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Airnet Technology Inc. – ‘20-F’ for 12/31/15 – ‘EX-4.43’

On:  Monday, 5/16/16, at 4:20pm ET   ·   For:  12/31/15   ·   Accession #:  1144204-16-102621   ·   File #:  1-33765

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

 5/16/16  Airnet Technology Inc.            20-F       12/31/15  149:12M                                    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   1.38M 
 2: EX-4.39     Instrument Defining the Rights of Security Holders  HTML    140K 
 3: EX-4.40     Instrument Defining the Rights of Security Holders  HTML     55K 
 4: EX-4.41     Instrument Defining the Rights of Security Holders  HTML     66K 
 5: EX-4.42     Instrument Defining the Rights of Security Holders  HTML     53K 
 6: EX-4.43     Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.44     Instrument Defining the Rights of Security Holders  HTML    143K 
 8: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     78K 
 9: EX-4.46     Instrument Defining the Rights of Security Holders  HTML     48K 
10: EX-4.47     Instrument Defining the Rights of Security Holders  HTML    183K 
11: EX-4.48     Instrument Defining the Rights of Security Holders  HTML     45K 
12: EX-4.49     Instrument Defining the Rights of Security Holders  HTML     44K 
13: EX-4.50     Instrument Defining the Rights of Security Holders  HTML     45K 
14: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     41K 
17: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     40K 
18: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     40K 
15: EX-12.1     Statement re: Computation of Ratios                 HTML     44K 
16: EX-12.2     Statement re: Computation of Ratios                 HTML     44K 
19: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     40K 
20: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     41K 
21: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     39K 
28: R1          Document and Entity Information                     HTML     63K 
29: R2          Consolidated Balance Sheets                         HTML    175K 
30: R3          Consolidated Balance Sheets (Parenthetical)         HTML     81K 
31: R4          Consolidated Statements of Operations               HTML    154K 
32: R5          Consolidated Statements of Operations               HTML     48K 
                (Parenthetical)                                                  
33: R6          Consolidated Statements of Comprehensive (Loss)     HTML     57K 
                Income                                                           
34: R7          Consolidated Statements of Comprehensive (Loss)     HTML     42K 
                Income (Parenthetical)                                           
35: R8          Consolidated Statements of Changes in Equity        HTML     97K 
36: R9          Consolidated Statements of Cash Flows               HTML    208K 
37: R10         Consolidated Statements of Cash Flows               HTML     49K 
                (Parenthetical)                                                  
38: R11         Organization and Principal Activities               HTML    146K 
39: R12         Summary of Significant Accounting Policies          HTML    112K 
40: R13         Discontinued Operations                             HTML    115K 
41: R14         Segment Information and Revenue Analysis            HTML     56K 
42: R15         Short-Term Investments                              HTML     42K 
43: R16         Long-Term Investments                               HTML     80K 
44: R17         Accounts Receivable, Net                            HTML     70K 
45: R18         Other Current Assets                                HTML     53K 
46: R19         Consideration Receivable                            HTML     41K 
47: R20         Assets Held for Sale                                HTML     42K 
48: R21         Other Non-Current Assets                            HTML     52K 
49: R22         Long-Term Deposits                                  HTML     46K 
50: R23         Acquired Intangible Assets, Net                     HTML     68K 
51: R24         Property and Equipment, Net                         HTML     52K 
52: R25         Prepaid Equipment Cost                              HTML     43K 
53: R26         Accrued Expenses and Other Current Liabilities      HTML     48K 
54: R27         Short-Term Loan                                     HTML     44K 
55: R28         Income Taxes                                        HTML    129K 
56: R29         Net (Loss) Income Per Share                         HTML     70K 
57: R30         Share Based Payments                                HTML    101K 
58: R31         Fair Value Measurement                              HTML     47K 
59: R32         Share Repurchase Plan                               HTML     43K 
60: R33         Mainland China Contribution Plan                    HTML     44K 
61: R34         Statutory Reserves                                  HTML     43K 
62: R35         Restricted Net Assets                               HTML     43K 
63: R36         Commitments                                         HTML     55K 
64: R37         Contingent Liabilities                              HTML     55K 
65: R38         Related Party Transactions                          HTML    124K 
66: R39         Subsequent Events                                   HTML     42K 
67: R40         Additional Information-Financial Statement          HTML    263K 
                Schedule I Financial Information of Parent Company               
