applicable, based upon, relating to or otherwise arising out of the transaction contemplated hereby, including (without limitation) any claim or cause of action based upon, relating to or arising out of nondisclosure of the Information.

GOVERNING LAW AND DISPUTE RESOLUTION

9.1

This Agreement and any obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York.

9.2

Any dispute, controversy or claim arising out of or in relation to this Agreement, or the interpretation, breach termination or validity thereof, and any dispute, controversy or claim relating to any obligations arising out of or in connection with this Agreement, shall be finally resolved by arbitration seated in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules (the "Rules") for the time being in force when the "Notice of Arbitration" (defined therein) is submitted in accordance with the Rules. The number of arbitrators shall be three and arbitration proceedings shall be conducted in English.

AS WITNESS this Agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

SCHEDULE 1

In this Agreement:

Company means China Digital TV Holding Co., Ltd., a company organized and existing under the laws of the Cayman Islands, whose American depositary shares, each representing one (1) ordinary share of the Company, are listed on the Stock Exchange (symbol: STV);

Completion means the completion of the sale and purchase of the Sale Shares in accordance with Clause 4 of this Agreement;

Encumbrance means any encumbrance including any mortgage, pledge, charge (fixed or floating), lien, deposit or assignment by way of security, bill of sale, option or right of preemption, beneficial ownership (including usufruct and similar entitlements), any provisional or executional attachment and any other interest or right of any nature held, or claim that could be raised, by a third party, and any agreement or right to create or enforce any of the same;

Institutional Investor shall mean any institution that owns securities of the Company at and after the date of this Agreement, together with the institutional affiliates of such institution; provided, however that the term "Institutional Investor" does not include Mr. Hua GUO, Mr. Yuk Shing WONG and their respective immediately family members or any special purpose vehicle set up by any of them for the purpose of owning securities of the Company and CIPEF IV, CGPE IV and any of their affiliates;

Off-Market Transaction means any purchase of the Company's securities that is privately- negotiated or is not an ordinary brokerage transaction;

Sale Shares means 12,000,000 ordinary shares, par value US$0.0005 each, in the share capital of the Company;

Stock Exchange means The New York Stock Exchange; and

United States Dollars or US$ means the lawful currency of the United States of America.

In this Agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes references to:

(a)

that enactment as amended, extended or applied by or under any other enactment (before or after signature of this Agreement);

(b)

any enactment which that enactment re-enacts (with or without modification); and

(c)

any subordinate legislation made (before or after signature of this Agreement) under that enactment, as re-enacted, amended, extended or applied as described in paragraph (a) above, or under any enactment referred to in paragraph (b) above.

SIGNATORIES

Capital International Private Equity Fund IV, L.P.

By:	Capital International Investments IV, L.P.
	its general partner

By:	Capital International Investments IV, LLC
	its general partner

By:	Capital International, Inc.
	its managing member

By:	/s/ James Hsiang Ming Ho
Name: James Hsiang Ming Ho
Title: Partner

CGPE IV, L.P.

By:	Capital International Investments IV, LLC
	its general partner

By:	Capital International, Inc.
	its managing member

By:	/s/ James Hsiang Ming Ho
Name: James Hsiang Ming Ho
Title: Partner

Signature Page to SPA

SMART LIVE GROUP LIMITED

By:	/s/ Jianhua Zhu
Name:
Title:

POLAR LIGHT GROUP LIMITED

By:	/s/ Zengxiang Lu
Name:
Title:

Signature Page to SPA

MR. JIANHUA ZHU

By:	/s/ Jianhua Zhu

MR. ZENGXIANG LU

By:	/s/ Zengxiang Lu

Signature Page to SPA

EXHIBIT A - INSTRUMENT OF TRANSFER

1. INSTRUMENT OF TRANSFER

We, [Capital International Private Equity Fund IV, L.P.][CGPE IV, L.P.] of (transferor) c/o Capital International, Inc., 6455 Irvine Drive, Irvine, California 92618, United States of America, (address) for the value received, hereby sell, assign [Purchaser] (transferee) and transfer unto of [Purchaser's Address] (address) [•] (number of shares) [ordinary shares] of China Digital TV Holding, Co. Ltd (company name)

Dated this [·]th day of October , 2013

Signed by the Transferor:	In the presence of:

By: [·]

By: [·]

By:
Name:
Title:
For and on behalf of				Witness
[·]

EX-99.3 4 v360521_ex99-3.htm EXHIBIT 99.3

EXECUTION VERSION

CHINA DIGITAL TV SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made on November 5, 2013.

