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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/15 Airnet Technology Inc. 20-F 12/31/14 128:19M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.34M 2: EX-4.24 Instrument Defining the Rights of Security Holders HTML 37K 3: EX-4.28 Instrument Defining the Rights of Security Holders HTML 37K 4: EX-4.56 Instrument Defining the Rights of Security Holders HTML 50K 5: EX-8.1 Opinion of Counsel re: Tax Matters HTML 40K 8: EX-13.1 Annual or Quarterly Report to Security Holders HTML 35K 9: EX-13.2 Annual or Quarterly Report to Security Holders HTML 35K 6: EX-12.1 Statement re: Computation of Ratios HTML 39K 7: EX-12.2 Statement re: Computation of Ratios HTML 39K 10: EX-15.1 Letter re: Unaudited Interim Financial Information HTML 35K 11: EX-15.2 Letter re: Unaudited Interim Financial Information HTML 36K 12: EX-15.3 Letter re: Unaudited Interim Financial Information HTML 35K 123: R1 Document and Entity Information HTML 60K 78: R2 Consolidated Balance Sheets HTML 189K 74: R3 Consolidated Balance Sheets (Parenthetical) HTML 88K 27: R4 Consolidated Statements of Operations HTML 126K 76: R5 Consolidated Statements of Operations HTML 42K (Parenthetical) 55: R6 Consolidated Statements of Comprehensive Loss HTML 57K 102: R7 Consolidated Statements of Changes in Equity HTML 137K 57: R8 Consolidated Statements of Cash Flows HTML 221K 60: R9 Consolidated Statements of Cash Flows HTML 40K (Parenthetical) 28: R10 Organization and Principal Activities HTML 206K 58: R11 Summary of Significant Accounting Policies HTML 152K 101: R12 Segment Information and Revenue Analysis HTML 72K 92: R13 Short-Term Investments HTML 38K 75: R14 Long-Term Investments HTML 98K 117: R15 Accounts Receivable, Net HTML 75K 98: R16 Other Current Assets HTML 64K 24: R17 Assets Held for Sale HTML 42K 32: R18 Other Non-Current Assets HTML 40K 116: R19 Long-Term Deposits HTML 46K 120: R20 Acquired Intangible Assets, Net HTML 104K 125: R21 Goodwill HTML 38K 119: R22 Property and Equipment, Net HTML 62K 83: R23 Prepaid Equipment Cost HTML 40K 29: R24 Accrued Expenses and Other Current Liabilities HTML 61K 54: R25 Short-Term Loan HTML 41K 39: R26 Income Taxes HTML 153K 38: R27 Net Loss Per Share HTML 65K 62: R28 Share Based Payments HTML 121K 82: R29 Fair Value Measurement HTML 45K 95: R30 Share Repurchase Plan HTML 38K 45: R31 Mainland China Contribution Plan HTML 40K 63: R32 Statutory Reserves HTML 39K 108: R33 Restricted Net Assets HTML 39K 42: R34 Commitments HTML 61K 90: R35 Contingent Liabilities HTML 46K 91: R36 Related Party Transactions HTML 106K 66: R37 Subsequent Events HTML 46K 37: R38 Additional Information-Financial Statement HTML 403K Schedule I Financial Information of Parent Company 89: R39 Summary of Significant Accounting Policies HTML 235K (Policies) 43: R40 Organization and Principal Activities (Tables) HTML 187K 61: R41 Summary of Significant Accounting Policies HTML 61K (Tables) 96: R42 Segment Information and Revenue Analysis (Tables) HTML 64K 49: R43 Long-Term Investments (Tables) HTML 94K 85: R44 Accounts 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Payments (Schedule of Stock Option HTML 57K Assumptions) (Details) 33: R87 Fair Value Measurement (Details) HTML 41K 112: R88 Share Repurchase Plan (Details) HTML 51K 94: R89 Mainland China Contribution Plan (Details) HTML 38K 103: R90 Statutory Reserves (Details) HTML 36K 99: R91 Restricted Net Assets (Details) HTML 41K 22: R92 Commitments (Narrative) (Details) HTML 64K 51: R93 Commitments (Schedule of Future Minimum Rental HTML 50K Lease Payments) (Details) 52: R94 Commitments (Schedule of Future Minimum Concession HTML 48K Fee Payments) (Details) 68: R95 Contingent Liabilities (Details) HTML 37K 53: R96 Related Party Transactions (Schedule of Amount Due HTML 67K to/from Related Parties-Trading) (Details) 110: R97 Related Party Transactions (Schedule of Revenues HTML 61K and Purchases) (Details) 40: R98 Related Party Transactions (Narrative) (Details) HTML 69K 23: R99 Related Party Transactions (Schedule of Equity HTML 67K Transaction with Related Party) (Details) 109: R100 Subsequent Events (Narrative) (Details) HTML 61K 65: R101 Additional Information-Financial Statement HTML 118K Schedule I Financial Information of Parent Company (Schedule of Parent Company Balance Sheets) (Details) 97: R102 Additional Information-Financial Statement HTML 51K Schedule I Financial Information of Parent Company (Schedule of Parent Company Balance Sheets) (Parenthetical) (Details) 84: R103 Additional Information-Financial Statement HTML 63K Schedule I Financial Information of Parent Company (Schedule of Parent Company Statements of Operations) (Details) 106: R104 Additional Information-Financial Statement HTML 56K Schedule I Financial Information of Parent Company (Schedule of Parent Company Statements of Comprehensive Income/Loss) (Details) 122: R105 Additional Information-Financial Statement HTML 200K Schedule I Financial Information of Parent Company (Schedule of Parent Company Statements of Changes in Equity) (Details) 56: R106 Additional Information-Financial Statement HTML 109K Schedule I Financial Information of Parent Company (Schedule of Parent Company Statements of Cash Flows) (Details) 71: XML IDEA XML File -- Filing Summary XML 186K 26: EXCEL IDEA Workbook of Financial Reports XLSX 313K 70: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.33M 13: EX-101.INS XBRL Instance -- amcn-20141231 XML 4.33M 15: EX-101.CAL XBRL Calculations -- amcn-20141231_cal XML 308K 16: EX-101.DEF XBRL Definitions -- amcn-20141231_def XML 1.09M 17: EX-101.LAB XBRL Labels -- amcn-20141231_lab XML 3.17M 18: EX-101.PRE XBRL Presentations -- amcn-20141231_pre XML 1.75M 14: EX-101.SCH XBRL Schema -- amcn-20141231 XSD 317K 121: ZIP XBRL Zipped Folder -- 0001144204-15-024774-xbrl Zip 327K
