[FORM 20-F ¨ OR x For the fiscal year ended December 31, 2008 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] [Letter of Consent From: Beijing Super TV Co., Ltd. (“Super TV”) To: Beijing Novel-Super Digital TV Technology Co., Ltd. (“N-S Digital TV”) the Products and Software Purchase Agreement Super TV and N-S Digital TV entered into 1. Subject Matters of Consent: in accordance with Paragraph 2 of Article 1 of the Original Agreement, Super TV hereby consents that beginning March] [Equity Transfer Agreement between Wei Gao and Junming Wu For Beijing Novel-Super Digital TV Technology Co., Ltd. Dated on June 20, 2008 Recitals Whereas, (1) Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “the Target Company”) is a liability limited company registered, incorporated and legally existed under Chinese laws, with registered capitals of RMB33,058,400, with its address] [Beijing Novel-Super Digital TV Technology Co., Ltd. Equity Transfer Agreement Between Novel-Tongfang Information Engineering Co., Ltd. and Shizhou Shen Dated on November 24, 2008 Preface Whereas: (1) target company Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “ (2) Party A Novel-Tongfang Information Engineering Co., Ltd. (hereinafter refereed to as “ (3) Party B Shizhou Shen (hereinafter] [Beijing Novel-Super Digital TV Technology Co., Ltd. Equity Transfer Agreement Between Novel-Tongfang Information Engineering Co., Ltd. and Lei Zhang Dated on November 24, 2008 Preface Whereas: (1) target company Beijing Novel-Super Digital TV Technology Co., Ltd. (hereinafter referred to as “ (2) Party A Novel-Tongfang Information Engineering Co., Ltd. (hereinafter refereed to as “ (3) Party B Lei Zhang (hereinafter] [No. 3 Supplemental Agreement to the Equity Transfer Option Agreement Dated on June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: Room 402, Building B, 5-2, Jing-Meng Hi-Tech Mansion, 5-2 Shangdi] [Termination Agreement of Share Pledge This Termination Agreement of Equity Pledge (hereinafter referred to as “this Agreement”) is executed in Beijing, the People’s Republic of China (hereinafter referred to as “China”) on November 24th, 2008, by and between: Pledgee: Beijing Super TV Co., Ltd. Registered Address: Room 406, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing] [No. 2 Supplemental Agreement to Share Pledge Agreement Dated on June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Wei Gao Domicile Address: Room 307, Unit 3, Building A7, No. 11, Fucheng Road, Haidian District, Beijing Party C: Junming Wu] [Share Pledge Agreement This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on November 24, 2008 in Beijing, the People’s Republic of China (“PRC”): Pledgee: Beijing Super TV Co., Ltd. Registered Address: Jingmeng Hi-Tech Building B, Room 406, No.5-2, Shangdi East Road, Haidian District, Beijing Legal Representative: Zhu Jianhua Pledger: Shizhou Shen Identification Card No.: 110108196911148954] [Share Pledge Agreement This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on November 24, 2008 in Beijing, the People’s Republic of China (“PRC”): Pledgee: Beijing Super TV Co., Ltd. Registered Address: Jingmeng Hi-Tech Building B, Room 406, No.5-2, Shangdi East Road, Haidian District, Beijing Legal Representative: Zhu Jianhua Pledger: Lei Zhang Identification Card No.: 11010219690528111] [No. 2 Supplemental Agreement to the Business Operating Agreement Dates June 20, 2008 Party A: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Party B: Beijing Novel-Super Digital TV Technology Co., Ltd. Registered Address: Room 402, Building B, Jing-Meng Hi-Tech Mansion, 5-2 Shangdi East Road, Haidian] [Power of Attorney Principal: Junming Wu Identification Card No.: 110108197910135427 Address: 2-8-804, Quarters of Chinese Academy of Social Sciences, Guanghui Nanli, Chaoyang