China Digital TV Holding Co., Ltd.
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(Name of Issuer)
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Ordinary shares, par value $0.0005 per share
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(Title of Class of Securities)
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16938G 107
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(CUSIP Number)
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Credit Suisse Trust Limited,
1 Raffles Link #05-02, Singapore 039393
+65 6212 6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 5, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 16938G 107
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13D
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Firstvision Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
22,556,561 (1)
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8.
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SHARED VOTING POWER
155,418 (2)
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9.
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SOLE DISPOSITIVE POWER
22,556,561 (1)
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10.
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SHARED DISPOSITIVE POWER
155,418 (2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,634,270
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.64% (3)
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) |
Represents: (i) 20,846,768 Ordinary Shares and 1,709,775 American Depositary Receipts ("ADRs"), par value $0.0005 per share of China Digital TV Holding Co., Ltd. (the "Ordinary Shares") held by Smart Live Group Limited ("Smart Live"), a company incorporated under the laws of British Virgin Islands. Smart Live is owned 100% by vote and value by Firstvision Limited, a company incorporated under the laws of the Commonwealth of the Bahamas. Firstvision Limited is owned 100% by vote and value by The Scott Zhu Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Jianhua Zhu ("Mr. Zhu") is the settlor of The Scott Zhu Trust. On January 5, 2018, Smart Live purchased 10,423,393 Ordinary Shares from Polar Light Group Limited ("Polar Light").
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(2) |
Represents 155,418 Ordinary Shares of the Issuer held by China Cast Investment Holdings Limited ("China Cast"). Each of Polar Light and Smart Live held 50% of the equity interest of China Cast.
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(3) |
The percentage used herein is calculated based upon 63,508,656 Ordinary Shares of the Issuer that were issued and outstanding as of September 30, 2017 (as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2017).
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CUSIP No. 16938G 107
|
13D
|
1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse Trust Limited as trustee for The Scott Zhu Trust
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
||
3.
|
SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS (see instructions)
OO
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||
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
22,556,561
|
|
8.
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SHARED VOTING POWER
155,418
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9.
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SOLE DISPOSITIVE POWER
22,556,561
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||
10.
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SHARED DISPOSITIVE POWER
155,418
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,634,270
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 35.64%
|
||
14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 16938G 107
|
13D
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1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Firestone Investments Limited
|
||
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
||
3.
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SEC USE ONLY
|
||
4.
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SOURCE OF FUNDS (see instructions)
OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
1,962,376 (1)
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8.
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SHARED VOTING POWER
155,418 (2)
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9.
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SOLE DISPOSITIVE POWER
1,962,376 (1)
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10.
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SHARED DISPOSITIVE POWER
155,418 (2)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,085
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.21% (3)
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||
14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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(1) |
Represents: 1,962,376 ADRs of the Issuer held by Polar Light, a company incorporated under the laws of British Virgin Islands. Polar Light is owned 100% by vote and value by Firestone Investments Limited, a company incorporated under the laws of the Commonwealth of the Bahamas. Firestone Investments Limited is owned 100% by vote and value by the L&C Family Trust which is an irrevocable trust valid under the laws of the Republic of Singapore. Mr. Zengxiang Lu ("Mr. Lu") is the settlor of the L&C Family Trust. On January 5, 2018, Polar Light sold 10,423,393 Ordinary Shares to Smart Live.
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(2) |
Represents 155,418 Ordinary Shares of the Issuer held by China Cast. Each of Polar Light and Smart Live held 50% of the equity interest of China Cast.
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(3) |
The percentage used herein is calculated based upon 63,508,656 Ordinary Shares of the Issuer that were issued and outstanding as of September 30, 2017 (as disclosed in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on November 14, 2017).
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CUSIP No. 16938G 107
|
13D
|
1.
|
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Credit Suisse Trust Limited as trustee for The L&C Family Trust
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS (see instructions)
OO
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER
1,962,376
|
|
8.
|
SHARED VOTING POWER
155,418
|
||
9.
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SOLE DISPOSITIVE POWER
1,962,376
|
||
10.
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SHARED DISPOSITIVE POWER
155,418
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040,085
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3.21%
|
||
14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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No. of shares beneficially owned
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% of shares beneficially owned
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Shares subject to sole voting power
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Shares subject to shared voting power
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Shares subject to sole dispositive power
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Shares subject to shared dispositive power
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Firstvision Limited
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22,634,270
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35.64%
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22,556,561
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155,418
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22,556,561
|
155,418
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Credit Suisse Trust Limited as trustee for The Scott Zhu Trust
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22,634,270
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35.64%
|
22,556,561
|
155,418
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22,556,561
|
155,418
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Firestone Investments Limited
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2,040,085
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3.21%
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1,962,376
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155,418
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1,962,376
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155,418
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Credit Suisse Trust Limited as trustee for The L&C Family Trust
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2,040,085
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3.21%
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1,962,376
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155,418
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1,962,376
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155,418
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FIRSTVISION LIMITED
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/s/ Bukit Merah Limited
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Bukit Merah Limited
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Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng
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/s/ Koh Bee Eng
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Koh Bee Eng
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Authorised Signatories
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FIRESTONE INVESTMENT LIMITED
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/s/ Bukit Merah Limited
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Bukit Merah Limited
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Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE L&C FAMILY TRUST
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/s/ Valerie Wong Siew Keng
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Valerie Wong Siew Keng
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/s/ Koh Bee Eng
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Koh Bee Eng
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Authorised Signatories
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Exhibit 99.1
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Joint Filing Agreement, dated January 9, 2018, by and among the reporting persons.
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Exhibit 99.2
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Share Purchase Agreement, dated January 5, 2018, between Smart Live and Polar Light (filed as an exhibit to Amendment No. 2 to Schedule 13D/A filed by Smart Live and Mr. Zhu with the SEC on January 5, 2018 and incorporated herein by reference).
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FIRSTVISION LIMITED
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/s/ Bukit Merah Limited
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Bukit Merah Limited
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Corporate Director
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE SCOTT ZHU TRUST
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/s/ Valerie Wong Siew Keng
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|
Valerie Wong Siew Keng
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/s/ Koh Bee Eng
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Koh Bee Eng
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Authorised Signatories
|
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FIRESTONE INVESTMENT LIMITED
|
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/s/ Bukit Merah Limited
|
|
Bukit Merah Limited
|
|
Corporate Director
|
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CREDIT SUISSE TRUST LIMITED AS TRUSTEE FOR THE L&C FAMILY TRUST
|
|
/s/ Valerie Wong Siew Keng
|
|
Valerie Wong Siew Keng
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/s/ Koh Bee Eng
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Koh Bee Eng
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Corporate Director
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