Page 6 of 9 – SEC Filing
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D hereby amends and supplements the statements on Schedule 13D filed by the reporting persons with the U.S. Securities and Exchange Commission (the “SEC”) on November 15, 2013 related to the Ordinary Shares of China Digital TV Holding Co., Ltd., an exempted limited liability company organized under the laws of the Cayman Islands (the “Issuer”). The principal executive office of the Issuer is Jingmeng High-Tech Building B, 4th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, China.
Item 2. Identity and Background.
This Statement is filed jointly by (i) Firstvision Limited, (ii) Credit Suisse Trust Limited as trustee for The Scott Zhu Trust, (iii) Firestone Investments Limited, and (iv) Credit Suisse Trust Limited as trustee for The L&C Family Trust. The reporting persons are making this single, joint filing, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the reporting persons that a group exists.
The principal business of Firstvision Limited is to hold securities in Smart Live, an entity whose principal business is to hold the Ordinary Shares in the Issuer. The principal business of Firestone Investments Limited is to hold securities in Polar Light, an entity whose principal business is to hold the Ordinary Shares in the Issuer. The principal business of Credit Suisse Trust Limited is to act as the trustee for each of (i) The Scott Zhu Trust and (i) The The L&C Family Trust for the benefits of certain family members of the settlors of these trusts (i) Mr. Zhu and (ii) Mr. Lu, respectively.
The principal business address and the principal office address of each of Firstvision Limited and Firestone Investments Limited is The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The principal business address and the principal office address of Credit Suisse Trust Limited is 1 Raffles Link #05-02, Singapore 039393.
During the last five years, none of the reporting persons has been convicted in a criminal proceeding.
During the last five years, none of the reporting persons has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
On April 25, 2017, Smart Live and Aurec Capital Ltd. (“Aurec Capital”) entered into a Share Purchase Agreement (the “Smart Live SPA”), pursuant to which Smart Live agreed to purchase an aggregate of 1,709,775 ADRs for an aggregate consideration of US$3,077,595.00 in cash, representing a per ADR price of US$1.80. Smart Live will use available cash to purchase the above referenced shares, and no borrowed funds will be used in connection with such purchase.
On April 25, 2017, Polar Light and Aurec Capital entered into a Share Purchase Agreement (the “Polar Light SPA”), pursuant to which Polar Light agreed to purchase an aggregate of 1,709,776 ADRs for an aggregate consideration of US$3,077,596.80 in cash, representing a per ADR price of US$1.80. Polar Light will use available cash to purchase the above referenced shares, and no borrowed funds will be used in connection with such purchase.
The Smart Live SPA was filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Smart Live and Mr. Zhu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer. The Polar Light SPA was filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Polar Light and Mr. Lu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer. Reference is made to such exhibits for the complete terms of the relevant Share Purchase Agreement; these exhibits are incorporated herein by reference.
Item 4. Purpose of Transaction.
The reporting persons might be regarded as beneficial owners of the ADRs by virtue of the purchase of such ADRs by Smart Live and Polar Light, respectively, pursuant to the transactions described in Item 3 above. This is due to the fact that (i) Firstvision Limited owns 100% by vote and value of Smart Live and (ii) Firestone Investments Limited owns 100% by vote and value of Polar Light. Firstvision Limited is owned 100% by vote and value by The Scott Zhu Trust and Firestone Investments Limited is owned 100% by vote and value by the L&C Family Trust. Credit Suisse Trust Limited acts as the trustee for each of (i) The Scott Zhu Trust and (i) The The L&C Family Trust. Hence, the ADRs of the Issuer may be regarded as being beneficially owned by the reporting persons. According to the reporting persons’ knowledge, Smart Live and Polar Light each agreed to purchase the ADRs of the Issuer referenced in Item 3 above from Aurec Capital because these entities believe that the ADRs represented and continue to represent an attractive investment.
Except as set forth in this Schedule 13D, the reporting persons do not presently have any additional plans or proposals that relate to or would result in any of the transactions, events or actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Firstvision Limited and Credit Suisse Trust Limited as trustee for The Scott Zhu Trust, each beneficially owns, in the aggregate, 12,210,877 Ordinary Shares, consisting of (i) 9,273,393 Ordinary Shares, (ii) 2,859,775 ADRs and (iii) 155,418 Ordinary Shares of the Issuer held by China Cast, of which each of Smart Live and Polar Light owns 50% of the equity interest. The beneficially owned Ordinary Shares represent, in the aggregate, approximately 19.87% of the total number of outstanding Ordinary Shares of the Issuer.
As of the date hereof, Firestone Investments Limited and Credit Suisse Trust Limited as trustee for The L&C Family Trust, each beneficially owns, in the aggregate, 12,463,478 Ordinary Shares, consisting of (i) 9,273,393 Ordinary Shares, (ii) 3,112,376 ADRs and (iii) 155,418 Ordinary Shares of the Issuer held by China Cast, of which each of Polar Light and Smart Live owns 50% of the equity interest. The beneficially owned Ordinary Shares represent, in the aggregate, approximately 20.28% of the total number of outstanding Ordinary Shares of the Issuer.
The percentages reported in this Schedule 13D are based upon the 60,297,192 Ordinary Shares of the Issuer that were issued and outstanding as of March 31, 2017 (as disclosed in the Issuer’s current report on Form 20-K filed with the SEC on April 21, 2017).
(b)
| No. of shares beneficially owned | % of shares beneficially owned | Shares subject to sole voting power | Shares subject to shared voting power | Shares subject to sole dispositive power | Shares subject to shared dispositive power | |
| Firstvision Limited | 12,210,877 | 19.87% | 12,133,168 | 155,418 | 12,133,168 | 155,418 |
| Credit Suisse Trust Limited as trustee for The Scott Zhu Trust | 12,210,877 | 19.87% | 12,133,168 | 155,418 | 12,133,168 | 155,418 |
| Firestone Investments Limited | 12,463,478 | 20.28% | 12,385,769 | 155,418 | 12,385,769 | 155,418 |
| Credit Suisse Trust Limited as trustee for The L&C Family Trust | 12,463,478 | 20.28% | 12,385,769 | 155,418 | 12,385,769 | 155,418 |
(c) See Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Share Purchase Agreements
The Smart Live SPA provides that Aurec Capital sells to Smart Live an aggregate amount of 1,709,775 ADRs of the Issuer for an aggregate consideration of US$3,077,595.00 in cash, representing a per ADR price of US$1.80.
The Polar Light SPA provides that Aurec Capital sells to Polar Light an aggregate amount of 1,709,776 ADRs of the Issuer for an aggregate consideration of US$3,077,596.80 in cash, representing a per ADR price of US$1.80.
Item 7. Material to Be Filed as Exhibits.
| Exhibit 99.1 | Joint Filing Agreement, dated May 4, 2017, by and among the reporting persons. |
| Exhibit 99.2 | Share Purchase Agreement, dated April 25, 2017, between Smart Live and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Smart Live and Mr. Zhu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference). |
| Exhibit 99.3 | Share Purchase Agreement, dated April 25, 2017, between Polar Light and Aurec Capital (filed as an exhibit to Amendment No. 1 to Schedule 13D filed by Polar Light and Mr. Lu with the SEC on May 4, 2017 in relation to the Ordinary Shares of the Issuer and incorporated herein by reference). |
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