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Airnet Technology Inc. – ‘20-F’ for 12/31/13 – ‘EX-4.52’

On:  Friday, 4/25/14, at 2:26pm ET   ·   For:  12/31/13   ·   Accession #:  1144204-14-24869   ·   File #:  1-33765

Previous ‘20-F’:  ‘20-F/A’ on 5/22/13 for 12/31/12   ·   Next:  ‘20-F’ on 4/24/15 for 12/31/14   ·   Latest:  ‘20-F’ on 4/28/23 for 12/31/22   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/25/14  Airnet Technology Inc.            20-F       12/31/13  119:11M                                    Toppan Merrill/FA

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   1.30M 
 2: EX-4.50     Instrument Defining the Rights of Security Holders  HTML     54K 
 3: EX-4.51     Instrument Defining the Rights of Security Holders  HTML     51K 
 4: EX-4.52     Instrument Defining the Rights of Security Holders  HTML     42K 
 5: EX-4.53     Instrument Defining the Rights of Security Holders  HTML     44K 
 6: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     35K 
 9: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     33K 
10: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     33K 
 7: EX-12.1     Statement re: Computation of Ratios                 HTML     37K 
 8: EX-12.2     Statement re: Computation of Ratios                 HTML     37K 
11: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     34K 
12: EX-15.2     Letter re: Unaudited Interim Financial Information  HTML     33K 
13: EX-15.3     Letter re: Unaudited Interim Financial Information  HTML     32K 
82: R1          Document and Entity Information                     HTML     58K 
65: R2          Consolidated Balance Sheets                         HTML    161K 
78: R3          Consolidated Balance Sheets (Parenthetical)         HTML     68K 
86: R4          Consolidated Statements of Operations               HTML    111K 
109: R5          Consolidated Statements of Operations               HTML     36K  
                (Parenthetical)                                                  
68: R6          Consolidated Statements of Comprehensive            HTML     51K 
                Income/(Loss)                                                    
77: R7          Consolidated Statements of Changes in Equity        HTML     93K 
59: R8          Consolidated Statments of Cash Flows                HTML    171K 
48: R9          Organization and Principal Activities               HTML    116K 
111: R10         Summary of Significant Accounting Policies          HTML     98K  
88: R11         Segment Information and Revenue Analysis            HTML     49K 
87: R12         Short-Term Investments                              HTML     35K 
94: R13         Long-Term Investments                               HTML     53K 
95: R14         Accounts Receivable, Net                            HTML     49K 
92: R15         Other Current Assets                                HTML     42K 
96: R16         Long-Term Deposits                                  HTML     38K 
79: R17         Acquired Intangible Assets, Net                     HTML     64K 
83: R18         Goodwill                                            HTML     39K 
90: R19         Property and Equipment, Net                         HTML     43K 
119: R20         Prepaid Equipment Cost                              HTML     36K  
104: R21         Accrued Expenses and Other Current Liabilities      HTML     41K  
73: R22         Income Taxes                                        HTML     77K 
89: R23         Net Loss Per Share                                  HTML     44K 
75: R24         Share Based Payments                                HTML     68K 
39: R25         Fair Value Measurement                              HTML     39K 
105: R26         Share Repurchase Plan                               HTML     36K  
115: R27         Mainland China Contribution Plan                    HTML     36K  
54: R28         Statutory Reserves                                  HTML     36K 
53: R29         Restricted Net Assets                               HTML     36K 
57: R30         Commitments                                         HTML     45K 
58: R31         Contingent Liabilities                              HTML     42K 
60: R32         Related Party Transactions                          HTML     50K 
28: R33         Additional Information-Financial Statement          HTML    150K 
                Schedule I Financial Information of Parent Company               
102: R34         Summary of Significant Accounting Policies          HTML    190K  
                (Policies)                                                       
71: R35         Organization and Principal Activities (Tables)      HTML    102K 
74: R36         Summary of Significant Accounting Policies          HTML     47K 
                (Tables)                                                         
43: R37         Segment Information and Revenue Analysis (Tables)   HTML     42K 
118: R38         Long-Term Investments (Tables)                      HTML     51K  
20: R39         Accounts Receivable, Net (Tables)                   HTML     47K 
62: R40         Other Current Assets (Tables)                       HTML     42K 
108: R41         Long-Term Deposits (Tables)                         HTML     37K  
41: R42         Acquired Intangible Assets, Net (Tables)            HTML     63K 
52: R43         Goodwill (Tables)                                   HTML     38K 
56: R44         Property and Equipment, Net (Tables)                HTML     41K 
66: R45         Accrued Expenses and Other Current Liabilities      HTML     40K 
                (Tables)                                                         
27: R46         Income Taxes (Tables)                               HTML     72K 
47: R47         Net Loss Per Share (Tables)                         HTML     42K 
22: R48         Share Based Payments (Tables)                       HTML     53K 
107: R49         Commitments (Tables)                                HTML     42K  
40: R50         Related Party Transactions (Tables)                 HTML     49K 
103: R51         Additional Information-Financial Statement          HTML    150K  
                Schedule I Financial Information of Parent Company               
                (Tables)                                                         
44: R52         Organization and Principal Activities (Schedule of  HTML     90K 
                Companies Subsidiaries and VIE's) (Details)                      
63: R53         Organization and Principal Activities (Schedule of  HTML     53K 
                VIE's Consolidated Balance Sheets) (Details)                     
21: R54         Organization and Principal Activities (Schedule of  HTML     59K 
                VIE's Consolidated Statement of Operations)                      
                (Details)                                                        