BETWEEN:

(1)

SB Asia Infrastructure Fund L,P. a limited partnership organized and existing under the laws of the Cayman Islands, having its registered address of Maples and Calder, Ugland House, PO Box 309GT, Grand Cayman, Cayman Islands (the "Seller");

(2)

GLORIES GLOBAL LIMITED, a BVI business company whose registered address is at 263 Main Street, Road Town, Tortola, British Virgin Islands ("Glories Global");,

(3)

SummitVista Group Limited, a BVI business company whose registered address is at P.O. Box 4301, Road Town, Tortola, British Virgin Islands("SummitVista")

(4)

SMART LIVE GROUP LIMITED, a BVI business company whose registered address is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands ("Smart Live");

(5)

(6)

(7)

BACKGROUND:

(A)

The Seller are the record and beneficial owner of the Sale Shares.

(B)

The Seller wish to sell and the Purchasers wish to purchase the Sale Shares on the terms and subject to the conditions set out in this Agreement.

(C)

As an inducement for the Seller to enter into this Agreement, and in furtherance of the transactions contemplated hereby, the Founders agree to, for the benefit of the Seller, be bound by certain provisions relating to the sale and purchase of ordinary shares and ADSs of the Company after the Completion.

IT IS AGREED as follows:

INTERPRETATION

1.1

In addition to terms defined elsewhere in this Agreement, the definitions and other provisions in Schedule 1 apply throughout this Agreement, unless the contrary intention appears.

1.2

In this Agreement, unless the contrary intention appears, a reference to a Clause or Schedule is a reference to a Clause or Schedule to this Agreement. Schedule 1 forms part of this Agreement.

1.3

The headings in this Agreement do not affect its interpretation.

SALE AND PURCHASE OF THE SALE SHARES

2.1

The Seller hereby agrees to sell the Sale Shares it beneficially owns to the Purchasers, and the Purchasers hereby agree to, jointly and severally, purchase such Sale Shares from the Seller, upon the terms and subject to the conditions set forth in this Agreement.

2.2

The sale and purchase of the Sale Shares pursuant to this Agreement constitute a private, off- market transaction between the Seller and the Purchasers and are not made on or through the Stock Exchange or with, through or involving any participant of the Stock Exchange.

CONSIDERATION

3.1

The aggregate consideration for the sale of the Sale Shares shall be US$12,600,000 (the "Purchase Price") exclusive of any transaction costs, which shall be allocated as follows: (i) Seller shall receive US$9,030,000 from Glories Global in consideration of the 4,300,000 ordinary shares of the Company to be sold by it; and (ii) Seller shall receive US$1,008,000 from SummitVista in consideration of the 480,000 ordinary shares of the Company to be sold by it; and (iii) seller shall receive US$1,281,000 from Smart Live in consideration of the 610,000 ordinary shares of the Company to be sold by it; and(iiii) seller shall receive US$1,281,000 from Polar Light in consideration of the 610,000 ordinary shares of the Company to be sold by it.

3.2

The Purchasers shall be jointly and severally liable for the due and punctual payment of the Purchase Price payable under this Agreement to each of the seller in accordance with the terms contemplated herein.

3.3

(a) If a Purchaser or Founder shall, within one (1) year after the Payment Date (as defined below), have purchased or entered into an agreement to purchase, ordinary shares or American depositary share ("ADS") units of the Company at a weighted average price higher than US$2.1 per ordinary share (the "Third Party Purchase Price"), in one or more Off-Market Transactions from one or more parties that are Institutional Investors and the aggregate number of ordinary shares or ADS units subject to such purchase or purchases is greater than two (2) percent of the total number of the Company's outstanding ordinary shares, then such Purchaser or Founder (as applicable) shall make or procure the making of payment to the Seller in United States Dollars in an amount equal to the product of (i) 6,000,000 and (ii) the difference between (x) the Third Party Purchase Price and (y) US$2.1. Notwithstanding anything to the contrary in the foregoing, if a Purchaser or Founder shall, within one (1) year after the Payment Date, have purchased or entered into an agreement to purchase, either directly or indirectly (including, without limitation, through one or more intermediaries), ordinary shares or ADS units of the Company at a Third Party Purchase Price in one or more Off-Market Transactions from one or more Institutional Investors who, as of the Completion, each owns five (5) percent or more of the Company's ordinary shares (or its ADS equivalents), then such Purchaser or Founder (as applicable) shall make or procure the making of payment to the Seller in United States Dollars in an amount equal to the product of (i) 6,000,000 and (ii) the difference between (x) the Third Party Purchase Price and (y) US$2.1.

(b) Each Purchaser hereby agrees that if on any date within one (1) year after the Payment Date the number of ordinary shares and/or ADS units owned by such Purchaser is lower than the number of ordinary shares acquired by it under this Agreement, and such Purchaser shall have sold to one or more third party ordinary shares or ADS units of the Company where the weighted average price of all sales is higher than US$2.1 per ordinary share ("Third Party Sale Price"), then such Purchaser shall make or procure the making of payment to the Seller in United States Dollars in an amount equal to the product of (i) the difference between (x) the smallest number of ordinary shares and/or ADS units owned by such Purchaser during the one (1) year period after the Payment Date on any given day and (y) the number of ordinary shares acquired by such Purchaser under this Agreement and (ii) the difference between (z) the Third Party Sale Price and (w) US$2.1.

3.4

COMPLETION AND SETTLEMENT

4.1

Completion of the sale and purchase of the Sale Shares shall take place at 2516-2520, Two Pacific Place, 88 Queensway, HongKong, or such other place as agreed in writing between the Seller and the Purchasers.

4.2

4.3

The sale and purchase of the Sale Shares shall be completed by the due execution and delivery by the Seller, on the Payment Date, of (a) original instruments of transfer in favor of the Purchasers of the number of Sale Shares to be sold by the Seller on such date substantially in the form attached hereto as Exhibit A and such other documents as are required under the laws of the Cayman Islands in order to effect such transfer and (b) original share certificates evidencing the Sale Shares to be sold to each Purchaser under this Agreement. In addition, if requested by the Purchasers, the Seller shall request the Company to issue to the Purchasers share certificate(s) representing the shares that are being transferred pursuant to such instruments of transfer.

4.4

On the Payment Date, the Purchasers shall make or procure the making of payment to the Seller the Purchase Price based on the allocation provided in Clause 3.1.

4.5

If a Purchaser or Founder shall have failed to make any payment with respect to any payment obligation set out in this Agreement on its due date, interest shall accrue on the total aggregate amount owed by such Purchaser or Founder (as applicable) to the Seller from the due date up to the date of actual receipt by the Seller of such payment at a rate equal to 16% per annum. Any interest accruing under this Clause 4.5 shall be immediately payable by such Purchaser or Founder (as applicable) on demand by the Seller.

4.6

If a Purchaser shall have failed to make payment with respect to payment obligation set out in this Agreement on its due date, and such failure shall continue for a period of more than thirty (30) calendar days, then such Purchaser shall be liable to pay to the Seller liquidated damages in United States Dollars in an amount equal to the difference, if positive, of the amount of the Purchase Price outstanding minus (x) in the event the Seller shall have sold a portion of the Sale Shares to a third party, the aggregate consideration received by the Seller in connection therewith or (y) in the event the seller shall not have sold a portion of the Sale Shares to a third party because the seller have determined at their reasonable discretion that it is not commercially practicable to sell such Sale Shares, fair market value of such Sale Shares on the date of such determination (the "Liquidated Damages"). The Liquidated Damages shall be immediately payable by such Purchaser on demand by the seller.

