[FORM 20-F o OR ý For the Fiscal Year Ended December 31, 2012 OR o For the transition period from to OR o UTStarcom Holdings Corp. N/A Cayman Islands (Jurisdiction of incorporation or organization) Room 303, Building H, Phoenix Place, Jing Ou-Yang None Title of Each Class Name of Exchange on which Registered Ordinary Shares, $0.00375 par value The NASDAQ] [THE COMPANIES LAW (2012 REVISION) SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF UTSTARCOM HOLDINGS CORP. Adopted by Special Resolution passed on March 21, 2013 1. The name of the Company is UTStarcom Holdings Corp. 2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited, P.O. Box 309GT, Ugland House, Grand Cayman, KY1-1104,] [MASTER REORGANIZATION AGREEMENT SHARE AND ASSET PURCHASE AGREEMENT BY AND AMONG UTSTARCOM HONG KONG HOLDING LIMITED UTSTARCOM HOLDINGS CORP. EAGLE FIELD HOLDINGS LIMITED (“Buyer”) AND Mr. Ying (Jack) Lu (“Mr. Lu”) August 31 , 2012 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE 3 1.1 Purchase and Sale of Shares 3 1.2 Purchase and Sale of Assets 3 1.3] [EXECUTION COPY Dated the 31 st day o f August, 2012 UTSTARCOM HOLDINGS CORP. (as the “Transferor”) and EAGLE FIELD HOLDINGS LIMITED (as the “ Transferee ”) and UTSTARCOM HONG KONG HOLDINGS LIMITED (as the “Company”) SHARE TRANSFER AGREEMENT 1 THIS AGREEMENT is made the 31 st day of August, 20 12 BETWEEN: (1) UTSTARCOM HOLDINGS CO RP., a Cayman] [License Agreement the Agreement The License Agreement (hereinafter referred to as “ UT Holdings (1) UTStarcom Holdings Corp., a company duly incorporated and validly existing under the laws of Cayman Islands law (hereinafter referred to as “ (2) UTStarcom Telecom Co., Ltd ， HUTS a Limited liability company duly incorporated and validly existing under the laws of the People’s Republic] [ASSIGNMENT AND ASSUMPTION AGREEMENT By and Among UTSTARCOM HOLDINGS CORP. (“Parent”) UTSTARCOM TELECOM CO., LTD. (“HUTS”) UTSTARCOM INDIA TELECOM PVT. LTD. (“UITPL”) UTSTARCOM HONG KONG HOLDING LIMITED (“Company ” ) UTSTARCOM CHINA CO., LTD. (“ UTSC ”) And EAGLE FIELD HOLDINGS LIMITED (the “Buyer”) August 31, 2012 Table of Contents ARTICLE 1 ASSIGNED CONTRACTS 2 ARTICLE 2 ASSIGNMENT OF CONTRACTS] [EXECUTION COPY PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT Assignment This PATENT, SOFTWARE COPYRIGHT, TRADEMARK AND DOMAIN NAME ASSIGNMENT (this “ st HUTS UTSC UTSI Party Parties day of August , 2012 by and among UTSTARCOM TELECOMMUNICATION COMPANY LIMITED, a company duly incorporated and lawfully existing under the laws of the People’s Republic of China with its principle place] [EXECUTION COPY ACT UTSTARCOM HONG KONG HOLDING LIMITED CONVERTIBLE BOND $20,000,000 August 31, 2012 Company FOR VALUE RECEIVED, UTStarcom Hong Kong Holding Limited, a Hong Kong company (the “ imi t e Investor Bond d, a Hong Kong company (“ August 31 Maturity Date , 2017 (the “ The following is a statement of the rights of Investor and the] [SUBSIDIARIES OF UTSTARCOM HOLDINGS CORP. Name Place of Incorporation or Organization Proportion of Ownership Interest UTStarcom, Inc.(1) U.S.A 100 % UTStarcom International Products, Inc. U.S.A 100 % UTStarcom International Services, Inc. U.S.A 100 % IssanniCommnications, Inc. U.S.A 100 % UTStarcom Telecom Co., Ltd(1) China 100 % UTStarcom (Chongqing) Telecom Co., Ltd.] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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 under which such statements were] [CERTIFICATION I, Tianruo Pu, certify that: 1. I have reviewed this annual report on Form 20-F of UTStarcom Holdings Corp.; 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 under which such statements were] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Chief Executive Officer EX-13.1 12 a2214599zex-13_1.htm EX-13.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES OXLEY ACT 2002 In connection with the Report, I, Tianruo (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: April 26 , 2013 Tianruo Pu Tianruo Pu Chief Financial Officer EX-13.2 13 a2214599zex-13_2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcom Holdings Corp. of our report dated April 26, 2013 relating to the consolidated financial statements, financial statement schedules and the effectiveness of internal control over financial]

