Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
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-4.51’ — Instrument Defining the Rights of Security Holders
Cooperation
Objectives: jointly establish Guangzhou Meizheng Advertising Co., Ltd. (hereinafter referred to as “Guangzhou Meizheng”)
to operate the PAD advertising in the carriages of Wuhan-Guangzhou high-speed rail lines under operation of Guangzhou Railway Group
and strive to obtain the advertising concession for Wi-Fi entertainment platform.
II.
Cooperation Basis and Cooperation Model
1.
Basis and Conditions for the Establishment of Joint Venture:
1)
Party B warrants that it has signed Advertising
Contract with Guangzhou Railway Group Cultural Advertising Corporation (hereinafter referred to as "
GRG ") on August 23, 2012, and GRG authorizes the
PAD advertising concession in the trains of Wuhan-Guangzhou, Guangzhou-Shenzhen-Hong Kong high-speed rail lines (hereinafter referred
to as the "Concession") to Party B, and Party B has lawfully obtained the exclusive operating right of platform advertising
for the period from September 1, 2012 to August 31, 2018.
2)
Party A warrants that it has an extensive resources and experiences in advertising business, a
wide range of customer resources and it is licensed as an agent to release advertisements for domestic and foreign clients.
3)
Party B warrants that after the establishment of Guangzhou Meizheng, it will transfer its overall
concession rights under the Advertising Contract with GRG to Guangzhou Meizheng.
C:
2.
Cooperation Model and Procedure
To achieve
the ultimate objectives of cooperation, both parties agree to complete the project in four stages:
1)
Party A agrees to pay RMB697, 550 in advance for the purchasing of tablet devices; Party A provides
RMB2, 000,000 as start-up capital of the cooperation projects.
2)
Party A solely contributes to set up Guangzhou Meizheng Advertising Co., Ltd. with registered capital
RMB10,000,000.
3)
Guangzhou Meizheng and Party B, GRG shall enter into an agreement to transfer all Party B’s
rights and obligations under the Advertising Contract to Guangzhou Meizheng. Meanwhile, Party A and Party B shall enter into an
Equity Transfer Agreement which stipulates that Party A transfers 46% equity interest of Guangzhou Meizheng to Party B.
4)
After Guangzhou Meizheng obtain all the exclusivity on operating advertising business on GRG trails,
both parties, as shareholders of Guangzhou Meizheng, will increase the registered capital of Guangzhou Meizheng to RMB25 million
with equity ratio unchanged. The RMB15 million of the increased capital (monetary, physical or property rights) will be provided
by Party A.
III.
Operation Principals and Business Scope
1.
Name: Guangzhou Meizheng Advertising Co., Ltd.
2.
Address: Guangzhou, Guangdong Province
3.
Registered Capital: RMB10 million, then increase to RMB 25 million;
4.
Type of Organization: Limited Liability Company
IV.
Rights and Obligations of both Parties
1.
Rights of Both Parties
a)
Right to information during establishing of Guangzhou Meizheng;
b)
Right to sign the relevant legal documentation;
c)
Audit expense during establishment;
d)
As shareholders, require Guangzhou Meizheng to provide investment certificates;
e)
Enjoy rights and undertake obligations as shareholders.
2.
Obligations of Both Parties
a)
Apply to establish Guangzhou Meizheng;
b)
Prepare relevant legal documentation;
c)
Party A shall contribute capital, transfer ownership and increase capital as scheduled;
d)
In case of one party fails to fulfill its obligation, then fail to remedy after 15 days of receiving
written notice from its counterpart, the observant party has the right to terminate this agreement and all damage and loss incurred
shall be paid by the default party.
V.
Term of Operation and Incorporation
1. Operating Period: 30 years;
2. After established, Guangzhou Meizheng
bears the expense of establishing;
3. Party A shall not terminate or dissolve
Guangzhou Meizheng without legitimate reason before Party B is introduced as a shareholder;
C:
4. 6 months before the operating period
expires, shareholders will negotiate extension or liquidation.
VI.
Statement and Warranty
1. Good Standing of Party A
2. Good Standing of Party B
3. Party B lawfully obtained the exclusive
operating right;
4. All the document provided to the SAIC,
SAT and each other are true, accurate and valid.
VII.
Rights and Obligations of Shareholders
1.
Rights of Shareholders
a)
Dividend;
b)
Vote;
c)
Appoint director and supervisor;
d)
Right to information and inquiry;
e)
Annual audit
f)
Increase capital;
g)
Investment return after liquidation
h)
Amend Article of Association
i)
Other right stipulated by law, regulation and Article of Association.
2.
Obligations of Shareholders
a)
Capital contribution;
b)
No surreptitious withdrawing the contributed capital
c)
Assumption of debts
d)
Undertake the liability of breaching in case of fail to contribute capital as scheduled;
e)
Follow Article of Association
f)
No abusing shareholder rights
g)
Other obligations stipulated by law, regulation and Article of Association
VIII.
Constrained Activities
1. That shareholder of Guangzhou Meizheng
exercise its voting right shall not result a decision in harmful way towards neither the interest of the company nor the interest
of other shareholders.
2. Shareholder is obligated to perform
its fiduciary duty and shall not utilize approaches such as Corporate Restructure to harm the interest of the company or the interest
of other shareholders.
3. The important decisions shall be made
in accordance with the Article of Association and by Board of Directors or Shareholder Committee; Shareholder shall not interfere
directly or indirectly to company’s decision or its daily operation.
4. Guangzhou Meizheng is an independent
legal entity and assumes its own liabilities and risks.
5. Shareholders shall respect the financial
independence of Guangzhou Meizheng, and shall not interfere directly or indirectly to its accounting activities.
6. Shareholder shall be held liable for
the damage and loss actual incurred in case of violation of this clause is made.
C:
IX.
Corporate Governance Arrangement of Guangzhou Meizheng
1.
Shareholders’ committee is the highest authority of Guangzhou Meizheng. Guangzhou Meizheng
will have a board of directors as the policy-making body. The board consists of five members with three appointed by Party A, two
appointed by Party B, and the chairman will be appointed by Party A.
2.
Guangzhou Meizheng shall have a supervisor appointed by Party B.
X.
Finance, Accounting System of Guangzhou Meizheng
XI.
Notice and Service
XII.
Amendment and Termination of Agreement
This agreement may be amended or terminated
only by mutual consent in writing between both parties.
During the performance of this
Agreement, any dispute between the parties shall be resolved through negotiation; in case such negotiation fails, either party
may bring a suit to the people's court at where this Agreement is signed.
This agreement is signed in Dongcheng
district, Beijing, China.
XVI.
Validity of Agreement
XVII.
Miscellaneous
In case of conflict between content in
this agreement and the Article of Association, the Article of Association prevails.