China Digital TV Holding Co., Ltd.
STV ("China Digital TV" or the "Company"), the leading provider of
conditional access ("CA") systems and comprehensive services to China's
expanding digital television market, today announced plans to conduct an
internal reorganization (the "Reorganization"), as a result of which it will
have legal ownership of Beijing Novel-Super Digital TV Technology Co., Ltd.
("Beijing N-S Digital TV"), the variable interest entity which it currently
controls through contractual arrangements in China (the "VIE structure"), and
plans to adjust the Company's senior management team.
On June 13, 2014, China Digital TV announced its plan to inject its CA,
Network Broadcasting Platform and Video on Demand ("VOD") businesses into
Shanghai Tongda Venture Capital Co., Ltd. ("Tongda Venture") (Stock Code:
600647) ("the Restructuring") in exchange for a controlling stake in, and
RMB1.15 billion in cash from, Tongda Venture. The Restructuring is ongoing.
According to PRC securities regulations, the assets of a China-listed company
generally must be held and owned by it or its subsidiaries in China, while
contractual arrangements such as those referred to above are unlikely to be
accepted. As a result, in order to meet China Securities Regulatory Commission
("CSRC") approval requirements with respect to the Restructuring, a series of
agreements underlying the VIE structure between the nominee shareholders of
Beijing N-S Digital TV (which is the variable interest entity that holds a
significant portion of the operating assets to be injected under the
Restructuring) and Beijing Super TV Co., Ltd. ("Super TV", one of the
Company's subsidiaries in China) shall be terminated, and the 100% equity
interest of Beijing N-S Digital TV currently held by these nominee
shareholders, namely, Shen Shizhou, Zhang Lei, Wang Tianxing and Wang Wenjun,
shall be transferred to Super TV, as a part of the Restructuring.
At the time of the Company's initial public offering and listing on the New
York Stock Exchange ("NYSE") in 2007, foreign-invested enterprises had
difficulty obtaining the necessary licenses for the development, production
and sale of commercial encryption in the PRC from the PRC Encryption Authority
due to such authority's generally restrictive approach towards foreign
participation in the PRC encryption industry. In addition, a policy ("Policy")
issued by the State Administration of Radio, Film and Television ("SARFT")
required any cable television network operator who uses non-PRC CA systems to
install a parallel PRC CA system. This Policy did not expressly indicate
whether the CA systems produced by a foreign-invested company incorporated in
the PRC, such as China Digital TV's subsidiary Super TV, fall into the
category of non-PRC CA systems. In light of the above, in order to avoid its
CA systems being deemed non-PRC CA systems, China Digital TV established, and
controlled through its VIE structure, Beijing N-S Digital TV, which is wholly
owned by PRC persons as nominee shareholders, to produce and sell the
Company's CA systems.
China Digital TV's PRC legal counsel has advised the Company that the
implementation of the Policy remains unclear. After the Reorganization of the
VIE structure, Beijing N-S Digital TV will become Super TV's subsidiary,
making it the subsidiary of a foreign-invested company, instead of a
foreign-invested company itself. Therefore, the potential legal risks posed by
the Reorganization to Beijing N-S Digital TV's CA business, from the
perspective of both the Policy and PRC encryption regulations, are minimal.
The Reorganization of the Company's VIE structure is expected to be completed
within 30 working days, during which time outside auditors, as well as tax and
legal consultants, will conduct an evaluation of Beijing N-S Digital TV's
assets and other relevant issues. The Company's PRC legal counsel will provide
their legal opinion on certain issues relating to the Reorganization of the
VIE structure.
In connection with the transfer of all nominee shareholders' equity interest
in Beijing N-S Digital TV to Super TV, Super TV may be subject to significant
tax obligations. Registration with the relevant Industry and Commerce Bureau
will also be required to implement the Reorganization of the VIE structure.
In addition, the Company will adjust its organizational structure by injecting
assets currently owned by Super TV (other than the CA, NBP and VOD businesses)
into N-S Investment, another subsidiary of the Company in China, to exclude
them from the Restructuring. For an overview of the Company's current
corporate structure, please refer to its latest annual report on Form 20-F
filed with the Securities and Exchange Commission at http://ir.chinadtv.cn
In line with CSRC requirements for domestically listed companies, Tongda
Venture's management shall not take senior positions at any other company
other than as a member of the board of directors. Therefore, as part of the
Restructuring, China Digital TV announces the following adjustments to its
management team effective June 30, 2014:
o Zhu Jianhua will resign from his position as chief executive officer (CEO)
and chairman of China Digital TV Holding Co., Ltd. He will continue in his
role as a director of the Company.
o Liang Zhenwen will resign from his position as chief financial officer
(CFO) of China Digital TV Holding Co., Ltd.
o Li Dong will resign from his position as president of China Digital TV
Holding Co., Ltd.
o Wang Tianxing will resign from his position as chief technology officer of
China Digital TV Holding Co., Ltd.
The Company also announces the appointment of the following senior management
team, effective June 30, 2014:
o Lu Zengxiang, co-founder and director of China Digital TV, will be
appointed as acting CEO and acting CFO of China Digital TV for a period of
12 months, during which time the Company will search for a permanent CEO
and CFO.
o The position of president will be abolished. The responsibilities will be
taken by Lu Zengxiang.
o Han Jian will be appointed chief technology officer of China Digital TV
Holding Co., Ltd.
o Zhu Jianhua will remain as chairman and CEO Super TV.
o Liang Zhengwen will be appointed CFO of Super TV.
o Li Dong will be appointed President of Super TV.
o Wang Tianxing will be appointed technology director of Super TV.
If the Restructuring is not completed, the abovementioned management changes
will not come into effect.
After the Restructuring, the original management team will continue to perform
their responsibilities at Super TV. The Company's core CA business will
continue to be led by Super TV's current chairman and CEO Zhu Jianhua,
together with China Digital TV's experienced management team, including Super
TV's President Li Dong and Super TV's CFO Liang Zhenwen. The Company will
maintain the sustainable development of its primary business and continue to
generate shareholder value.
In order to achieve long-term and more diversified development, the Company's
new businesses, including cloud computing services and DVB+OTT, will continue
to be led by Lu Zengxiang. Meanwhile, the current key management and staff
will continue their efforts in developing new areas of business.
There will be significant difficulties and uncertainties in completing the
Restructuring, which is pending the entry of definitive transaction
agreements, and is also subject to applicable approvals by the board of
directors and shareholders of the relevant parties involved as well as
regulatory clearance (including that by the CSRC, the PRC Ministry of
Finance and the PRC Ministry of Commerce). The Restructuring is expected to be
subject to close scrutiny by regulators amid increasingly stringent standards
for similar transactions. There is no assurance that these approvals or
regulatory clearance will be obtained within an expected timeframe, or at all.
The Restructuring will terminate if it has not been completed by December 31,
2015.
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