4.7

For the avoidance of doubt, the Founders are parties to this Agreement solely with respect to Clauses 3.3, 4.5, 5.2 and 6 and each Founder hereby agrees that he shall be responsible for any breach of his obligations thereunder and shall indemnify the seller for any loss or damage resulting from such breach.

4.8

Unless otherwise instructed by the seller in writing, the Purchasers shall make all payments under this Agreement to the Seller's bank account as set out below:

For amounts payable to seller

	SB Asia Infrastructure Fund L.P.
Name of Beneficiary’s Bank	US Bank NA
ABA of Beneficiary's Bank	091000022
Swift code of Beneficiary’s Bank	USBKUS44IMT
Address of Beneficiary's Bank	60 Livingston Ave, St. Paul, MN, USA
Account Number at Beneficiary’s Bank	173103781832
Beneficiary’s Name	ITC South & East Depository Account
Address of Beneficiary	Ugland House, South Church Street George Town, Grand Cayman Cayman Islands
For Further Credit Account Number	6728007094
For Further Credit Account Name	SB Asia infrastructure Fund LP
Message	Lynn Shotwell

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

5.1

The seller represents and warrants to the Purchasers and the Founders that, except as otherwise specified, as at the date of this Agreement and at the Payment Date:

(a)

The Seller is the legal owner of, and is entitled to and will sell and transfer the full legal ownership in 6,000,000 shares of the Sale Shares, and it can procure the transfer of the legal ownership of, such shares, in all cases free from all Encumbrances and, upon delivery of such shares by it to the Purchasers, such shares will have no restrictions on transferability and no person will have any pre-emptive or other rights with respect to such shares; and

(b)

there is no litigation, suit, claim, action or any judicial or administrative proceeding, hearing or investigation pending or, to the knowledge of the Seller, threatened in writing against the Seller or affecting its assets before any court, arbitrator, governmental or administrative agency or regulatory authority (whether federal, state, county, local or foreign) which would prevent the consummation of the sale and purchase of the Sale Shares contemplated in this Agreement.

(c)

(d)

The execution and delivery of this Agreement by the Seller and the consummation by it of the transactions contemplated in this Agreement have been duly authorized by all necessary action on the part of the Seller and no further action is required by the Seller.

5.2

Each Founder represents and warrants to the Seller that as at the date of this Agreement, the Payment Date and the Completion:

(a)

he is a citizen of the People's Republic of China;

(b)

(c)

this Agreement has been duly executed and delivered by him and is a binding and valid agreement of his enforceable in accordance with its terms.

5.3

Each Purchaser represents and warrants to the Seller that as at the date of this Agreement, the Payment Date and the Completion:

(a)

(b)

it has in full force and effect all authorizations necessary to enter into this Agreement, observe its obligations under this Agreement and allow its obligations hereunder to be enforced;

(c)

(d)

this Agreement has been duly executed and delivered by it and is a binding and valid agreement of such Purchaser enforceable in accordance with its terms.

5.4

The rights and remedies of (a) the Founders and the Purchasers in respect of the representations and warranties made by the Seller in Clause 5.1, (b) the Seller in respect of the representations and warranties made by the Founders in Clause 5.2, and (c) the Seller in respect of the representations and warranties made by the Purchaser in Clause 5.3 shall survive Completion.

ANNOUNCEMENTS

No announcement or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of the Seller, the Purchasers or the Founders without the prior written approval of each other party. This shall not affect any announcement or circular required by law or any regulatory body or the rules of any recognised stock exchange provided that the party with an obligation to make an announcement or circular shall consult with the other party insofar as is reasonably practicable before complying with such obligation; provided, that this Clause 6 shall have in any way affect the Seller's announcement, circular or communications with its affiliates, investors or partners.

CONDITION PRECEDENT AND TERMINATION

7.1

The obligations of each party hereto under Clauses 2, 3 and 4 are subject to the approval by the Company's board of directors of the safe and purchase between the Seller and Purchasers contemplated by this Agreement.

7.2

GENERAL

8.1

8.2

Each party shall pay the costs, expenses (including legal fees) and taxes incurred by it in connection with the entering into and completion of this Agreement.

8.3

8.4

8.5

This Agreement may be executed in any number of counterparts (and any party may execute this Agreement by executing any counterpart). This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

8.6

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.

