BEIJING, Oct. 27, 2014 /PRNewswire/ -- China Digital
TV Holding Co., Ltd. (NYSE: STV)
("China Digital TV" or "the Company"), the leading provider of
conditional access ("CA") systems and comprehensive services to
China's digital television market,
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 Thursday, November 27,
2014 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. Zhu Jianhua as a Class I Director of the Board
of Directors of the Company for a new three-year term.
- To consider and approve the re-election of Dr. Lu Zengxiang as
a Class I Director of the Board of Directors of the Company 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 100% equity interests in its indirectly
wholly-owned subsidiary, Beijing Super TV Co., Ltd., as
contemplated by a share transfer agreement (as amended, the "Share
Transfer Agreement") dated October 9,
2014 among the Company, China Digital TV Technology Co.,
Ltd., Golden Benefit Technology Limited, Shanghai Tongda Venture
Capital Co., Ltd. and Cinda Investment Co., Ltd., and to adopt and approve the Share
Transfer Agreement and the other transactions contemplated thereby,
as well as certain "Ancillary Agreements" in connection therewith
and the transactions contemplated thereby. The Ancillary Agreements
include a profit compensation agreement, a share subscription
agreement and a framework agreement among all or some of the
parties to the Share Transfer Agreement dated October 9, 2014, each as amended.
ORDINARY RESOLUTION at the EGM:
- To consider and approve the adjournment or postponement 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 Share
Transfer Agreement, the other transactions contemplated thereby, as
well as the Ancillary Agreements and the transactions contemplated
thereby.
Holders of record of ordinary shares of the Company at the close
of business on October 30, 2014 are
entitled to notice of, and to vote at, the AGM and the EGM or any
adjournment or postponement 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 5, 2014 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 is the leading provider of CA
systems and comprehensive services to China's expanding digital television market.
CA systems enable television network operators to manage the
delivery of customized content and services to their subscribers.
China Digital TV conducts substantially all of its business through
its PRC subsidiary, Beijing Super TV Co., Ltd., and its affiliate,
Beijing Novel-Super Digital TV Technology Co., Ltd., as well as
subsidiaries of its affiliate.
For investor and media inquiries, please contact:
In China:
Nan Hao
China Digital TV
Tel: +86-10-6297-1199 x 9780
Email: ir@chinadtv.cn
Brunswick Group
Tel: +86-10-5960-8610
Email: chinadigital@brunswickgroup.com
In the U.S.:
Brunswick Group
Tel: +1-212-333-3810
Email: chinadigital@brunswickgroup.com
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SOURCE China Digital TV Holding Co., Ltd.