25: R55         Summary of Significant Accounting Policies          HTML     58K 
                (Narrative) (Details)                                            
55: R56         Summary of Significant Accounting Policies          HTML     44K 
                (Schedule of Estimated Useful Lives of Property                  
                and Equipment) (Details)                                         
32: R57         Summary of Significant Accounting Policies          HTML     41K 
                (Schedule of Estimated Economic Lives of                         
                Intangible Assets) (Details)                                     
112: R58         Segment Information and Revenue Analysis (Details)  HTML     41K  
70: R59         Short-Term Investments (Details)                    HTML     39K 
93: R60         Long-Term Investments (Narrative) (Details)         HTML     60K 
46: R61         Long-Term Investments (Schedule of Equity Method    HTML     51K 
                Investments) (Details)                                           
49: R62         Accounts Receivable, Net (Schedule of Accounts      HTML     48K 
                Receivable, Net) (Details)                                       
100: R63         Accounts Receivable, Net (Schedule of Allowance     HTML     44K  
                for Doubtful Accounts) (Details)                                 
97: R64         Other Current Assets (Details)                      HTML     70K 
72: R65         Long-Term Deposits (Details)                        HTML     43K 
99: R66         Acquired Intangible Assets, Net (Details)           HTML     77K 
45: R67         Goodwill (Details)                                  HTML     45K 
76: R68         Property and Equipment, Net (Details)               HTML     53K 
114: R69         Prepaid Equipment Cost (Details)                    HTML     43K  
24: R70         Accrued Expenses and Other Current Liabilities      HTML     58K 
                (Details)                                                        
38: R71         Income Taxes (Narrative) (Details)                  HTML     46K 
64: R72         Income Taxes (Schedule of Income Tax                HTML     44K 
                Benefits/(Expenses)) (Details)                                   
30: R73         Income Taxes (Schedule of Deferred Income Tax       HTML     71K 
                Assets and Liabilities) (Details)                                
117: R74         Income Taxes (Schedule of Reconciliation of         HTML     69K  
                Effective Income Tax Rate) (Details)                             
42: R75         Income Taxes (Schedule of VIE's Net Loss Per Share  HTML     43K 
                Amounts) (Details)                                               
33: R76         Net Loss Per Share (Details)                        HTML     59K 
37: R77         Share Based Payments (Narrative) (Details)          HTML     96K 
26: R78         Share Based Payments (Schedule of Stock Option      HTML     93K 
                Activity) (Details)                                              
29: R79         Share Based Payments (Schedule of Stock Option      HTML     47K 
                Assumptions) (Details)                                           
84: R80         Fair Value Measurement (Details)                    HTML     39K 
35: R81         Share Repurchase Plan (Details)                     HTML     47K 
113: R82         Mainland China Contribution Plan (Details)          HTML     35K  
61: R83         Statutory Reserves (Details)                        HTML     34K 
91: R84         Restricted Net Assets (Details)                     HTML     38K 
98: R85         Commitments (Narrative) (Details)                   HTML     45K 
34: R86         Commitments (Schedule of Future Minimum Rental      HTML     49K 
                Lease Payments) (Details)                                        
36: R87         Commitments (Schedule of Future Minimum Concession  HTML     45K 
                Fee Payments) (Details)                                          
110: R88         Contingent Liabilities (Details)                    HTML     35K  
31: R89         Related Party Transactions (Schedule of Amount Due  HTML     42K 
                to/from Related Parties-Trading) (Details)                       
85: R90         Related Party Transactions (Schedule of Revenues    HTML     37K 
                and Purchases) (Details)                                         
81: R91         Additional Information-Financial Statement          HTML     91K 
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Balance Sheets)                      
                (Details)                                                        
101: R92         Additional Information-Financial Statement          HTML     47K  
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Balance Sheets)                      
                (Parenthetical) (Details)                                        
80: R93         Additional Information-Financial Statement          HTML     53K 
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Statements of                        
                Operations) (Details)                                            
69: R94         Additional Information-Financial Statement          HTML     48K 
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Statements of                        
                Comprehensive Income/Loss) (Details)                             
106: R95         Additional Information-Financial Statement          HTML    125K  
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Statements of Changes                
                in Equity) (Details)                                             
67: R96         Additional Information-Financial Statement          HTML     92K 
                Schedule I Financial Information of Parent Company               
                (Schedule of Parent Company Statements of Cash                   
                Flows) (Details)                                                 
116: XML         IDEA XML File -- Filing Summary                      XML    172K  
23: EXCEL       IDEA Workbook of Financial Reports                  XLSX    301K 
51: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.38M 
14: EX-101.INS  XBRL Instance -- amcn-20131231                       XML   2.64M 
16: EX-101.CAL  XBRL Calculations -- amcn-20131231_cal               XML    286K 
17: EX-101.DEF  XBRL Definitions -- amcn-20131231_def                XML    865K 
18: EX-101.LAB  XBRL Labels -- amcn-20131231_lab                     XML   2.74M 
19: EX-101.PRE  XBRL Presentations -- amcn-20131231_pre              XML   1.40M 
15: EX-101.SCH  XBRL Schema -- amcn-20131231                         XSD    314K 
50: ZIP         XBRL Zipped Folder -- 0001144204-14-024869-xbrl      Zip    261K 


