SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the Month of November 2014

 

Commission File Number 001-33692

 

China Digital TV Holding Co., Ltd.
(Translation of registrant’s name into English)

 

Jingmeng High-Tech Building B, 4th Floor
No. 5 Shangdi East Road
Haidian District, Beijing 100085
People’s Republic of China
(Address of principal executive offices)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F x Form 40-F ¨

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____)

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___)

 

(Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes ¨ No x

 

(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- ___________.)

 

 

 

 
 

 

EXHIBITS

 

Exhibit Number Page
99.1 Notice of Annual General Meeting of Shareholders to be held on November 27, 2014 4
99.2 Proxy Statement for Annual General Meeting of Shareholders to be held on November 27, 2014 5
99.3 Form of Proxy for Annual General Meeting of Shareholders to be held on November 27, 2014 8

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CHINA DIGITAL TV HOLDING CO., LTD.
     
     
Date: Nov 10, 2014 By: /s/ Zengxiang LU
  Name:  Zengxiang LU
  Title: Chairman and Chief Executive Officer

  

 

 



 

Exhibit 99.1

 

China Digital TV Holding Co., Ltd.

Notice of Annual General Meeting of Shareholders

 

Notice is hereby given that the Annual General Meeting of Shareholders (the “Meeting”) of China Digital TV Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), will be held on November 27, 2014, at 10:00 a.m., Beijing time, at the 4th Floor, Tower B, Jingmeng High-Tech Bldg, No.5 Shangdi East Road, Haidian District, Republic of China, for the purposes of considering and, if thought fit, passing the following resolutions (with or without modification) as ordinary resolution:

 

ORDINARY RESOLUTIONS

 

1.That Jianhua Zhu be re-elected as a Class I Director for a new three-year term.

 

2.That Zengxiang Lu be re-elected as a Class I Director for a new three-year term.

 

Additional information regarding the matters to be acted on at the Meeting can be found in the accompanying proxy statement (the “Proxy Statement”).

 

All holders of record of the Company’s ordinary shares as of October 30, 2014, will be entitled to attend and vote at the Meeting.

 

This notice of the Meeting, the proxy card, the Proxy Statement and a copy of the Company’s Annual Report for the year ended December 31, 2013 are also available through the Company’s website at http://ir.chinadtv.cn. The Company will also provide a hard copy of the Company’s complete audited financial statements free of charge to the shareholders upon request. Our Annual Report does not constitute proxy soliciting material.

  

  By Order of the Board of Directors,
   
  /s/ Zengxiang Lu
  Zengxiang Lu
  Chairman and Chief Executive Officer
  Beijing, China
  November 7, 2014

 

 

  



 

Exhibit 99.2

 

China Digital TV Holding Co., Ltd.

 

PROXY STATEMENT

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

November 27, 2014

 

INTRODUCTION

 

This proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors of China Digital TV Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), to be used at the Annual General Meeting of Shareholders (the “Annual General Meeting”) of the Company to be held at Company office, 4th Floor, Tower B, Jingmeng High-Tech Bldg, No.5 Shangdi East Road, Haidian District, Republic of China, at 10:00 a.m., Beijing time, and at any adjournments or postponements of the Annual General Meeting.

 

The Board of Directors has established October 30, 2014 as the date used to determine those record holders of the Company’s ordinary shares to whom the notice of the Annual General Meeting will be sent (the “Shareholders Record Date”). The Board of Directors has also established October 30, 2014 as the date used to determine those record holders of the Company’s American Depositary Shares (the “ADSs”) to whom the notice of the Annual General Meeting will be sent (the “ADS Holders Record Date”). If you properly cast your vote by executing and returning the enclosed proxy card (and, in the case of shareholders, if your proxy is not subsequently revoked), your vote will be voted in accordance with your instructions. If you execute and return the enclosed proxy card appointing the Chairman of the Annual general Meeting as your proxy but do not give instructions as to how to vote, your proxy will be voted FOR the proposal described in this proxy statement and otherwise in accordance with the judgment of the person or persons voting the proxy on any other matter properly brought before the Annual General Meeting.

 

A shareholder executing a proxy may revoke it before it is exercised by giving written notice revoking the proxy to Mr. Nan Hao at the Company, by subsequently filing another proxy bearing a later date or by attending the Annual General Meeting and voting in person. A vote cast in accordance with the instructions of a proxy shall be valid notwithstanding (i) the death or unsoundness of mind, subsequent to the execution of the proxy but prior to the Annual General Meeting, of the shareholder who executes the proxy, or (ii) revocation of the proxy, if no written instrument setting forth such death, insanity or revocation shall have been received by the Company at its office as specified in the Notice of the Annual General Meeting no later than two hours prior to the commencement of the Annual General Meeting or of any adjournments or postponements of the Annual General Meeting. The attendance at the Annual General Meeting in person by a shareholder will automatically revoke any proxy given.

 

 
 

 

Quorum and Voting Requirements

 

Two shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative holding shares representing in the aggregate no less than one third in nominal value of the total outstanding voting shares in the Company will constitute a quorum for all purposes.

