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Form SD China Digital TV Holding

May 31, 2016 6:17 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM SD

 

 

 

Specialized Disclosure Report

 

 

 

China Digital TV Holding Co., Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

         
Cayman Islands   001-33692   Not Applicable

(State or other jurisdiction

of incorporation or organization)

 

 

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

 

 

Jingmeng High-Tech Building B, 4th Floor

 

No. 5 Shangdi East Road, Haidian District

 

Beijing 100085,

People’s Republic of China

(Address of principal executive offices) (zip code)

 

Mr. Nan Hao

Telephone: (+86 10) 6297 1199

(Name and telephone number, including area code, of the person to contact in connection with this report.)

 

 

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

x  Rule 13p-1 under the Securities Exchange Act (17 CFR240.13p-1) for the reporting period from January 1 to December 31, 2015.

 

   

 

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

China Digital TV Holding Co., Ltd. has concluded in good faith that during 2015 we have manufactured or contracted to manufacture products which contain conflict minerals that are necessary to the functionality or production of these products (such minerals are referred to as "necessary conflict minerals"). Based on a reasonable country of origin inquiry, we have reason to believe that our necessary conflict minerals originated or may have originated in the Democratic Republic of the Congo or an adjoining country as defined in the instructions to Form SD.

 

Forward-Looking Statements

 

This Specialized Disclosure Report on Form SD, including the Conflict Minerals Report exhibit, contains forward-looking statements that are based upon management’s expectations and beliefs concerning future events impacting CDTV. Certain matters contained herein concerning the future, including risk mitigation steps, constitute forward-looking statements and are based upon management's expectations and beliefs. There can be no assurance that these future events will occur as anticipated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. For a description of certain factors that could cause our future results to differ materially from those expressed in any forward-looking statement, see the section headed "Forward Looking Statements" in our annual report on Form 20-F for the fiscal year ended December 31, 2015.

 

Inherent Limitations on Due Diligence Procedures

 

As a downstream purchaser of finished products containing conflict minerals, our due diligence procedures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of such materials. Our due diligence processes are based on the necessity of seeking data from our direct suppliers and those suppliers seeking similar information within their supply chains to identify the original sources of conflict minerals. We also rely, to a large extent, on information collected and provided by third parties. Such sources of information may yield inaccurate or incomplete information and may be subject to fraud.

 

Item 1.02 Exhibit

 

A copy of our Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at http://ir.chinadtv.cn. The content of such website is not a part of this Specialized Disclosure Report on Form SD.

 

Section 2 – Exhibit

 

Item 2.01 Exhibit

 

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

             
    CHINA DIGITAL TV HOLDING CO., LTD        
    (Registrant)        
         
By:  

/s/ Jianhua Zhu

      Date: May 31, 2016  
    Jianhua Zhu        
    Chief Executive Officer and Director        
                   

 

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EXHIBIT 1.01

 

China Digital TV Holding Co., Ltd.

CONFLICT MINERALS REPORT

for the Year Ended December 31, 2015

 

This Conflict Minerals Report of China Digital TV Holding Co., Ltd. (together with its consolidated subsidiaries, "CDTV," "we," or "our") has been prepared for the period from January 1, 2015 to December 31, 2015 in accordance with Rule 13p-1 ("Rule 13p-1") under the United States Securities Exchange Act of 1934 ("1934 Act"). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions of the terms used in this report, unless otherwise defined herein.

 

Reasonable Country of Origin Inquiry

 

We have concluded in good faith that during 2015 we manufactured or contracted to manufacture products which contain conflict minerals that are necessary to the functionality or production of these products (such minerals are referred to as "necessary conflict minerals"). Based on a reasonable country of origin inquiry ("RCOI"), we have reason to believe that our necessary conflict minerals originated or may have originated in the Democratic Republic of the Congo or an adjoining country as defined in the instructions to Form SD (the "Covered Countries").

 

As we are a downstream supplier of finished products and do not purchase from, and have no established commercial relationships with, smelters or refiners of the necessary conflict minerals, our RCOI focused on our direct suppliers and we rely on them to assist with our RCOI efforts, including the identification of smelters and refiners of the necessary conflict minerals contained in the materials which they supply to us. In 2015, we purchased the materials used in our finished products primarily from STMicroelectronics ("STM"). We conducted supply chain surveys with our suppliers to obtain country of origin information for the necessary conflict minerals by using the Electronic Industry Citizenship Coalition and the Global e-Sustainability Initiative Conflict Minerals Reporting Template (the "Conflict Minerals Reporting Template") published by the Conflict-Free Sourcing Initiative ("CFSI") (formally known as EICC/GeSI template) as well as by follow-up e-mails and phone calls to our suppliers.