‘EX-4.52’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Equity Swap Agreement

 

Party A: Beijing N-S Digital TV Co., Ltd.

Address: 4/F, Building B, Jingmeng High-tech Tower, No. 5, Shangdi East Road, Haidian District, Beijing, People’s Republich of China, 100085

Legal Representative: Zhu Jianhua

 

Party B: AirMedia Group Co., Ltd.

Address: 15/F, Sky Plaza, No.46 of Dongzhimenwai Street, Dongcheng District, Beijing 100027, China

Legal Representative: Guo Man

 

Whereas, Party A and Party B entered into a Cooperation Framework Agreement in June 2011, and then in December 2011,both parties signed a Supplementary Agreement attached the aforesaid Cooperation Framework Agreement. In accordance with the Cooperation Framework Agreement and its Supplementary Agreement, (hereinafter referred as “Original Agreement”) Party A and Party B jointly established Beijing Xinghe Union Film & TV Co., Ltd. (hereinafter referred as “Beijing Xinghe”) and Beijing Shibo Movie Technology Co., Ltd. ((hereinafter referred as “Beijing Shibo”). Party A holds 50% equity interest in both of the aforementioned companies respectively; Party B also holds 50% equity interest in both of the aforementioned companies respectively.

Through the negotiation on equal footing, on the subjects of equity swap between Party A and Party B and the terminations of the Original Agreement, both parties agree as follows:

I.Equity Swap
1.Party A transfers its 50% equity interest of Xinghe Union to Party B or a company designated by Party B; Party B transfers its 50% equity interest of Beijing Shibo to Party A or a company designated by Party A.
2.Both parties agree: the transfer of equity interest of both Beijing Xinghe and Beijing Shibo will be completed through equity swap, regardless of the values of the net asset and equity interest of the two companies swapped. The tax (such as Business Tax or Income Tax) and other expenses, if any, incurred by the aforesaid transactions are burdened to the receiving parties respectively.
3.Both parties agree to complete the deliveries of aforesaid equity interest before September 30th, 2013. To ensure the swap and delivery of shares before the aforesaid deadline, both parties shall provide Share Purchase Agreement, Board (or Shareholder) Resolutions affixed with signatures and seals in accordance with State Administration of Industry and Commerce (hereinafter referred as SAIC) requirements.
II.Rights and Obligations of the Parties
1.Both parties shall cooperate actively and provide documentation SAIC required to assist its counterpart.