68: R41         Summary of Significant Accounting Policies          HTML    196K 
                (Policies)                                                       
69: R42         Organization and Principal Activities (Tables)      HTML    123K 
70: R43         Summary of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
71: R44         Discontinued Operations (Tables)                    HTML    110K 
72: R45         Segment Information and Revenue Analysis (Tables)   HTML     49K 
73: R46         Long-Term Investments (Tables)                      HTML     78K 
74: R47         Accounts Receivable, Net (Tables)                   HTML     68K 
75: R48         Other Current Assets (Tables)                       HTML     52K 
76: R49         Other Non-Current Assets (Tables)                   HTML     50K 
77: R50         Long-Term Deposits (Tables)                         HTML     45K 
78: R51         Acquired Intangible Assets, Net (Tables)            HTML     66K 
79: R52         Property and Equipment, Net (Tables)                HTML     50K 
80: R53         Accrued Expenses and Other Current Liabilities      HTML     47K 
                (Tables)                                                         
81: R54         Income Taxes (Tables)                               HTML    110K 
82: R55         Net (Loss) Income Per Share (Tables)                HTML     68K 
83: R56         Share Based Payments (Tables)                       HTML     71K 
84: R57         Commitments (Tables)                                HTML     49K 
85: R58         Related Party Transactions (Tables)                 HTML    121K 
86: R59         Additional Information-Financial Statement          HTML    220K 
                Schedule I Financial Information of Parent Company               
                (Tables)                                                         
87: R60         Organization and Principal Activities (Narrative)   HTML     68K 
                (Details)                                                        
88: R61         Organization and Principal Activities (Schedule of  HTML    108K 
                Companies Subsidiaries and VIE's) (Details)                      
89: R62         Organization and Principal Activities (Schedule of  HTML     57K 
                VIE's Consolidated Balance Sheets) (Details)                     
90: R63         Organization and Principal Activities (Schedule of  HTML     64K 
                VIE's Consolidated Statement of Operations)                      
                (Details)                                                        
91: R64         Summary of Significant Accounting Policies          HTML     68K 
                (Narrative) (Details)                                            
92: R65         Summary of Significant Accounting Policies          HTML     60K 
                (Schedule of Estimated Useful Lives of Property                  
                and Equipment) (Details)                                         
93: R66         Summary of Significant Accounting Policies          HTML     56K 
                (Schedule of Estimated Economic Lives of                         
                Intangible Assets) (Details)                                     
94: R67         Discontinued Operations (Narrative) (Details)       HTML     80K 
95: R68         Discontinued Operations (Schedule of Carrying       HTML    130K 
                amounts of assets and liabilities disposed)                      
                (Details)                                                        
96: R69         Discontinued Operations (Schedule of result of      HTML     76K 
                operations of the Target Businesses) (Details)                   
97: R70         Discontinued Operations (Schedule of outstanding    HTML     58K 
                balances with the Group's related parties)                       
                (Details)                                                        
98: R71         Discontinued Operations (Schedule of related party  HTML     57K 
                transactions) (Details)                                          
99: R72         Segment Information and Revenue Analysis (Details)  HTML     48K 
100: R73         Short-Term Investments (Details)                    HTML     52K  
101: R74         Long-Term Investments (Narrative) (Details)         HTML    196K  
102: R75         Long-Term Investments (Schedule of Equity Method    HTML     77K  
                Investments) (Details)                                           
103: R76         Long-Term Investments (Schedule of Equity Method    HTML     63K  
                Investee) (Details)                                              
104: R77         Accounts Receivable, Net (Schedule of Accounts      HTML     53K  
                Receivable, Net) (Details)                                       
105: R78         Accounts Receivable, Net (Schedule of Allowance     HTML     49K  
                for Doubtful Accounts) (Details)                                 
106: R79         Other Current Assets (Details)                      HTML     66K  
107: R80         Other Current Assets (Details) (Parenthetical)      HTML     56K  
108: R81         Consideration Receivable (Narrative) (Details)      HTML     44K  
109: R82         Assets Held for Sale (Narrative) (Details)          HTML     48K  
110: R83         Other Non-Current Assets (Details)                  HTML     51K  
111: R84         Long-Term Deposits (Details)                        HTML     51K  
112: R85         Acquired Intangible Assets, Net (Details)           HTML     80K  
113: R86         Property and Equipment, Net (Details)               HTML     66K  
