BEIJING, Dec. 19, 2016 /PRNewswire/ -- China Digital TV
Holding Co., Ltd. (NYSE: STV) ("China Digital TV" or the
"Company"), the leading provider 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 the results of the Company's 2016 annual general meeting
(the "AGM") and extraordinary general meeting (the "EGM") held in Beijing today.
At the AGM, shareholders, through ordinary resolutions, approved
the re-election of Mr. Jianyue Pan and Mr. Songzuo Xiang as Class
III Directors and each to serve on the Board of Directors for a new
three-year term.
At the EGM, shareholders, through a special resolution, approved
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 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 a voting and support agreement (the "Voting
Agreement") by and among the Company, Super TV and Mr. Zhu.
At the EGM, shareholders also approved, through an ordinary
resolution, 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 Voting Agreement
and the transactions contemplated thereby.
The voting results were as follows:
|
|
FOR
|
AGAINST
|
ABSTAIN
|
AGM
|
Re-election of Mr.
Jianyue Pan
|
24,484,542
|
130,333
|
53,650
|
Re-election of Mr.
Songzuo Xiang
|
23,985,827
|
615,948
|
66,750
|
EGM
|
The Sale
|
24,223,402
|
377,346
|
67,777
|
Adjournment of the
EGM
|
24,237,070
|
335,809
|
95,646
|
For more detailed information regarding the shareholder
resolution adopted at the Company's AGM and EGM, please review the
Notice of the Annual General Meeting of shareholders and the Notice
of the Extraordinary General Meeting of shareholders (and the
accompanying proxy statement) at http://ir.chinadtv.cn.
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 the leading
provider of cloud-based application platforms and network
broadcasting platform ("NBP") 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 the leading provider of Conditional Access
("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
has existing cooperation 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. Such forward-looking statements include,
without limitation, statements regarding the outlook and comments
by management in this announcement about trends in the CA systems,
digital television, cable television and related industries in the
PRC and China Digital TV's strategic and operational plans and
future market positions. 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: competition in the CA systems, digital
television, cable television and related industries in the 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.
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.