THE COMPANIES LAW
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
CHINA DIGITAL TV HOLDING CO., LTD.
(adopted by special resolution passed on 8 May 2007)
The name of the Company is China Digital TV Holding Co., Ltd.
The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square,
Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Subject to the following provisions of this Memorandum, the objects for which the Company is established are
Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the
functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27
(2) of The Companies Law.
Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the
laws of the Cayman Islands unless duly licensed.
The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the
business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed
as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman
Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.
The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
The authorized capital of the Company is US$50,000 divided into 100,000,000 shares of a nominal or par value of US$0.0005
The authorized capital is made up of two classes of shares divided into:
The Ordinary Shares and the Preferred Shares are collectively referred to as the “Capital Shares” of the Company.
Preferred Shares, once repurchased or otherwise acquired by the Company or converted into