UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 1)* |
China Digital TV Holding Co., Ltd.
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(Name of Issuer)
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Ordinary shares, par value $0.0005 per share
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(Title of Class of Securities)
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16938G 107
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(CUSIP Number)
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Credit Suisse Trust Limited,
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1 Raffles Link #05-02, Singapore 039393
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+65 6212 6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
May 4, 2017
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 16938G 107
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13D
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Firstvision Limited |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) × |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,133,168 (1) |
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8.
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SHARED VOTING POWER
155,418 (2) |
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9.
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SOLE DISPOSITIVE POWER
12,133,168 (1) |
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10.
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SHARED DISPOSITIVE POWER
155,418 (2) |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,210,877 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.87% (3) |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Represents: (i) 9,273,393 Ordinary Shares and 2,859,775 American Depositary Receipts ("ADRs"), 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. On May 3, 2017, Smart Live exercised 1,150,000 options into ADRs. Therefore, the total number of ADRs beneficially owned increased to 2,859,775.
(2) Represents 155,418 Ordinary Shares of the Issuer held by China Cast Investment Holdings Limited ("China Cast"). Each of Polar Light Group Limited ("Polar Light") and Smart Live Group Limited ("Smart Live") held 50% of the equity interest of China Cast.
(3) The percentage used herein is calculated based upon 60,297,192 Ordinary Shares of the Issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer's current report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).
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CUSIP No. 16938G 107
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13D
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1.
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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 |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) × |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,133,168 |
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8.
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SHARED VOTING POWER
155,418 |
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9.
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SOLE DISPOSITIVE POWER
12,133,168 |
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10.
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SHARED DISPOSITIVE POWER
155,418 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,210,877 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 19.87% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 16938G 107
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13D
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Firestone Investments Limited |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) × |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,385,769 (1) |
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8.
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SHARED VOTING POWER
155,418 (2) |
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9.
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SOLE DISPOSITIVE POWER
12,385,769 (1) |
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10.
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SHARED DISPOSITIVE POWER
155,418 (2) |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,463,478 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.28% (3) |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) Represents: (i) 9,273,393 Ordinary Shares and 3,112,376 ADRs of the Issuer held by Polar Light, a company incorporated under the laws of British Virgin Islands. Polar Light is owned 100% by vote and value by Firestone Investments Limited, a company incorporated under the laws of the Commonwealth of the Bahamas. Firestone Investments Limited is owned 100% by vote and value by the L&C Family Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Zengxiang Lu ("Mr. Lu") is the settlor of the L&C Family Trust. On May 3, 2017, Polar Light exercised 1,150,000 options into ADRs. Therefore, the total number of ADRs beneficially owned increased to 3,112,376.
(2) Represents 155,418 Ordinary Shares of the Issuer held by China Cast. Each of Polar Light and Smart Live held 50% of the equity interest of China Cast.
(3) The percentage used herein is calculated based upon 60,297,192 Ordinary Shares of the Issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer's current report on Form 20-K filed with the Securities and Exchange Commission on April 21, 2017).
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CUSIP No. 16938G 107
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13D
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse Trust Limited as trustee for The L&C Family Trust |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ×
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
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||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
12,385,769 |
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8.
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SHARED VOTING POWER
155,418 |
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9.
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SOLE DISPOSITIVE POWER
12,385,769 |
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10.
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SHARED DISPOSITIVE POWER
155,418 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,463,478 |
|
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||||||||
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
|
||||||||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.28% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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No. of shares
beneficially owned |
% of shares beneficially owned
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Shares subject to
sole voting power |
Shares subject to
shared voting power |
Shares subject to
sole dispositive power |
Shares subject to
shared dispositive power |
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Firstvision Limited
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12,210,877
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19.87%
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12,133,168
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155,418
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12,133,168
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155,418
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Credit Suisse Trust Limited as trustee for The Scott Zhu Trust
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12,210,877
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19.87%
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12,133,168
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155,418
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12,133,168
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155,418
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Firestone Investments Limited
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12,463,478
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20.28%
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12,385,769
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155,418
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12,385,769
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155,418
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Credit Suisse Trust Limited as trustee for The L&C Family Trust
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12,463,478
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20.28%
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12,385,769
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155,418
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12,385,769
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155,418
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Exhibit 99.1 |
Joint Filing Agreement, dated May 4, 2017, by and among the reporting persons.
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Exhibit 99.2 |
Share Purchase Agreement, dated April 25, 2017, between Smart Live and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Smart Live and Mr. Zhu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference).
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Exhibit 99.3 |
Share Purchase Agreement, dated April 25, 2017, between Polar Light and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Polar Light and Mr. Lu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference).
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FIRSTVISION LIMITED
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/s/ Bukit Merah Limited |
Bukit Merah Limited
Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng |
/s/ Koh Bee Eng
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Koh Bee Eng
Authorised Signatories
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FIRESTONE INVESTMENT LIMITED
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/s/ Bukit Merah Limited
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Bukit Merah Limited
Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE L&C FAMILY TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng |
/s/ Koh Bee Eng
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Koh Bee Eng
Authorised Signatories
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Exhibit 99.1 |
Joint Filing Agreement, dated May 4, 2017, by and among the reporting persons.
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Exhibit 99.2 |
Share Purchase Agreement, dated April 25, 2017, between Smart Live and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Smart Live and Mr. Zhu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference).
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Exhibit 99.3 |
Share Purchase Agreement, dated April 25, 2017, between Polar Light and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Polar Light and Mr. Lu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference).
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FIRSTVISION LIMITED
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/s/ Bukit Merah Limited |
Bukit Merah Limited
Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng |
/s/ Koh Bee Eng
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Koh Bee Eng
Authorised Signatories
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FIRESTONE INVESTMENT LIMITED
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/s/ Bukit Merah Limited
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Bukit Merah Limited
Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE L&C FAMILY TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng |
/s/ Koh Bee Eng
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Koh Bee Eng
Authorised Signatories
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