8.7

Each party hereto acknowledges that he or it knows that the other parties may have material, non- public information regarding the Company and its condition (financial or otherwise), results of operations, businesses, properties, plans, potential transactions and prospects (collectively, "Information"). Each party hereto further represents that he or it does not wish to receive any of this Information and that such Information might be material to such party's decision to sell or purchase, as applicable, the Sale Shares or otherwise materially adverse to such party’s interests. Accordingly, each party hereto acknowledges and agrees that the other parties shall have no obligation to disclose to such party any of such Information. Furthermore, each party hereto further represents that he or it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale or purchase, as applicable, of the Sale Shares and has independently and without reliance upon the other parties to make his or its own analysis and decision to sell or purchase, as applicable, the Sale Shares. Each party hereto hereby waives and releases, to the fullest extent permitted by law, any and all claims and causes of action he or it has or may have against the other parties and their affiliates, controlling persons, officers, directors, employees, representatives and agents, as applicable, based upon, relating to or otherwise arising out of the transaction contemplated hereby, including (without limitation) any claim or cause of action based upon, relating to or arising out of nondisclosure of the Information.

GOVERNING LAW AND DISPUTE RESOLUTION

9.1

This Agreement and any obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the State of New York.

9.2

AS WITNESS this Agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

SCHEDULE 1

In this Agreement:

Completion means the completion of the sale and purchase of the Sale Shares in accordance with Clause 4 of this Agreement;

Encumbrance means any encumbrance including any mortgage, pledge, charge (fixed or floating), lien, deposit or assignment by way of security, bill of sale, option or right of pre-emption, beneficial ownership (including usufruct and similar entitlements), any provisional or executional attachment and any other interest or right of any nature held, or claim that could be raised, by a third party, and any agreement or right to create or enforce any of the same;

Off-Market Transaction means any purchase of the Company's securities that is privately- negotiated or is not an ordinary brokerage transaction;

Sale Shares means 6,000,000 ordinary shares, par value US$0.0005 each, in the share capital of the Company;

Stock Exchange means The New York Stock Exchange; and

United States Dollars or US$ means the lawful currency of the United States of America.

In this Agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes references to:

(a)

that enactment as amended, extended or applied by or under any other enactment (before or after signature of this Agreement);

(b)

any enactment which that enactment re-enacts (with or without modification); and

(c)

SIGNATORIES

SB Asia Infrastructure Fund L.P.

By:
	Name:
	Title:

GLORIES GLOBAL LIMITED

By:	/s/ Weng Jiyi
	Name: Mr. Weng Jiyi
	Title: Director

SummitVista Group Limited

By:	/s/ Pan Jianyue
	Name: Mr. Pan Jianyue
	Title: Director

Mr. Jianhua Zhu

By:	/s/ Jianhua Zhu

Mr. Zengxiang Lu

By:	/s/ Zengxiang Lu

SMART LIVE GROUP LIMITED

By:	/s/ Zhu Jianhua
	Name: Mr. Zhu Jianhua
	Title: Director

POLAR LIGHT GROUP LIMITED

By:	/s/ Lu Zengxiang
	Name: Mr. Lu Zengxiang
	Title: Director

Lu
Zengxi
ang

:Lu

Zengxiang

DN: cn=Lu Zengxiang,

o=Polar Light Group

Limited, ou=Director,

email=luzxiang@gmail.c

om, c=CN

: 2013.10.30

09:29:32 +08'00’

EXHIBIT A - INSTRUMENT OF TRANSFER

1. INSTRUMENT OF TRANSFER

We, [Seller]________________________ of (transferor)________________ (address) for the value received, hereby sell, assign [Purchaser]_______ (transferee) and transfer unto of [Purchaser's Address]_________________________________________ (address) _____ [•]__________ (number of____________________________________ shares) [ordinary shares] of China Digital TV Holding, Co, Ltd._____________ (company name)

Dated this [•]^thday of October_____________ , 2013

Signed by the Transferor:			In the presence of:

By: [•]

By: [•]

By:
Name:
Title:
For and on behalf of			Witness
[•]

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