 

 C: 
 
 

 

2.Both parties warrant that other than this agreement, there is no any other agreement or any other form of statement that contains sale or transfer of equity interest of the aforesaid companies; Both parties warrant that there is no undisclosed collateral, guarantees, or other options on the equity interest under this Agreement that will lead to the failure of share transfer; Both parties warrant that there is no lawsuit or other form of disputes involving the aforesaid companies; Either party which makes false warranty will be held liable to the damage, loss and any other consequence incurred.
3.Both parties recognize the assets, operating status and financial statement data of the two companies. During the time period from the effective date of this agreement to the delivery date of the shares, other than continuous operating cost, both parties shall not inflate expenses nor conceal revenues. Either Party which conducts the above mentioned activities will be held liable to the damage, loss and any other consequence incurred.
4.Party A warranty that the documentation of Beijing Shibo provided to Party B will be complete and there will be no undisclosed debt, lawsuit or any other matter which might result in substantial change of Beijing Shibo’ asset; Party B warranty that the documentation of Beijing Xinghe provided to Party A will be complete and there will be no undisclosed debt, lawsuit or any other matter which might result in substantial change of Beijing Xinghe’s asset; Party which provides incomplete documentation will be held liable to the damage, loss and any other consequence incurred.
III.Termination of Original Agreement
1.Both parties agree to terminate the Original Agreement , and set the September 1, 2013 as the termination date. After the termination, the equity swap will proceed accordingly.
2.For the purpose of subsequent affair arrangements and future collaboration, Party A entrust its affiliate “Beijing AirMedia Film and TV culture Co., Ltd.” to negotiate and enter into new agreement with Party B’s affiliate Beijing Shibo regards to the continuation of existing business, subsequent affair arrangements and new model of cooperation. The new agreement once entered will contain clauses which stipulate the termination of the Original Agreement and subsequent affair arrangements after; such clauses are binding on Party A and Party B.
3.Both parties agree that the termination of the Original Agreement is not a Breach of Contract, and there is no dispute of any form.

 

IV.Confidentiality

Each party shall treat the existence and contents of this agreement as confidential, shall not disclose such information in any way unless is required to be disclosed in accordance with applicable laws, regulations or government orders.

 

V.Breach of Contract

Both parties shall conduct themselves strictly in accordance with this agreement once entered; Party which fails to perform its responsibility will be held liable to the damage, loss and any other consequence incurred.

 

VI.Amendment and Termination

Any amendment shall be done through negotiation and in writing; no amendment is valid unless both parties reach a mutual understanding or otherwise the agreement shall continue to be in full force and effect.

 

 C: 
 
 

 

VII.Dispute Settlement

Any dispute relating to this Agreement shall be resolved through consultation; and in case the negotiation fails, either party shall be entitled to submit the dispute to Beijing Arbitration Commission for arbitration.

 

VIII.Miscellaneous
1.This agreement may be supplemented only by mutual consent in writing between both parties. The supplement and this agreement are equally valid.
2.In case of the content of the documentation provided by both parties to the SAIC for the purpose of registration differs from this agreement, this agreement shall prevail.
3.This agreement is effective once signed and sealed by authorized representatives of both parties.
4.This agreement is signed and sealed in 2 originals, with each copy equally binding, and parties shall each keep 1 original.

 

PARTY A :

 

Authorized Representative:

 

Date:

 

PARTY B :

 

Authorized Representative:

 

Date:

 

 C: 
 

 


Dates Referenced Herein

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/25/14None on these Dates
For Period end:12/31/13
9/1/13
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/28/23  Airnet Technology Inc.            20-F       12/31/22  114:15M                                    Toppan Merrill/FA2
 5/13/22  Airnet Technology Inc.            20-F       12/31/21  113:16M                                    Toppan Merrill/FA2
 5/06/21  Airnet Technology Inc.            20-F       12/31/20  112:14M                                    Toppan Merrill/FA
 9/14/20  Airnet Technology Inc.            20-F       12/31/19  120:14M                                    Toppan Merrill/FA
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Filing Submission 0001144204-14-024869   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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