Unassociated Document


    Exhibit
      4.33

     

    AGREEMENT
      FOR EQUITY TRANSFER 

     

    OF
      

     

    BEIJING
      NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD 

     

    BETWEEN
      

     

    CHINA
      DIGITAL TV TECHNOLOGY CO., LTD. 

     

    AND

     

    GOLDEN
      BENEFIT TECHNOLOGY CO., LTD.

     

    DATED
      DECEMBER 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    CONTENTS

    

      
        	
                THE
                  PARTIES

              	
                1

              
	
                DEFINITIONS

              	
                1

              
	
                TRANSFER
                  OF EQUITY 

              	
                1

              
	
                STEPS
                  PRIOR TO APPROVAL

              	
                2

              
	
                STEPS
                  AFTER APPROVAL

              	
                2

              
	
                PAYMENT
                  OF TRANSFER PRICE

              	
                2

              
	
                STATEMENT,
                  GUARANTEE AND PROMISE

              	
                2

              
	
                CONFIDENTIALITY
                  AND NON-COMPETITION

              	
                3

              
	
                COMPENSATION
                  GUARANTEE

              	
                3

              
	
                MODIFICATION
                  OF RIGHTS AND OBLIGATIONS

              	
                3

              
	
                EXPENSES
                  AND STAMP TAX

              	
                3

              
	
                NOTICE

              	
                3

              
	
                APPLICABLE
                  LAW AND SETTLEMENT OF DISPUTES

              	
                3

              
	
                OTHERS

              	
                3

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
      PARTIES

     

    THIS
      AGREEMENT was signed in December, 2007 by and between:

    

      
        	
                The
                  Transferor: CHINA
                  DIGITAL TV TECHNOLOGY CO., LTD. 

              
	
                 

              	 	 
	
                 

              	
                Legal
                  Address: Pasea Estate, Road Town, Tortola, British Virgin
                  Islands

              
	
                 

              	 	 
	
                 

              	
                Chairman
                  of Board: Lu Zengxiang   
                  

              	
                Nationality:
                  China

              
	
                 

              	 	 
	
                The
                  Transferee: GOLDEN
                  BENEFIT TECHNOLOGY CO., LTD.

              
	
                 

              	 	 
	
                    
                  

              	
                Legal
                  Address: Room 1401, Cambridge House, 26-28 Cameron Road, Tsimshatsui,
                  Kowloon. 

              
	
                 

              	 	 
	
                                               
                  

              	
                Director:
                  Zhu Jianhua

              	
                Nationality:
                  China

              
	 	 	 


      

    

    WHEREAS:

     

    Established
      in China on May 31, 2004, BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD.
      (hereinafter referred to as “Company”) is a foreign-capital enterprise by CHINA
      DIGITAL TV TECHNOLOGY CO., LTD. (hereinafter referred to as “the Transferor”) in
      accordance with Companies
      Law of the People’s Republic of China,
      Law
      of the People’s Republic of China on Foreign-Capital
      Enterprises
      and laws
      concerned. GOLDEN BENEFIT TECHNOLOGY CO., LTD. (hereinafter referred to as
“the
      Transferee”) is a limited company established in Hong Kong in full capital by
      the Transferor.

     

    
      	
              (1)

            	
              Whereas
                meeting the structure and business development of the Company, the
                Transferor agrees to transfer its 100% equity in the Company to the
                Transferee in accordance with the terms and conditions herein.
                

            


    

     

    
      	
              (2)

            	
              The
                Transferor will indirectly control the Company in a 100% manner hereafter.
                

            


    

     

    DEFINITIONS

     

    
      
        	1.1	
                Under
                  this Agreement: 

              


      

    

     

    Approval
      Authority: shall mean the Ministry of Commerce of the People’s Republic of China
      or the organizations it authorizes. 

     

    Approval
      Date: shall mean the date the approval authority issues an approval of the
      transferred items hereunder. 

     

    Business
      Day: shall mean any day except Saturday and Sunday, but not include legal
      holidays.

     

    Validity
      Day: shall mean the approval day.

     

    Equity:
      shall mean the equity/equities transferrable under the terms and conditions
      herein. 

