[FORM 20-F ¨ OR x For the fiscal year ended December 31, 2009 OR ¨ For the transition period from __________ to __________ OR ¨ Date of event requiring this shell company report __________ CHINA DIGITAL TV HOLDING CO., LTD. N/A Cayman Islands (Jurisdiction of Incorporation or Organization) Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian] [Exclusive Sales Agreement This Agreement is made and entered into by and between Beijing Super TV Co., Ltd. (hereinafter referred to as “Party A”) and Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “Party B”) in accordance with the relevant provisions as specified in the Contract Law of the People’s Republic of China ; whereby Party A] [Equity Transfer Agreement Transferor: Beijing Shi Xun Hu Lian Technology Co., Ltd. (“Party A”) Address: Room 304, Jingmeng High-Tech Building B, Floor No.5 Shangdi East Road, Haidian District, Beijing Transferee: Beijing Novel-Super Digital TV Technology Co., Ltd. (“Party B”) Address: Room 402, Jingmeng High-Tech Building B, Floor No.5 Shangdi East Road, Haidian District, Beijing This Agreement is entered into by] [List of Subsidiaries of China Digital TV Holding Co., Ltd. Name Jurisdiction of Incorporation China Digital TV Technology Co., Ltd. British Virgin Islands Beijing Super TV Co., Ltd. People’s Republic of China Golden Benefit Technology Limited Hong Kong China Super Media Holdings Limited Hong Kong EX-8.1 8 v182314_ex8-1.htm] [Certification I, Jianhua Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification I, Liang Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Digital TV Holding Co., Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [Certification Jianhua Zhu Chairman and Chief Executive Officer EX-13.1 11 v182314_ex13-1.htm] [Certification Liang Xu Chief Financial Officer EX-13.2 12 v182314_ex13-2.htm] [Consent from Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement No. 333-149888 on Form S-8 of our report dated April 29, 2010 relating to the consolidated financial statements of China Digital TV Holding Co., Ltd., its subsidiaries, its variable interest entity (the “VIE”) and the VIE’s subsidiaries (collectively, the “Group”) (which report] [[Letterhead of King & Wood, PRC Lawyers] China Digital TV Holding Co., Ltd. Jingmeng High-Tech Building B, 4th Floor No. 5 Shangdi East Road Haidian District, Beijing 100085 People’s Republic of China Ladies and Gentlemen: We hereby consent to the reference to our firm’s name under the headings “Risk Factors,” “Regulation,” and elsewhere in the annual report on Form 20-F]