 

The affirmative vote of two-thirds of the outstanding voting shares present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative is required to approve special resolutions. The affirmative vote of a majority of the outstanding voting shares present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative is required to approve ordinary resolutions.

 

Expenses of Solicitation

 

The Company will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual General Meeting. The Company will reimburse the depositary bank for the ADSs, Deutsche Bank Trust Company Americas, for costs incurred by it in mailing proxy materials to ADS holders in accordance with the deposit agreement.

 

Annual Report

 

A copy of the Company’s Annual Report for the fiscal year of 2013 is available through the Company’s website at http://ir.chinadtv.cn. The Company will also provide a hard copy of the Company’s complete audited financial statements free of charge to the shareholders upon request. Our Annual Report does not constitute proxy soliciting material.

 

PROPOSALS

 

-Ordinary Resolution to Re-elect Jianhua Zhu as a Class I Director
-Ordinary Resolution to Re-elect Zengxiang Lu as a Class I Director

 

Our Board of Directors currently consists of six members, each serving a three-year term. The terms of the directors are staggered. Two directors’ terms expire at this year’s Annual General Meeting and are eligible for re-election at the Annual General Meeting. The Board of Directors has nominated the incumbent directors, Jianhua Zhu and Zengxiang Lu, for new terms to expire at the Annual General Meeting of Shareholders of the Company to be held in 2017.

 

Jianhua Zhu, one of our founders, has served as the chairman of our board of directors from November 2008 to June 2014 and as chief executive officer of our company from December 2006 to June 2014 and has been a director since 2004. He was the chairman of our board of directors from 2004 until December 2006. From 2001 until 2004, Mr. Zhu was general manager of N-T Information Engineering. From 1998 until 2001, he was deputy general manager of N-T Information Engineering. He has also been the supervisor of N-T Information Engineering since 2006. Mr. Zhu was the executive director of Guangdong R&D prior to April 2010. He worked at the China Technology Import and Export Corp. from 1994 until 1997. Mr. Zhu holds bachelor’s and master’s degrees in precision instrumentation from Tsinghua University.

 

 
 

 

Dr. Lu, one of our co-founder, has been a board member since 2004. He was chairman of our board of directors and our chief strategy officer from December 2006 until November 2008 and chief executive officer from 2004 until December 2006. Dr. Lu was also the director of the Guangdong Digital Media Research Institute from 2005 until 2007. Dr. Lu worked on the development of CA systems at Tsinghua Tongfang from 1999 to August 2001. He was deputy general manager of N-T Information Engineering from August 2001 until 2004, and has served on the board of N-T Information Engineering since 1998. Dr. Lu holds a bachelor's degree in automation and a Ph.D. in signal processing from Tsinghua University.

 

The Board of Directors recommends a vote FOR the re-election of Jianhua Zhu and Zengxiang Lu.

  

OTHER MATTERS

 

As of the date hereof, there are no other matters that the Board of Directors intends to present, or has reason to believe others will present, at the Annual General Meeting. If other matters properly come before the Annual General Meeting, the persons named in the accompanying form of proxy card will vote in accordance with their best judgment with respect to such matters.

 

  By Order of the Board of Directors,
   
  /s/ Zengxiang Lu
  Zengxiang Lu
  Chairman and Chief Executive Officer
  Beijing, China

 

 

 



 

Exhibit 99.3

 

CHINA DIGITAL TV HOLDING CO., LTD.

 

(Incorporated in the Cayman Islands with limited liability)

 

Form of Proxy for Annual General Meeting

(or any adjournment thereof) to be held on November 27, 2014

 

I/We, _____________ being the registered holder of ____________ ordinary shares (Note 1), par value US$0.0005 per share, of China Digital TV Holding Co., Ltd. (the “Company”) hereby appoint the Chairman of the Annual General Meeting(Note 2) or________________ of ____________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjournment thereof) (the “Meeting”) of the Company to be held at 4th Floor, Tower B, Jingmeng High-Tech Bldg, No.5 Shangdi East Road, Haidian District, Republic of China, on November 27, 2014, at 10:00 a.m. (Beijing time), and at any adjournment(s) or postponement(s) thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

ORDINARY RESOLUTIONS FOR(Note 3) AGAINST(Note 3) ABSTAIN
Resolution No.1 as set out in the Notice of Annual General Meeting.      
Resolution No.2 as set out in the Notice of Annual General Meeting.      

 

 

Dated _______________, 2014 Signature(s) _________________ (Notes 4, 5, 6 and 7)

 

 

 

 

 

 

Notes:

 

1Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
2If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE EXTRODINARY GENERAL MEETING OR” and insert the name and address of the proxy desired in the space provided. A member holding two or more shares may appoint one or more proxies to attend and vote in his or her stead. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
3IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR.” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST.” Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolution referred to in the Notice of Annual General Meeting which has been properly put to the Meeting.
5In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
6To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the offices of the Company’s Corporate Secretary at 4/F Jingmeng High-Tech Building B, No. 5 Shangdi East Road, Haidian District, Beijing, P.R.C. not less than 48 hours before the time of the Meeting or any adjourned meeting.
7Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish and in such event, the form of proxy shall be deemed to be revoked.