114: R87         Prepaid Equipment Cost (Details)                    HTML     59K  
115: R88         Accrued Expenses and Other Current Liabilities      HTML     57K  
                (Details)                                                        
116: R89         Short-Term Loan (Narrative) (Details)               HTML     52K  
117: R90         Income Taxes (Narrative) (Details)                  HTML     60K  
118: R91         Income Taxes (Schedule of Income Tax                HTML     49K  
                (Expenses)/Benefits) (Details)                                   
119: R92         Income Taxes (Schedule of Deferred Income Tax       HTML     77K  
                Assets and Liabilities) (Details)                                
120: R93         Income Taxes (Schedule of Reconciliation of         HTML     73K  
                Effective Income Tax Rate) (Details)                             
121: R94         Income Taxes (Schedule of VIE's Net Loss Per Share  HTML     49K  
                Amounts) (Details)                                               
122: R95         Net (Loss) Income Per Share (Details)               HTML     88K  
123: R96         Net (Loss) Income Per Share (Details)               HTML     42K  
                (Parenthetical)                                                  
124: R97         Share Based Payments (Narrative) (Details)          HTML    230K  
125: R98         Share Based Payments (Schedule of Stock Option      HTML    105K  
                Activities) (Details)                                            
126: R99         Share Based Payments (Schedule of Stock Option      HTML     53K  
                Assumptions) (Details)                                           
127: R100        Fair Value Measurement (Details)                    HTML     46K  
128: R101        Share Repurchase Plan (Details)                     HTML     57K  
129: R102        Mainland China Contribution Plan (Details)          HTML     41K  
130: R103        Statutory Reserves (Details)                        HTML     40K  
131: R104        Restricted Net Assets (Details)                     HTML     44K  
132: R105        Commitments (Narrative) (Details)                   HTML     50K  
133: R106        Commitments (Schedule of Future Minimum Rental      HTML     49K  
                Lease Payments) (Details)                                        
134: R107        Commitments (Schedule of Future Minimum Concession  HTML     57K  
                Fee Payments) (Details)                                          
135: R108        Contingent Liabilities (Details)                    HTML     41K  
136: R109        Related Party Transactions (Schedule of Amount Due  HTML     61K  
                from Related Parties) (Details)                                  
137: R110        Related Party Transactions (Schedule of Amount Due  HTML     49K  
                from a Related Party) (Details)                                  
138: R111        Related Party Transactions (Schedule of Revenues    HTML     55K  
                and Purchases) (Details)                                         
139: R112        Related Party Transactions (Schedule of Equity      HTML     63K  
                Transaction with Related Party) (Details)                        
140: R113        Related Party Transactions (Narrative) (Details)    HTML     51K  
141: R114        Additional Information-Financial Statement          HTML    100K  
                (Schedule of Parent Company Balance Sheets)                      
                (Details)                                                        
142: R115        Additional Information-Financial Statement          HTML     53K  
                (Schedule of Parent Company Balance Sheets)                      
                (Details) (Parenthetical)                                        
143: R116        Additional Information-Financial Statement          HTML     54K  
                (Schedule of Parent Company Statements of                        
                Operations) (Details)                                            
144: R117        Additional Information-Financial Statement          HTML     54K  
                (Schedule of Parent Company Statements of                        
                Comprehensive (Loss)/Income) (Details)                           
145: R118        Additional Information-Financial Statement          HTML    133K  
                (Schedule of Parent Company Statements of Changes                
                in Equity) (Details)                                             
146: R119        Additional Information-Financial Statement          HTML     91K  
                (Schedule of Parent Company Statements of Cash                   
                Flows) (Details)                                                 
148: XML         IDEA XML File -- Filing Summary                      XML    265K  
147: EXCEL       IDEA Workbook of Financial Reports                  XLSX    167K  
22: EX-101.INS  XBRL Instance -- amcn-20151231                       XML   3.84M 
24: EX-101.CAL  XBRL Calculations -- amcn-20151231_cal               XML    350K 
25: EX-101.DEF  XBRL Definitions -- amcn-20151231_def                XML   1.08M 
26: EX-101.LAB  XBRL Labels -- amcn-20151231_lab                     XML   2.06M 
27: EX-101.PRE  XBRL Presentations -- amcn-20151231_pre              XML   1.55M 
23: EX-101.SCH  XBRL Schema -- amcn-20151231                         XSD    364K 
149: ZIP         XBRL Zipped Folder -- 0001144204-16-102621-xbrl      Zip    293K  