Exhibit 4.56
English Summary of Franchising Operation Agreement of Wi-Fi Wireless Network
On Bullet Trains Administered under Shanghai Railway Administration
This agreement is made and entered into on August 22nd, 2014 in Shanghai between:
Party A:
Shanghai Railway Culture & Advertising Development Co., Ltd.
Legal Representative: Wang Wenzhuo
Address: No.59 Tianmu Zhong Rd. 3F, Shanghai
Postal Code: 200071
Party B:
Guangzhou Meizheng Advertising Co., Ltd.
Legal Representative: Yu Yunfeng
Address: No.905 Binjiang Dong Rd. Lijingwan South Building East Tower, 4F, Haizhu district, Guangzhou
Postal Code: 510300
Whereas,
1. | Party A, a company duly incorporated in the People’s Republic of China, is a legal entity licensed to operate advertising business and validly existing with good standing. |
2. | Party B, a company duly incorporated in the People’s Republic of China, is a legal entity licensed to operate advertising business and Wi-Fi wireless network service and validly existing with good standing. |
3. | Party A owes the authorization in connection to the franchising operation rights under this agreement. |
Based on the applicable laws, regulations and the result of the investment invitation for the franchising operation of Wi-Fi wireless network on bullet trains administered under Shanghai Railway Administration released on August 15, 2014 and based on the principles of mutual benefit and through equal negotiation, both parties reached the agreement as follows:
I. | Subject matter and period |
1. | the subject matter of the this agreement is the franchising operation rights of the Wi-Fi wireless network provided in the bullet trains administered under Shanghai Railway Administration. |
2. | The cooperation period is three (3) years (excluding the construction period) which starts from January 1st, 2015 to March 31st, 2018. The period between August 22, 2014 and December 31, 2014 is the construction period, during which there is no Concession Fee to be paid by Party B to Party A. This agreement can be extended for a period of three (3) years after this agreement expires. Both parties shall enter into another written agreement. |
II. | Operating rights and fee |
3. | During the operation period of this agreement, Party B is entitled to the exclusive franchising operation rights of the Wi-Fi wireless network in the bullet trains under this agreement. |
C:
5. | The concession fee of the franchising operation of the Wi-Fi wireless network on bullet trains under this agreement (the “Concession Fee”) for the first year is RMB48,420,000. |
6. | The Concession Fee shall be paid at the first month of every half operation year. And the franchising operation rights should be granted after the above Concession Fee has been paid. |
7. | Party B should pay to Party A deposits for each operation year. The amount of the deposit for each year shall equal 10% of the Concession Fee for the same operation year, such deposit should subject to the same adjustment ratio as that for the Concession fee of every operation year. The deposit for the first operation year is RMB4,842,000, which should be paid by September 20, 2014. |
III. | Construction and related matters |
9. | Party B is responsible for the installation of the software, hardware system and ancillary facilities of the Wi-Fi wireless network system (including but not limited to the structural installations and power supplies and etc.) in the aforementioned bullet trains and shall burden the costs by itself. |
18. | Party B is responsible for the maintenance of the Wi-Fi wireless network system during the operation period, including the setting and maintenance and etc. |
19. | After the completion of the Wi-Fi wireless network system construction, the ownership of the software, hardware and ancillary facilities (including but not limited to the structural installations and power supplies and etc.) should be the same as specified in the System Construction Plan. |
IV. | Commercial operation |
21. | Party A is in charge of the examination of the content of the advertisement broadcasted through the Wi-Fi wireless network system and the filing obligations. Any piece of the advertisement contracted by Party B can only be published after being reviewed and approved by Party A. And Party A has the right to advise amendments to a piece of advertisement whose content is not deemed to comply with the competent laws and regulations. Party A has the right to refuse the release of such advertisement before Party B revises it accordingly. |
V. | Special Clauses |
25. | Party B shall not transfer, by any means, the franchising operation rights under this agreement to a third party without the written consent of Party A. |