[FORM 20-F o OR For the Fiscal Year Ended December31, 2012 OR o For the transition period fromto OR o UTStarcomsrp. N/Ayman Islands (Jurisdiction oforporation or organization) Room303, Building H, Phoenix Place, Jing Ou-Yang None Title of Each Class Name of Exchange on which Registered Ordinary Shares, $0.00375 par value] [THEMPANIES LAW (2012 REVISION) SECOND AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF UTSTARCOMSRP.opted byecial Resolution passed on March 21, 2013 1. The name of thempany is UTStarcomsrp. 2. The Registered Office of thempany shall be at the offices of Maplesrporate Services Limited, P.O. Box 309GT, Ugland House, Grandyman,1-1104,yman Islands, or at such other place the Directors] [MASTER REORGANIZATIONREEMENT SHARE ANDSET PURCHASEREEMENT BY AND AMONG UTSTARCOM HONG KONG LIMITED UTSTARCOMSRP. EAGLE FIELDS LIMITED (Buyer) AND Mr. Ying (Jack) Lu (Mr. Lu) August 31 , 2012 TABLE OFNTENTS Page ARTICLE I PURCHASE ANDLE 3 1.1 Purchase andle of Shares] [EXECUTIONPYted the 31 sty o f August, 2012 UTSTARCOMSRP. (as the Transferor) and EAGLE FIELDS LIMITED (as the Transferee ) and UTSTARCOM HONG KONGS LIMITED (as thempany) SHARE TRANSFERREEMENT 1 THISREEMENT is made the 31 sty of August, 20 12] [Licensereement thereement The Licensereement (hereinafter referred to UTs (1)UTStarcomsrp., ampany dulyorporated and validly existing under the laws ofyman Islands law (hereinafter referred to (2)UTStarcom Telecom HUTS a Limited liabilitympany dulyorporated and validly existing under the laws of the Peoples Republic of China (for the purpose of thereement, China herein does notlude Hong Kongecialministrative Region (hereinafter] [ASSIGNMENT ANDSUMPTIONREEMENT By and Among UTSTARCOMSRP. (Parent) UTSTARCOM TELECOMLTD. (HUTS) UTSTARCOM INDIA TELECOM PVT. (UITPL) UTSTARCOM HONG KONG LIMITED (Company ) UTSTARCOM CHINALTD. ( UTSC ) And EAGLE FIELDS LIMITED (the Buyer) August31, 2012 Table ofntents ARTICLE1SIGNEDNTRACTS 2 ARTICLE2] [EXECUTIONPY PATENT, SOFTWAREPYRIGHT, TRADEMARK AND DOMAIN NAMESIGNMENTsigned IP A WHEREAS, HUTS is the owner of patents, softwarepyrights and trademarks set forth onhedule A1 tohedule A3 hereto (signed IP B WHEREAS, UTSC is the owner of patents, trademarks and domain names set forth onhedule B1 tohedule B3 hereto (] [EXECUTIONPY ACT UTSTARCOM HONG KONG LIMITEDNVERTIBLE BOND $20,000,000 August31, 2012 The following is a statement of the rights of Investor and thenditions to which this Bond is subject, and to which Investor, by the acceptance of this Bond,rees: 1. . Payments (a) Accrued interest on this Bond shall be payable on each anniversary of thete] [SUBSIDIARIES OF UTSTARCOMSRP. Name PlaceofIncorporation orOrganization Proportionof OwnershipInterest UTStarcom,Inc.(1) U.S.A 100 % UTStarcom International Products,Inc. U.S.A 100 % UTStarcom International Services,Inc. U.S.A 100 % IssanniCommnications,Inc. U.S.A 100 % UTStarcom TelecomCo.,Ltd(1) China 100 % UTStarcom (Chongqing) TelecomCo.,Ltd. China 90 % Baide Wei Information Technology (Shanghai)Co.,Ltd. China 100 % UTStarcom Hong KongLtd(1)] [CERTIFICATION I, William Wong, certify that: 1. I have reviewed this annual report on Form20-F of UTStarcomsrp.; 2. Based on my knowledge, this report does notntain 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 under which such statements] [CERTIFICATION I, Tianruo Pu, certify that: 1. I have reviewed this annual report on Form20-F of UTStarcomsrp.; 2. Based on my knowledge, this report does notntain 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 under which such statements] [18 U.S.C. SECTION1350, SECTION906 OF THERBANES OXLEY ACT 2002 (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted: April26 , 2013 Chief Executive Officer EX-13.1 a2214599zex-13_1.htm 12 EX-13.1] [18 U.S.C. SECTION1350, SECTION906 OF THERBANES OXLEY ACT 2002 Innnection with the Report,I, Tianruo (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany.ted: April26 , 2013 Tianruo Pu Tianruo Pu Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statements on FormS-8 (Nos.333-108817, 333-84710, 333-44548, 333-60150, 333-120564, 333-127850, 333-136551 and 333-161639) of UTStarcomsrp. of our reportted April26, 2013 relating to thensolidated financial statements, financial statementhedules and the effectiveness of internalntrol over financial reporting, which appears in this Form20-F.]