UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
China Digital TV Holding Co., Ltd.
(Exact name of registrant as specified
in its charter)
Cayman Islands |
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001-33692 |
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Not Applicable |
(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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)
(zip code)
Mr. Nan Hao
Telephone: (+86 10) 6297 1199
(Name and telephone number, including
area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which
this form is being filed, and provide the period to which the information in this form applies:
x Rule
13p-1 under the Securities Exchange Act (17 CFR240.13p-1) for the reporting period from January 1 to December 31, 2014.
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
China Digital TV Holding Co., Ltd. has concluded in good faith
that during 2014 we have manufactured or contracted to manufacture products which contain conflict minerals that are necessary
to the functionality or production of these products (such minerals are referred to as “necessary conflict minerals”).
Based on a reasonable country of origin inquiry, we have reason to believe that our necessary conflict minerals originated or may
have originated in the Democratic Republic of the Congo or an adjoining country as defined in the instructions to Form SD.
Forward-Looking Statements
This Specialized Disclosure Report on Form SD, including the
Conflict Minerals Report exhibit, contains forward-looking statements that are based upon management’s expectations and beliefs
concerning future events impacting CDTV. Certain matters contained herein concerning the future, including risk mitigation steps,
constitute forward-looking statements and are based upon management's expectations and beliefs. There can be no assurance that
these future events will occur as anticipated. Forward-looking statements speak only as of the date they were made, and we undertake
no obligation to publicly update them. For a description of certain factors that could cause our future results to differ materially
from those expressed in any forward-looking statement, see the section headed "Forward Looking Statements" in our annual
report on Form 20-F for the fiscal year ended December 31, 2014.
Inherent Limitations on Due Diligence Procedures
As a downstream purchaser of finished products containing conflict
minerals, our due diligence procedures can provide only reasonable, not absolute, assurance regarding the source and chain of custody
of such materials. Our due diligence processes are based on the necessity of seeking data from our direct suppliers and those suppliers
seeking similar information within their supply chains to identify the original sources of conflict minerals. We also rely, to
a large extent, on information collected and provided by third parties. Such sources of information may yield inaccurate or incomplete
information and may be subject to fraud.
Item 1.02 Exhibit
A copy of our Conflict Minerals Report is provided as Exhibit
1.01 hereto and is publicly available at http://ir.chinadtv.cn. The content of such website is not a part of this Specialized Disclosure
Report on Form SD
Section 2 – Exhibit
Item 2.01 Exhibit
Exhibit 1.01 – Conflict Minerals Report as required by
Items 1.01 and 1.02 of this Form SD.
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.
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CHINA DIGITAL TV HOLDING CO., LTD | |
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(Registrant) | |
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By: | |
/s/ Zengxiang Lu | |
Date: May 29, 2015 |
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Zengxiang Lu | |
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Chairman and Chief Executive Officer | |
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EXHIBIT 1.01
China
Digital TV Holding Co., Ltd.
CONFLICT MINERALS REPORT
for
the Year Ended December 31, 2014
This Conflict Minerals Report of China Digital TV Holding Co.,
Ltd. (together with its consolidated subsidiaries, “CDTV,” “we,” or “our”) has been prepared
for the period from January 1, 2014 to December 31, 2014 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities
Exchange Act of 1934 (“1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions
of the terms used in this report, unless otherwise defined herein.
Reasonable Country of Origin Inquiry
We have concluded in good faith that during 2014 we manufactured
or contracted to manufacture products which contain conflict minerals that are necessary to the functionality or production of
these products (such minerals are referred to as “necessary conflict minerals”). Based on a reasonable country of
origin inquiry (“RCOI”), we have reason to believe that our necessary conflict minerals originated or may have originated
in the Democratic Republic of the Congo or an adjoining country as defined in the instructions to Form SD (the "Covered Countries").
As we are a downstream supplier of finished products and do
not purchase from, and have no established commercial relationships with, smelters or refiners of the necessary conflict minerals,
our RCOI focused on our direct suppliers and we rely on them to assist with our RCOI efforts, including the identification of
smelters and refiners of the necessary conflict minerals contained in the materials which they supply to us. In 2014, we purchased
substantially all of the materials used in our finished products from one direct supplier, STMicroelectronics, or STM. We conducted
a supply chain survey with STM to obtain country of origin information for the necessary conflict minerals by using the Electronic
Industry Citizenship Coalition and the Global e-Sustainability Initiative Conflict Minerals Reporting Template (the “Conflict
Minerals Reporting Template”) published by the Conflict-Free Sourcing Initiative (“CFSI”) (formally known as
EICC/GeSI template) as well as by follow-up e-mails and phone calls to STM.