27. | In the event that any punishment and indemnification is imposed on Party A by the governmental authorities due to the equipment or the technological issues of the Wi-Fi wireless network system of Party B, which subject Party A to actual losses, Party B shall bear all the losses therefrom. |
28. | In the event that any legal disputes arose due to the usage of the equipment or technology of the Wi-Fi wireless network system of Party B, Party B should handle such legal disputes and bear all the legal liabilities resulted therefrom. Party A shall not bear any several or joint liability. |
29. | This agreement shall be automatically terminated in the event that the China Railways Corporation initiates a unified investment invitation for the Wi-Fi systems on all bullet trains administrated by all railway administrations. Under the above circumstance, Party A shall recommend Party B to the China Railways Corporation as a priority business partner under the same condition. In the event that the China Railways Corporation initiates an investment invitation only for the Wi-Fi systems of the bullet trains that have not been contracted, this agreement shall remain effective. |
C:
30. | Where a technical standard issued by the China Railways Corporation that is relevant to the subject under this agreement, Party B shall conduct the technical reform and upgrades in accordance with such standard within a prescribed time. Where such technical standard cannot be satisfied within the prescribed time period, Party B will be deemed to have waived the franchising operation rights under this agreement and this agreement will be automatically terminated. |
31. | In the event that this agreement is terminated in advance due to a unilateral default of Party B, Party A shall be entitled to the ownership of all the software, hardware and the ancillary facilities of the Wi-Fi wireless network system, including but not limited to the installation instructions and the power system. |
33. | Where Party B fails to perform this agreement, the holding investor of Party B, Beijing Shengshi Lianhe Advertising Co., Ltd should continue to perform all the rights and obligations under this agreement. |
VI. | Rights and Obligations |
34. | Party A’s rights and obligations |
Party A:
1) shall not interfere Party B’s execution of its franchising operation rights;
2) has right to collect fees set forth in this agreement;
3) shall ensure the integrity of the franchising operation rights;
4) shall not be held liable for any liabilities due to Party B’s operation of the franchising operation rights under this agreement which is not caused by Party A nor any joint and several liability arising therefrom.
35. | Party B’s rights and obligations |
Party B
1) is entitled to exercise the franchising operation rights under this agreement in its own discretion and the rights to collect revenues;
2) shall make payment to Party A in accordance with this agreement;
3) shall undertake full legal liabilities due to the exercise of the franchising operation rights which is not caused by Party A and the joint and several liability arising therefrom, and shall not interfere with the regular operation of the railway system;
4) shall be subject to the supervision of the governments and the Railway Administration.
VII. | Contract Breaching and Dispute Resolution |
36. Both Parties acknowledge that unless otherwise agreed upon by both Parties through a written consent in unanimity that approving the unilateral modification of this agreement by one Party, the refusal by any Party to perform its obligations under this agreement shall be deemed as a default to this agreement. The defaulting party shall pay the liquidated damages to the non-defaulting party the financial losses suffered by the non-defaulting party. The maximum amount of such liquidated damages is equivalent to 100% of the Concession Fee for that operation year.
C:
38. | In the event that Party B fails to pay the fee payable according to this agreement, Party B shall pay a surcharge for the overdue payment at a rate of 3‰ per day of the total amount of the overdue payment to Party A, charged from the date when the delay of payment has taken place. If the overdue period exceeds 45 days, Party A will be entitled to the right to unilaterally terminate this agreement and the deposit paid by Party B will be forfeited. |
42. Any dispute arising from or related to this agreement shall be first resolved through friendly consultation. In the event that the dispute cannot be resolved through the foregoing measure, the dispute shall be submitted to the courts with jurisdiction at where the agreement is signed.
VIII. | Force Majeure |
IX. | Statement and Guarantee |
X. | Notice and Service |
Party A:
Shanghai Railway Culture & Advertising Development Co., Ltd. (Sealed)
/s/ Wang Wenzhuo
Party B:
Guangzhou Meizhong Advertising Co., Ltd. (Sealed)
/s/ Guo Rong
C:
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/24/15 | None on these Dates | ||
For Period end: | 12/31/14 | |||
9/20/14 | ||||
8/22/14 | ||||
8/15/14 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/15 SEC UPLOAD¶ 9/30/17 1:127K Airnet Technology Inc. 9/21/15 SEC UPLOAD¶ 9/30/17 1:162K Airnet Technology Inc. |