‘EX-4.43’   —   Instrument Defining the Rights of Security Holders


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



 

Exhibit 4.43

 

Technology Support and Service Agreement

 

This Technology Support and Service Agreement (the “Agreement”) is entered into by and between the following Parties on June 5, 2015 in Beijing, People’s Republic of China (“China”):

 

Party A: AirMedia Technology (Beijing) Co., Ltd.

 

Party B: AirMedia Online Network Technology Co., Ltd.

 

WHEREAS,

 

(1) Party A is a wholly foreign-owned enterprise incorporated in accordance with laws with strong technology development and technology support capacity and ample experiences in respect of technology support and services;

 

(2) Party B requires a professional technology company to provide technology support and services in the course of its operation and management.

 

(3) Both parties agree to execute the abovementioned Technology Support and Service Agreement to further define their respective rights and obligations.

 

NOW, THEREFORE, Party A and Party B, through friendly negotiation and abiding by the principle of equality and mutual benefit, hereby agree as follows:

 

1Technology Support and Services

 

1.1Subject to the terms and conditions hereof, Party A agrees to provide technology support and services to Party B and Party B agrees to accept the technology support and services provided by Party A. The contents of technology support and services are as follows:

 

1)Perform research and development on related technologies according to Party B’s business needs;

 

2)As requested by Party B from time to time, make related investigations and collect relevant data and materials concerning Party B’s technology problems and needs during its business operations; provide the investigation findings and reports within the time limit required by Party B;

 

3)Provide Party B with (including, but not limited to) the technology design, schemes, drawings, data, parameters, standards, programs, and results, reports, materials and data of the same type technology research in connection with Party B’s technology problems during operation;

 

4)Timely answer Party B’s technology inquiries and if necessary, assign personnel to solve technology problems on site;

 

5)Provide other related technology support and services for Party B according to the provisions of this Agreement.

 

 C: 

 

 

  

1.2Party B shall actively assist Party A in fulfilling the abovementioned services, including, but not limited to, providing related data, technology requirements, explanation, etc.

 

1.3The term of this Agreement shall be ten (10) years. Both parties agree that the term of this Agreement shall be renewed automatically for ten (10) years upon expiry, unless a party provides notice of termination to the other party at least twenty (20) days prior to the expiration of this Agreement.

 

2Exclusivity

 

Party A is the exclusive provider providing the technology support and services hereunder to Party B. Except with Party A’s prior written consent, Party B shall not accept identical or similar technology support and services provided by any third party.

 

3Intellectual Property Rights

 

Any and all intellectual property rights arising from the performance of this Agreement, including, but not limited to, copyright, patent right and technology know-how, shall belong to Party A, Party B shall not be entitled to any right except those as specified herein. Both parties agree that this article shall survive the change, cancellation or termination of this Agreement.

 

4Service Fee

 

Both parties agree that as a consideration for the technology support and services rendered by Party A to Party B under Article 1.1 herein, Party B shall pay Party A the service fee pursuant to the stipulation of this Agreement. The amount of service fee and method of payment are set forth in the annex hereto. This annex may be amended on the basis of implementation after negotiations between both parties.