     

    
      	1.2	
              Under
                this Agreement:

            


    

     

    
      	 	
              (a)

            	
              Any
                terms and WHEREAS terms mentioned shall refer to the terms and WHEREAS
                terms herein. 

            


    

     

    
      	 	
              (b)

            	
              Any
                titles are all set up for convenience and shall not influence the
                construction herein. 

            


    

     

    TRANSFER
      OF EQUITY

     

    
      	2.1	
              The
                transfer of the full equity of BEIJING NOVEL-SUPER DIGITAL TV TECHNOLOGY
                CO., LTD. from CHINA DIGITAL TV TECHNOLOGY CO., LTD. to GOLDEN BENEFIT
                TECHNOLOGY CO., LTD. (hereinafter referred to as “Transfer”) is an agreed
                resolution through fair, impartial and equal negotiation in accordance
                with the laws of the People’s Republic of China and the terms and
                conditions herein. 

            


    

     

    
      	2.2	
              No
                liability, burden, mortgage, pledge, pawn, lien or any other guaranty
                agreements or arrangements in the transfer of the full equity of
                BEIJING
                NOVEL-SUPER DIGITAL TV TECHNOLOGY CO., LTD. from CHINA DIGITAL TV
                TECHNOLOGY CO., LTD.

            


    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    
      	2.5	
              After
                the transfer of equity, the transferee will hold 100% equity of the
                Company and shall fulfill modification registration in industrial
                and
                commercial administration in accordance with law after being approved
                by
                the government in accordance with regulations.


            


    

     

    STEPS
      PRIOR TO APPROVAL

     

    
      
        	3.1	
                It
                  is agreed that the following documents shall be submitted and prepared
                  before the documents for approval of transfer are submitted to
                  the
                  approval authority:

              


      

    

     

    The
      Company shall prepare a transfer application, a revised version of the articles
      of association, this Agreement, the resolution of the board of directors,
      appointment of the directors and the general manager, the approval certificate
      of the establishment of company, the present business license of the company
      and
      all other necessary documents, and shall apply for being approved and suggest
      the approval authority to issue these approvals. 

     

    STEPS
      AFTER APPROVAL

     

    
      	4.1	
              After
                the approval date:

            


    

     

    The
      Company shall apply to the Industrial and Commercial Administration Bureau
      for
      alteration of business license and shall attach the documents concerned.


     

    PAYMENT
      OF TRANSFER PRICE

     

    
      	5.1	
              It
                is agreed that the Transferee acquires the full equity in a cost
                price of
                the equity of the Transferor, the actual investment $ 4,500,000 of
                the
                Transferor in the Company; and, 

            


    

     

    
      	5.2	
              The
                modes of payment: within three (3) months after acquiring the Certificate
                of Approval for an Enterprise with Foreign Investment,
                the Transferee shall pay the transfer price with dollars in cable
                transfer. Before the payment, the Transferor and the Transferee shall
                notify the other party in written the foreign exchange accounts opened
                in
                accordance with law; 

            


    

     

    STATEMENT,
      GUARANTEE AND PROMISE

     

    
      	6.1	
              The
                Transferor’s statements and guarantees herein as
                below:

            


    

     

    
      	
            	(a)	
              No
                liability, burden, mortgage, pledge, pawn, lien or any other guaranty
                agreements or arrangements on the ownership of the interests of equity
                held by the Transferor;

            


    

     

    
      	
            	(b)	
              The
                Transferor has sufficient right and authority to sign, perform and
                abide
                by any obligations under this Agreement; this Agreement shall be
                signed
                and delivered by the Transferor and the obligations shall be legal,
                effective, binding and performable in accordance with the terms and
                conditions herein.

            


    

     

    
      	6.2	
              The
                Transferee shall state and guarantee to the Transferor that the Transferee
                has sufficient rights and authority to sign, perform and abide by
                any
                obligations under this Agreement; this Agreement shall be signed
                and
                delivered by the Transferee and the obligations shall be legal, effective,
                binding and performable in accordance with the terms and conditions
                herein.

            


    

     

    
      	6.3	
              Any
                statements and guarantees herein shall be deemed as independent to
                each
                other, (unless conversed regulations are made) and shall not be limited
                by
                other statements and guarantees, nor be limited by any other terms
                and
                conditions herein. 