STM responded to our RCOI survey and indicated on the Conflict
Minerals Reporting Template that it knew or had reason to believe that tantalum, tungsten and gold incorporated into certain STM
products had originated in a Covered Country and did not come from recycled or scrap sources. CDTV products that may have originated
from a Covered Country, and that did not come from recycled or scrap sources, are subject to further due diligence. After performing
further due diligence, we ultimately concluded that only two smelters or refiners in our supply chain may have sourced necessary
conflict minerals from the Covered Countries. As noted below, each of these smelters or refiners was certified by EICC-GeSI as
a "Conflict Free Smelter."
Due Diligence
We have exercised due diligence on the source and chain of
custody of our necessary conflict minerals obtained from STM that conforms to the Organization for Economic Co-operation and Development's
(“OECD”) internationally recognized due diligence framework found in OECD Due Diligence Guidance for Responsible
Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition and the OECD's related Supplement
on Tin, Tantalum and Tungsten.
Establish strong company management systems
Beginning in 2013, we have assembled an
internal, cross-functional team of professionals, including representatives from our finance, legal and supply chain management
teams, to develop a conflict minerals program, conduct due diligence and report to senior management. Certain members of our internal
team have also received industry training on the subject of conflict minerals compliance.
We have established our due diligence process
and set forth a documentation and record maintenance mechanism to ensure the retention of relevant documentation.
We are in the process of developing a conflict
minerals policy which we plan to communicate to our suppliers, incorporate into our supplier contracts and make publicly available
at http://ir.chinadtv.cn.
Identify and assess risk in the supply chain
STM is a member of the Electronic Industry Citizenship Coalition
(the “EICC”) and participates in the Global e-Sustainability Initiative (the “GeSI”) programs. STM requires
all of its suppliers and subcontractors to provide evidence that they are not sourcing tin, tantalum, tungsten or gold through
any channels that fund armed groups in the Covered Countries.
Design and implement a strategy to respond to identified
risks
In order to identify and assess risk in our supply chain, we
conducted a supply-chain survey with STM using the Conflict Minerals Reporting Template. We asked STM to determine if conflict
minerals were necessary to the functionality of its products provided to CDTV and, if yes, to provide information regarding the
smelters and refiners for the necessary conflict minerals included in those products.
We reviewed STM's responses for completeness and consistency
and followed up with STM to obtain additional information and clarification. STM provided specific information regarding the smelters
and refiners of the necessary conflict minerals in the specific components used in our products. We then compared the smelters
and refiners identified by STM against the Conflict Free Smelter List established by the CFSI's Conflict Free Smelter Program
to determine whether STM is using certified smelters and refiners.
Carry out independent third-party audits of supply chain
due diligence practices
We do not have direct relationships with smelters or refiners,
and we do not perform direct audits of these entities' supply chains of conflict minerals. However, we support the development
and implementation of independent third party audits of smelters and refiners, such as the CFSI's Conflict Free Smelter Program.
Report on supply chain due diligence
We have implemented a process to summarize, review and approve
compliance results and timely file with the SEC our Specialized Disclosure Report on Form SD and Conflict Minerals Report, if
required. This Conflict Minerals Report is publicly available at http://ir.chinadtv.cn.
Results of Due Diligence
Each of the smelters and refiners identified by STM was certified
by EICC-GeSI as a “Conflict Free Smelter.”
Independent Private Sector Auditor
For the 2014 reporting period, we are not required to obtain
an independent private sector audit of this Conflict Minerals Report.
Risk Mitigation Steps
During the 2014 reporting period, we continue to engage in
the activities described above in "Due Diligence." In addition, in our efforts to attain a conflict-free supply chain
for our products, we intend to contact our suppliers to encourage them and the smelters and refiners in our supply chain to participate
in the conflict free certification program under the CFSI's Conflict-Free Smelter Program.