FORM OF DEPOSIT AGREEMENT by and among CHINA DIGITAL TV HOLDING CO., LTD. as Issuer and DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS...Deposit Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd. • New York
DEPOSIT AGREEMENT, dated as of , 2007 by and among (i) China Digital TV Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
FORM OF INDEMNIFICATION AGREEMENT FOR DIRECTORIndemnification Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd. • New York
In this Agreement, unless the context otherwise requires, the following words and expressions have the following meanings:
Entrusted Loan AgreementEntrusted Loan Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
For the purpose of the fully effective use of its fund, the Trustee is entrusted by the Trustor to advance certain entrusted loan to the Borrower. This Entrusted Loan Agreement (“this Agreement”) is hereby entered into, after friendly consultations, among the Trustor, the Trustee and the Borrower in accordance with applicable law and regulations.
Cooperation AgreementCooperation Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Party A and Party B, under the principles of free will, equality, trust, good faith and mutual benefits and through friendly consultations, hereby reach the following agreement on Party B’s agent services for Party A’s products:
Equity Transfer AgreementEquity Transfer Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This agreement is entered into by the following parties on June 7, 2004 in Beijing, the People’s Republic of China (“the PRC” or “China”):
Share Pledge AgreementShare Pledge Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on September 1, 2005 in Beijing, the People’s Republic of China ( the “the PRC”):
Form of Employment AgreementEmployment Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
To ensure Party A’s normal conduct of operations and to protect Party B’s lawful rights and interests pursuant to the Labor Law of the People’s Republic of China, Party A and Party B hereby voluntarily enter into this labor contract (the “Contract”) following mutual consultation and agree to abide by the following terms hereinafter:
Equipment Leasing AgreementEquipment Leasing Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Whereas, Party A intends to lease from Party B certain equipment related to digital TV businesses and pay Party B the lease fees, while Party B agrees to lease such equipment to Party A.
Business Operating AgreementBusiness Operating Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
The Business Operating Agreement (the “Agreement”) is entered into by the following parties on September 1, 2005 in Beijing, the People’s Republic of China (“PRC” or “China”):
Asset Transfer AgreementAsset Transfer Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, through friendly consultations, Parties hereto have reached to agreements as follows in respect of the asset transfer:
Equity Transfer AgreementEquity Transfer Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, Party A and Party B, through friendly consultations, agree as follows in respect of the transfer of 51% equity interest of the Target Company:
Asset Transfer AgreementAsset Transfer Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, through friendly consultations, both Parties hereto come to agreement as follows in respect of the Asset Transfer:
Trademark Licensing AgreementTrademark Licensing Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Pursuant to Article 40 of the Trademark Law of People’s Republic of China and Article 43 in the Implementation Provisions of the Trademark Law, Party A and Party B enter into this Trademark Licensing Agreement under the principles of free will and good faith after friendly consultations.
Products and Software Purchase AgreementProducts and Software Purchase Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, Both Parties, on the basis of equality and mutual benefits and through friendly consultations, agree as follows:
Equity Transfer Option AgreementEquity Transfer Option Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
In this Agreement, Novel-Tongfang Information Engineering Co., Ltd. and Li Yang are collectively called “Transferors”, and the “Transferee” shall also include any third party designated by the Transferee. The Transferors and Transferee are collectively called both Parties.
Asset Purchase AgreementAsset Purchase Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, through friendly consultations, both Parties hereto come to agreements as follows in respect of the aforesaid asset purchase:
Technology License AgreementTechnology License Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This Agreement is entered into by the following parties on June 7, 2004 in Beijing, the People’s Republic of China (the “PRC”, for the purposes of this Agreement, not including Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Service AgreementService Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This Service Agreement (the “Agreement”) is entered into by the following parties on April 2, 2007 in Beijing, the People’s Republic of China (“the PRC”):
Fixed Assets Transfer AgreementFixed Assets Transfer Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Party A and Party B, under the principles of equality, free will and mutual benefits and through friendly consultations, abide by the Contract Law of the People’s Republic of China to reach the following agreement binding upon both Parties in respect of the transfer of certain fixed assets:
Technical Support and Related Service AgreementTechnical Support and Related Service Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, both Parties, on the basis of equality and mutual benefits and through friendly consultations, agree as follows:
Technology Development AgreementTechnology Development Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This Agreement is entered into by the following parties on June 7, 2004 in Beijing, the People’s Republic of China (“the PRC” or “China”):
Share Pledge AgreementShare Pledge Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
This Share Pledge Agreement (the “Agreement”) is entered into by the following parties on September 1, 2005 in Beijing, the People’s Republic of China (the “PRC”):
Interest Payment AgreementInterest Payment Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
In respect of the fact that Party A has long occupied funds in large amounts owned by Party B, under the principle of equality and fairness and through friendly consultations, both Parties hereto agree as follows:
Loan AgreementLoan Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
NOW THEREFORE, the Parties hereto, through friendly consultations and under the principles of equality and mutual benefits, agree as follows:
CHINA DIGITAL TV HOLDING CO., LTD. FIRST AMENDED AND RESTATED SHAREHOLDERS AGREEMENT September 13, 2007Shareholder Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd. • Hong Kong
Entrusted Loan AgreementEntrusted Loan Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
For the purpose of the fully effective use of its fund, the Trustee is entrusted by the Trustor to advance certain entrusted loan to the Borrower. This Entrusted Loan Agreement (“this Agreement”) is hereby entered into, after friendly consultations, among the Trustor, the Trustee and the Borrower in accordance with applicable law and regulations.
FORM OF NON-DISCLOSURE, NON-COMPETITION, COMMITMENT AND PROPRIETARY INFORMATION AGREEMENTNon-Disclosure, Non-Competition, Commitment and Proprietary Information Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
In partial consideration and as a condition of my employment/continued employment with Beijing Super TV Co., Ltd. (“WFOE”), and effective as of the date that my employment with WFOE first commenced, I hereby agree as follows:
Form of the Lease Agreement of the Jing-Meng Hi-Tech TowersLease Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Under the protection by the law of the People’s Republic of China, after friendly consultations, both Parties hereto reach agreements as follows:
Cooperation AgreementCooperation Agreement • September 14th, 2007 • China Digital TV Holding Co., Ltd.
Party A and Party B, under the principle of mutual benefits, complementary advantage and common development and through friendly consultations, agree on the production of digital television card products as follows:
