|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
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 |
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
Investment Agreement
among
Elec-Tech International Co., Ltd.,
Beijing AirMedia UC Advertising Co., Ltd.
and
Beijing Zhongshi Aoyou Advertising Co., Ltd.
This Agreement is executed by the following parties in Zhuhai on May 12th, 2013:
Investor:
Party A: Elec-Tech International Co., Ltd.
Address: No.1, Jinfeng Road, Tangjiawan County, Xiang Zhou Qu, Zhuhai, Guangdong, 519085
Legal Representative: Wang Donglei
The Original Shareholders:
Party B: Beijing AirMedia UC Advertising Co., Ltd.
Address: Room 130, Heping Road No.16, Yangsong County, Huairou District, Beijing, China, 101499
Legal Representative: Guo Man
Party C: Beijing Zhongshi Aoyou Advertising Co., Ltd.
Address: Room 2509, West Wing, 25th Floor, Guangqumenwai Street No.8, Chaoyang District, Beijng, China, 100022
Legal Representative: Feng Zhonghua
The Target Company:
Party D: Beijing Great View Advertising Co., Ltd.
Adress: No.10, Jiachuang Road, Opto-Mechatronics Industrial Base, Tongzhou Park, Zhongguancun Technology Park, Tongzhou District, Beijing, China, 101111
Legal Representative: Feng Zhonghua
Whereas, Beijing Great View Advertising Co., Ltd. (hereinafter referred to as the “Company” or the “Target Company”) is a company incorporated, in April 2009, and existing under the law of the People’s Republic of China with registered capital RMB50 million and currently the original shareholders are Party B, holding 78% of its registered capital, and Party C, holding 22% of its registered capital. Party B and Party C agree to introduce Party A as one of the investors of the Target Company and Party A agrees to invest RMB640 million into the Company and become a new shareholder.
| I. | Definition |
| II. | Investment Prerequisite |
| 2.1 | The Parties hereby acknowledge that the investment obligation of the Investor shall be based on the following conditions: |
C:
| 2.1.1 | The original shareholders and the Company have disclosed, in writing, to the Investor true, complete and full information of the Company in all material respects, including but not limited to the information concerning the assets, liabilities, equity, external guarantees etc; |
| 2.1.2 | During the transitional period, the Company does not go under any material adverse change; and without the written consent of the Investor, the Company or any of its holding subsidiaries shall not reach any joint venture, cooperation, partnership contract with the Company or its controlled subsidiaries as a party or directly set up wholly-owned sub-company, and there shall be no distribution of profits; |
| 2.1.3 | During the transitional period, the original shareholders shall not transfer part or all of their equity interest in the Company to a third party other than the shareholders of the Company; |
| 2.1.4 | During the transitional period, the Company, as an entity with continued operation, does not involve and shall not have any material illegal activities, and except the assets disposal or liabilities in the ordinary course of business, the company has not disposed of its material assets or set guarantees or assumed any significant debt (including contingent liabilities), otherwise, the Investor shall be promptly notified; |
| 2.1.5 | The original shareholders and the Company warrant the actual existence of the relevant Chinese Sinopec gas station advertising screen contracts, and their contractual rights and interests belong to the Company. |
| 2.2 | If the original shareholders or the Company breach the investment prerequisite terms of this Agreement, Party A is entitled to unilaterally terminate this Agreement and recover the investment funds and requires the original shareholders to bear joint and several liability. |
| III. | Investment Program |
| 3.1 | The Parties agree that the Investor invests into the Company RMB640 million in total (the "Investment") by installments and the first contribution shall be not less than 20% of the Investment, and acquires 21.27% of the equity interest in the Company in total. The latest date to complete the Investment shall be March 31, 2014. |
| 3.2 | Prior to the investment, the shareholding structure of the Company was: |
| 1) | Beijing AirMedia UC Advertising Co., Ltd. invested RMB39 million, holding 78% equity interest of the Target Company; |
| 2) | Beijing Zhongshi Aoyou Advertising Co., Ltd. invested RMB11 million, holding 22% equity interest of the Target Company. |
| 3.3 | After the Investment is completed, the shareholding structure of the Company will be: |
| 1) | Beijing AirMedia UC Advertising Co., Ltd. invested RMB39 million, holding 61.41% equity interest of the Target Company; |
| 2) | Beijing Zhongshi Aoyou Advertising Co., Ltd. invested RMB11 million, holding 17.32% equity interest of the Target Company; |
| 3) | Elec Co., Ltd. invested RMB13.51 million, holding 21.27% equity interest of the Target Company. |
| 3.4 | The Parties hereby agree, upon the satisfaction of the investment prerequisite under Section 2.1 of this Agreement, the Investor shall inject the Investment by installments to the bank account designated by the Company in accordance with Section 3.1 of this Agreement. |
C:
| 3.5 | The Parties hereby agree, the Investor’s obligation of contribution under this Agreement shall be deemed completed should the Investor have paid the Investment in accordance with Section 3.4 of this Agreement. |
| 3.6 | The original shareholders hereby warrant that the Investor's entire Investment shall be utilized for the sole purpose of purchasing LED screens from the Investor or its subsidiaries, and the purchase contracts shall be executed together with this Agreement, with the purchase price and the time of payment corresponding to the Investment and time of payment under this Agreement. The purchase price shall be paid to the Investor/supplier in ten (10) business days as of the completion of the capital verification of the Investment or in other term otherwise agreed by the Investor/supplier. |
| 3.7 | In the event that on or before June 30, 2014, the Company incurs operating losses, such losses shall be borne by the original shareholders, instead of the Party and for any earnings incurred, it shall be distributed to the original shareholders and the Investor in proportion to their respective ownership in the Company. From July 1, 2014 onward, the operating results shall be proportionately shared by the shareholders in accordance with their respective ownership in the Company. |
| 3.8 | In the event that any bad debt incurred prior to the date of registration of the first round Investment with the State Administration of Industry and Commerce that has been injected by the Investor according to the term as agreed under this Agreement shall be borne by the original shareholders. |
| IV. | Handling of the Relevant Formalities |
| V. | Corporate Governance |
| 5.1 | The original shareholders agree and warrant that after the investment is completed, the company's board of directors shall consist of five members, including two directors delegated by Party B, two directors delegated by Party C (one of which shall be nominated by Party B, and the other director shall be nominated by the Investor), and one director delegated by Party A, and the chairman of the board shall be one of directors appointed by Party B. |
| 5.2 | The original shareholders hereby agree that the following issues shall be approved by shareholders representing three-fourth or more of the voting rights: (1) to decide on the operational policy and investment plan of the company; (2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors; (3) to examine and approve reports of the board of directors; (4) to examine and approve reports of the board of supervisors or the supervisors; (5) to examine and approve the annual financial budget plan and final accounts plan of the company; (6) to examine and approve the company’s plans for profit distribution and for making up losses; (7) to adopt resolutions on the increase or reduction of the registered capital of the company; (8) to adopt resolutions on the issue of corporate bonds; (9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company; (10) to amend the articles of association of the company. |
C:
| 5.3 | The following issues shall be approved by two-third or more of the directors, which shall include the director assumed by the representative of the Investor: (1) to purchase significant assets (excluding equipment procurement), to dispose significant assets, to incur bank loans and to provide external guarantees; (2) to draw up the budget plan and final accounts plan, plans for the increase or reduction of the registered capital, plans for profit distribution, plans for the merger, division, dissolution and transformation of the company and plans for dissolution and liquidation of the company; (4) to decide on the operational plans and investment plans of the company; (5) to decide on the appointment or dismissal of the senior management (deputy general manager or above); (6) to execute, amend or terminate material contracts in excess of RMB 10 million, excluding the contracts concluded during the course of daily operation (including contracts on equipment procurement, sales of advertising and resources contracts). |
| 5.4 | Party A shall be entitled to appoint a deputy general manager to be in charge of the equipment management and understanding of the company’s entire operation; Party A shall be entitled to appoint a financial manager to be responsible for the overall understanding of the company's financial operations and significant expenditures (RMB1 million and above). |
| VI. | Notice and Service |
| VII. | Breach of Contract and Liabilities |
| VIII. | Amendment and Termination of the Contract |
| IX. | Disputes Settlement |
| 9.1 | The validity, interpretation and performance of this contract shall be governed by the laws of the People’s Republic of China. |
| 9.2 | Any dispute arising from or related to this contract shall be first resolved through friendly consultation. In case the dispute cannot be resolved through the foregoing measure, the dispute shall be submitted to the courts with jurisdiction at where the defendant located. |
| X. | Supplementary Provisions |
Party A: Elec-Tech International Co., Ltd.
Authorized representative: /s/ Elec-Tech International Co., Ltd.
Party B: Beijing AirMedia UC Advertising Co., Ltd.
Authorized representative: /s/ Beijing AirMedia UC Advertising Co., Ltd.
Party C Beijing Zhongshi Aoyou Advertising Co., Ltd.:
Authorized representative: /s/ Beijing Zhongshi Aoyou Advertising Co., Ltd.
Party D: Beijing GreatView Media Advertising Co., Ltd.
Authorized representative: /s/ Beijing GreatView Media Advertising Co., Ltd.
C:
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/1/14 | None on these Dates | |||
| 6/30/14 | ||||
| Filed on: | 4/25/14 | |||
| 3/31/14 | ||||
| For Period end: | 12/31/13 | |||
| List all Filings | ||||
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 |