BEIJING, Nov. 7, 2016 /PRNewswire/ -- China Digital TV
Holding Co., Ltd. (NYSE: STV) ("China Digital TV" or "the
Company"), one of the leading providers of cloud-based application
platforms and conditional access ("CA") systems which enable
China's digital cable television
market to offer and secure diversified content services, today
announced that it will hold its annual general meeting (the "AGM")
and an extraordinary general meeting of shareholders ( the "EGM")
at 4/F Jingmeng High-Tech Building B, No. 5 Shangdi East Road,
Haidian District, Beijing, P.R.C.,
on December 19, 2016 at 10:00 am and 10:30
am (Beijing time),
respectively, for the purposes of considering and, if thought fit,
passing the following resolutions:
ORDINARY RESOLUTIONS at the AGM:
- To consider and approve the re-election of Mr. Jianyue Pan as a
Class III Independent Director of the Company's Board of Directors
for a new three-year term.
- To consider and approve the re-election of Mr. Songzuo Xiang as
a Class III Independent Director of the Company's Board of
Directors for a new three-year term.
SPECIAL RESOLUTION at the EGM:
- To consider and approve the sale (the "Sale") of the Company's
CA, Network Broadcasting Platform and Video on Demand businesses,
through the sale of all of the Company's indirectly-held equity
interests in Beijing Super TV Co., Ltd., ("Super TV"), which equity
interests represent approximately 90.09% of the outstanding equity
interests of Super TV, as contemplated by an equity transfer
agreement (the "Equity Transfer Agreement") dated November 7, 2016 by and among Golden Benefit
Technology Limited, an indirect wholly-owned subsidiary of the
Company, Super TV and Changxing Bao Li Rui Xin Technology Co.,
Ltd., a newly-formed limited liability company collectively owned
by several buyer parties, including Mr. Jianhua Zhu, Chief Executive Officer of China
Digital TV, and Mr. Dong Li,
President of Super TV., and to adopt and approve the Equity
Transfer Agreement and certain agreements ancillary thereto (the
"Ancillary Agreements"), including a voting and support agreement
(the "Voting Agreement") by and among the Company, Super TV and Mr.
Zhu.
ORDINARY RESOLUTION at the EGM:
- To consider and approve the adjournment of the EGM, if
necessary or appropriate, to solicit additional proxies in the
event that there are insufficient votes at the time of the meeting
to approve the Sale and adopt and approve the Equity Transfer
Agreement, the other transactions contemplated thereby, as well as
the Ancillary Agreements (including the Voting Agreement) and the
transactions contemplated thereby.
Holders of record of ordinary shares of the Company at the close
of business on November 21, 2016 are
entitled to notice of, and to vote at, the AGM and the EGM or any
adjournment thereof. Holders of the Company's American depositary
shares ("ADSs") who wish to exercise their voting rights for the
underlying ordinary shares must act through the depositary of the
Company's ADS program, Deutsche Bank Trust Company Americas.
The notice of the AGM and EGM, which sets forth the resolutions
to be submitted for shareholder approval at the AGM and EGM, will
be available on November 28, 2016 on
the Investor Relations section of the Company's website at:
http://ir.chinadtv.cn.
Shareholders may request a hard copy of the Company's annual
report, free of charge, by emailing ir@chinadtv.cn or by
contacting:
China Digital TV
Jingmeng High-Tech Building B, 4th Floor
No. 5 Shangdi East Road, Haidian District
Beijing 100085, People's Republic of China
About China Digital TV
Founded in 2004, China Digital TV enables television network
operators to manage, extend and diversify content services across
households and public areas in China. China Digital TV is one of the leading
providers of cloud-based application platforms and network
broadcasting platform services to Chinese cable operators, helping
them to effectively bring mobile gaming apps and other
entertainment options to household television sets, and extend
cable programming outside the home to any mobile device. China
Digital TV is also one of the leading providers of CA systems in
China's digital television market.
CA systems enable television network operators to secure the
delivery of content to their subscribers. The Company cooperates
with nearly all of China's cable
television operators.
For more information please visit the Investor Relations section
of China Digital TV's website at http://ir.chinadtv.cn.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. Such forward-looking
statements are made under the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995.
These forward-looking statements can be identified by
terminology such as "will", "expects", "anticipates", "future",
"intends", "plans", "believes", "estimates", "may", "should" and
similar expressions. China Digital TV may also make forward-looking
statements in its periodic reports filed with the Securities and
Exchange Commission, in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about China
Digital TV's beliefs and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from projections contained or implied in any
forward-looking statement, including but not limited to the
following: the occurrence of any event, change or other
circumstances that could give rise to the termination of the Equity
Transfer Agreement, the inability to complete the proposed Sale due
to the failure to obtain shareholder approval or the failure to
satisfy other conditions to completion, risks related to disruption
of management's attention from China Digital TV's ongoing business
operations due to the Sale, the effect of the announcement of the
proposed Sale on China Digital TV's relationships with its
customers, suppliers and employees, competition in the CA systems,
digital television, cable television and related industries in
the Peoples Republic of China
("PRC") and the impact of such competition on prices, our ability
to implement our business strategies, changes in technology, the
progress of the television digitalization in the PRC, the structure
of the cable television industry or television viewer preferences,
changes in PRC laws, regulations or policies with respect to the CA
systems, digital television, cable television and related
industries, including the extent of non-PRC companies'
participation in such industries, and changes in political,
economic, legal and social conditions in the PRC, including the
government's policies with respect to economic growth, foreign
exchange and foreign investment.
Further information regarding these and other risks and
uncertainties is included in our annual report on Form 20-F and
other documents filed with the Securities and Exchange Commission.
China Digital TV does not assume any obligation to update any
forward-looking statements, which apply only as of the date of this
press release.
This announcement is neither a solicitation of proxies, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other proxy
materials that may be provided or made available to
shareholders.
For investor and media inquiries, please contact:
China Digital TV Holding Co., Ltd.
Nan Hao
Investor Relations Manager
Tel: +86-10-6297-1199 x 9780
Email: ir@chinadtv.cn
ICR, Inc.
Violet Gu
Tel: +1 (646) 328-1950
Email: stv@icrinc.com
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SOURCE China Digital TV Holding Co., Ltd.