            


    


    
      
        
        

      

      
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          2

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIALITY
      AND NON-COMPETITION

     

    
      	7.1	
              It
                is guaranteed that they shall bear the confidential obligation to
                the
                business secrets of the other party involved in the process of transfer
                and the equity transfer itself. Where any loss of the other party
                is
                caused by any party’s faults, the faulty party shall bear the actual loss
                of the other party.

            


    

     

    COMPENSATION
      GUARANTEE

     

    
      	8.1	
              It
                is agreed irrevocably and unconditionally that where the other party
                or
                the Company suffers any loss caused by each party in violation of
                any
                statements, guarantees or promises herein, each party shall compensate
                sufficiently to the other party’s
                company.

            


    

     

    MODIFICATION
      OF RIGHTS AND OBLIGATIONS

     

    
      	9.1	
              The
                parties herein agree that, as from the approval day when the approval
                authority approves, the Transferor shall not share any right to vote
                and
                any power of representation in the board of directors of the
                Company.

            


    

     

    EXPENSES
      AND STAMP TAX

     

    
      	10.1  
              	
              Each
                party itself shall undertake any expenses arising from the negotiation,
                drafting and signing of this Agreement on it. The parties shall bear
                equally any stamp taxes payable arising from the execution this
                Agreement.

            


    

     

    
      	10.2  
              	
              The
                Company itself shall undertake the expenses occur in application
                procedures. 

            


    

     

    NOTICE

     

    
      	11.1  
              	
              Any
                notices under this Agreement shall be given in written, signed by
                the
                senders or its representatives and sent through fax or registration
                mail.
                Any notices served through fax, registration mail or sending by a
                special
                person shall be deemed to be received in the following
                conditions:

            


    

     

    
      	 	
              a)

            	
              Upon
                twelve hours after sending through
                fax.

            


    

     

    
      	 	
              b)

            	
              Within
                the fifth business day after sending through registration
                mail.

            


    

     

    
      	 	
              c)

            	
              Within
                the fourth business day as from the date when the notice is entrusted
                to
                an email express service acknowledged
                internationally.

            


    

     

    APPLICABLE
      LAW AND SETTLEMENT OF DISPUTES

     

    
      	12.1  	
              This
                Agreement shall be governed by the law of
                China.

            


    

     

    
      	12.2  
	
              Any
                disputes and claims, including any problems concerning the existence,
                validity or termination of this Agreement, arising from the execution
                of,
                or in connection with the Agreement first shall be settled through
                friendly consultations between both parties. In case no settlement
                can be
                settled through consultations, each party shall be entitled to submit
                the
                disputes to the China International Economic and Trade Arbitration
                Commission for arbitration. In the process of consultation or arbitration,
                this Agreement shall be performed continuously except the disputed
                items
                in consultation or arbitration.

            


    

     

    OTHERS

     

    
      	13.1  	
              This
                Agreement is signed in sextuplicate in Chinese, each party holds
                one, and
                other four copies shall be submitted to the approval authority for
                being
                approved.

            


    

     

    
      	13.2  	
              Any
                amendment hereto shall not be in valid before a written document
                is signed
                by and between the parties and approved by the approval
                authority.

            


    


    
      
        
        

      

      
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          3

        
          

        

      

      
        
        

      

    

     

    
      	13.3 
	
              The
                publicity of the content and time of the trade mentioned hereto shall
                be
                agreed by and between the parties. Without consultation to the other
                party
                in advance, any party shall not publicize, announce or disclose this
                Agreement or the relationship between two parties to the public or
                the
                staff members of the Company.

            


    

     

    
      	13.4 
	
              This
                Agreement shall be effective as of the validity day. It is agreed
                that the
                transfer shall not be effective before the approval authority approves
                in
                accordance with the laws of China.

            


    

     

    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    

     

    The
      Transferor: CHINA
      DIGITAL TV TECHNOLOGY CO., LTD. 

     

    /s/
      Lu
      Zengxiang

     

    Legal
      Representative (or Authorized Representative): Lu Zengxiang 

     

    The
      Transferee:
      GOLDEN BENEFIT TECHNOLOGY CO.,
      LTD. 

     

    /s/
      Zhu
      Jianhua

     

    Legal
      Representative (or Authorized Representative): Zhu Jianhua 

     

    
      
        
        

      

      
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          5