 

STM indicated on its Conflict Minerals Reporting Template that it knew or had reason to believe that tantalum, tin, tungsten and gold incorporated into certain STM products had originated in a Covered Country and did not come from recycled or scrap sources. CDTV products that may have originated from a Covered Country, and that did not come from recycled or scrap sources, are subject to further due diligence. The other respondents indicated on their respective Conflict Mineral Reporting Templates that the smelters in their supply chains did not source conflict minerals from any Covered Country.

 

Due Diligence

 

We have exercised due diligence on the source and chain of custody of our necessary conflict minerals obtained from our suppliers that conforms to the Organization for Economic Co-operation and Development's (the "OECD") internationally recognized due diligence framework found in OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition and the OECD's related Supplement on Tin, Tantalum and Tungsten.

 

Establish strong company management systems

 

Beginning in 2013, we have assembled an internal, cross-functional team of professionals, including representatives from our finance, legal and supply chain management teams, to develop a conflict minerals program, conduct due diligence and report to senior management. Certain members of our internal team have also received industry training on the subject of conflict minerals compliance.

 

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We have established our due diligence process and set forth a documentation and record maintenance mechanism to ensure the retention of relevant documentation. We have also developed a conflict minerals policy which we will communicate to our suppliers, incorporate into our supplier contracts and make publicly available at http://ir.chinadtv.cn.

 

Identify and assess risk in the supply chain

 

In 2015, STM supplied us with products that incorporated tin, tantalum, tungsten and gold. STM had a policy in place that addressed conflict mineral sourcing, restricted its suppliers and subcontractors from sourcing conflict minerals through any channels that fund armed groups in the Covered Countries and required its suppliers and subcontractors to source conflict minerals from smelters whose due diligence practices had been validated by an independent third party audit program. In addition, STM is a member of the Electronic Industry Citizenship Coalition (the "EICC"), has adopted the EICC’s Code of Conduct and participates in the Global e-Sustainability Initiative (the "GeSI") programs.

 

Design and implement a strategy to respond to identified risks

 

In order to identify and assess risk in our supply chain, we conducted a supply-chain survey with our suppliers using the Conflict Minerals Reporting Template. We asked our suppliers to determine if conflict minerals were necessary to the functionality of its products provided to CDTV and, if yes, to provide information regarding the smelters and refiners for the necessary conflict minerals in their supply chains.

 

We reviewed the responses for completeness and consistency and followed up with our suppliers to obtain additional information and clarifications. The respondents provided specific information regarding the smelters and refiners of the necessary conflict minerals in their respective supply chains. We then compared the smelters and refiners identified by the respondents against the Conflict Free Smelter List established by the CFSI's Conflict Free Smelter Program to determine whether our suppliers are using certified smelters and refiners.

 

Carry out independent third-party audits of supply chain due diligence practices

 

We do not have direct relationships with smelters or refiners, and we do not perform direct audits of these entities' supply chains of conflict minerals. However, we support the development and implementation of independent third party audits of smelters and refiners, such as the CFSI's Conflict Free Smelter Program.

 

Report on supply chain due diligence

 

We have implemented a process to summarize, review and approve compliance results and timely file with the SEC our Specialized Disclosure Report on Form SD and Conflict Minerals Report, if required. This Conflict Minerals Report is publicly available at http://ir.chinadtv.cn.

 

Results of Due Diligence

 

Each of the smelters and refiners identified by our responding suppliers, including STM, was certified by EICC-GeSI as a "Conflict Free Smelter."

 

Independent Private Sector Auditor

 

For the 2015 reporting period, we are not required to obtain an independent private sector audit of this Conflict Minerals Report.

 

Risk Mitigation Steps

 

During the 2015 reporting period, we continue to engage in the activities described above in "Due Diligence." In addition, in our efforts to attain a conflict-free supply chain for our products, we will continue to contact our suppliers to encourage them and the smelters and refiners in our supply chain to participate in the conflict free certification program under the CFSI's Conflict-Free Smelter Program.

 

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