District, Beijing Attorney-in-Fact: Jianhua Zhu Identification Card No.: 110108196907128918 Scope of Authorization: Junming Wu, the Principal, hereby irrecoverably authorizes Jianhua Zhu as his Attorney-in-Fact to exercise within the term of this Power of Attorney the following rights: The] [Power of Attorney Principal: Shizhou Shen Address: No. 1902, F15, Huaqing Jiayuan, Haidian District, Beijing Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Scope of Authorization: Shizhou Shen, the Principal, hereby irrecoverably authorizes Beijing Super TV Co., Ltd. (or its designated third party) as his] [Power of Attorney Principal: Lei Zhang Address: No. 101, Unit 5, Building 11, Puhui Beili, Haidian District, Beijing Attorney-in-Fact: Beijing Super TV Co., Ltd. Registered Address: Room 406, Floor, Building B, 5-2, Jing-Meng Hi-Tech Mansion, Shangdi East Road, Haidian District, Beijing Scope of Authorization: Lei Zhang, the Principal, hereby irrecoverably authorizes Beijing Super TV Co., Ltd. (or its designated third] [Loan Agreement This Loan Agreement (hereinafter referred to as “this Agreement”) is made and entered into by the below two parties in Beijing on November 24, 2008: (1) Beijing Super TV Co., Ltd. (hereinafter referred to as “the lender”) Registered address: Room 406, B-4/f, Jingmeng High-tech Mansion, No. 5-2, Shangdi East Road, Haidian District, Beijing (2) Shizhou Shen (hereinafter referred] [Loan Agreement This Loan Agreement (hereinafter referred to as “this Agreement”) is made and entered into by the below two parties in Beijing on November 24, 2008: (1) Beijing Super TV Co., Ltd. (hereinafter referred to as “the lender”) Registered address: Room 406, B-4/f, Jingmeng High-tech Mansion, No. 5-2, Shangdi East Road, Haidian District, Beijing (2) Lei Zhang (hereinafter referred] [Intellectual Property Transfer Agreement “this Agreement” This Intellectual Property Transfer Agreement (hereinafter referred to as the Transferer st Novel-Tongfang Information Engineering Co., Ltd. (hereinafter referred to as “ “the Transferee” th Beijing Super TV Co., Ltd. (hereinafter referred to as For the purpose of this Agreement, both parties are hereinafter individually referred to as a “Party” and collectively referred to] [Equity Transfer Agreement of Beijing Novel-Super Media Investment Co., Ltd. Under the resolutions of shareholders’ meeting, this Equity Transfer Agreement is entered into by and between Beijing Super TV Co., Ltd. (the “Transferor”) and Beijing Novel-Super Digital TV Technology Co., Ltd. (the “Transferee”) on the transfer of equity in Beijing Novel-Super Media Investment Co., Ltd.: 1. Beijing Super TV Co.,] [Framework Agreement for Purchase of Computer Chips Party A: Beijing Novel-Super Digital TV Technology Co., Ltd. (the purchaser) Party B: Beijing Super TV Co., Ltd. (the supplier) Through consultation, an agreement on Party A’s purchasing computer chips used in smart cards (the “Computer Chips”) from Party B is hereby reached as follows: I Subject of Purchase The Computer Chips provided] [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 21 v149410_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 20 Jianhua Zhu Jianhua Zhu Officer Chairman and Chief Executive EX-13.1 24 v149410_ex13-1.htm] [Certification 20 Liang Xu Chief Financial Officer EX-13.2 25 v149410_ex13-2.htm] [Consent from Independent Registered Public Accounting Firm , its subsidiaries, its variable interest entity (the "VIE") and the VIE's subsidiaries (collectively, the “Group”) and the effectiveness of the Group’s internal control over financial reporting, We consent to the incorporation by reference in the Registration Statement No. 333-149888 on Form S-8 of our reports dated May 19, 2009, relating to the] [[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]