 

5Confidentiality

 

This Agreement itself and all terms hereof are confidential information. Neither party shall disclose such information to any third party except its senior officers, directors, employees, agents and professional consultants relating to this project; unless the information about this document is disclosed to government, the public or shareholders in accordance with laws or this document is filed with related institution for record.

 

This article shall survive the change, cancellation or termination of this Agreement.

 

6Liabilities for Breach of Contract

 

Where either party fails to perform any of its obligations hereunder, or any of its representations or warranties hereunder is materially untrue or inaccurate, such party shall be deemed to have breached this Agreement and shall be held liable for all the losses thus incurred to the other party.

 

7Force Majeure

 

Should either party be prevented from performing this Agreement due to force majeure, the party prevented shall notify the other party by cable, fax or other electronic means without any delay and provide any written documentary evidence of such force majeure within fifteen (15) working days. Both parties may negotiate whether or not to terminate this Agreement or exempt part of the obligations under this Agreement or delay the performance of this Agreement depending on the effect of such event of force majeure upon the performance of this Agreement.

  

 C: 

 

 

 

8Entire Agreement

 

Both parties acknowledge that once this Agreement becomes effective, it constitutes the entire agreement and understanding between both parties with respect to the subject matter hereof and supersedes and replaces all prior oral and/or written agreements and understandings between both parties with respect to the subject matter hereof.

 

9Supplementary Provisions

 

9.1Any dispute arising from the performance of this Agreement shall be solved by both parties through friendly negotiation. If the dispute is not resolved, such dispute shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its arbitration rules. The venue of arbitration shall be in Beijing and the arbitral award shall be final.

 

9.2The annex attached hereto shall form an integral part of this Agreement and has the same effect as the remainder of this Agreement.

 

9.3This Agreement shall come into effect on the date of signing by both parties.

 

9.4This Agreement may be executed in Chinese in two (2) counterparts, each party shall hold one (1) counterpart.

  

[No text below]

 

 C: 

 

 

  

(Signature Page)

 

Party A: AirMedia Technology (Beijing) Co., Ltd.

 

Signature:/s/ Guo Man

 

Name: Guo Man

 

Title: Legal Representative

 

Common seal: AirMedia Technology (Beijing) Co., Ltd.

 

Party B: AirMedia Online Network Technology Co., Ltd.

 

Signature:/s/ Xu Qing

 

Name: Xu Qing

 

Title: Legal Representative

 

Common seal: AirMedia Online Network Technology Co., Ltd.

 

 C: 

 

 

  

Annex

 

Service Fee Calculation Standard

 

1Party A and Party B agree that Party B shall pay technology support and technology service fee to Party A according to the following requirements:

 

1)In the first month of each year (for the first year, this shall refer to the next month after the signing of this Agreement), Party A and Party B shall determine the annual service fee amount of the relevant year. The annual service fee amount confirmed by both parties shall be annexed to this Agreement respectively.

 

2)When determining the annual service fee amount, the parties may fully consider to adjust the technology service fee of the year based on factors, including, but not limited to the following:

 

a)The number of the employees to be assigned by Party A to render services for Party B and the qualification of these employees;

 

b)The time proposed for Party A’s employees to provide services;

 

c)The specific contents and value of the services rendered by Party A;

 

d)Whether use licenses are provided to Party B with respect to specific technologies (including patented and non-patented technologies) during the provision of technology support and technology services;

 

e)The correlation between Party A’s technology support and technology services and Party B’s operating income.

 

3)Party B shall pay the abovementioned annual service fee pro rata on a quarterly basis. Party B shall, within fifteen (15) working days prior to the end of each quarter, pay the service fee amount of the applicable quarter to the bank account designated by Party A.

 

2If Party A is of the opinion that the fee as set out in Article 1 of this Annex becomes inappropriate for the change of objective situation and needs to be adjusted, Party B shall, within seven (7) working days after receiving the written request about fee adjustment from Party A, negotiate with Party A actively and in good faith so as to determine the new billing standard or system.

  

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:5/16/16
For Period end:12/31/15NT 20-F
6/5/15
 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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