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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 |
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
Exhibit 4.40
Supplement Agreement of Equity Interest Transfer
This Supplement Agreement of Equity Interest Transfer (the “Agreement”) is entered by the following Parties on November 30, 2015 in Beijing, PRC.
1. AirMedia Group Inc. (“AirMedia”) is an enterprise incorporated in accordance with Cayman law and listed in NASDAQ, Nasdaq symbol: AMCN.
2. AirMedia Technology (Beijing) Co., Ltd. (the “AirMedia Technology”) is an enterprise incorporated in accordance with the laws of PRC, with business license number 110000410272072, the registered address is Room 3088, Building 1, No. 2 of Hengfu Zhongjie, Science Town, Fengtai District, Beijing, the legal representative is Guo Man.
3. Beijing AirMedia Shengshi Advertising Co., Ltd. (the “AirMedia Shengshi”) is an enterprise incorporated in accordance with the laws of PRC with business license number 110104002566818, the registered address is 1-0361 F1, Building No. 22, Xuanwumen East Avenue, Xuanwu District, Beijing, the legal representative is Guo Man.
4. Guo Man, PRC citizen, ID number , address is .
5. Beijing Londe Wenchuang Investment Fund Management Company (the “Longde Wenchuang”) is an enterprise incorporated in accordance with the laws of PRC, with business license number 110101017080943, the registered address is No.11116, Building 37, Hepingli Ease Avenue No.11, Dongcheng District, Beijing, the legal representative is Xing Hongwang.
6. Beijing Cultural Center Construction and Development Fund (Limited Partnership) (the “Cultural Center Fund”) is a limited partnership incorporated in accordance with PRC law, with business license number 110000019766089; the registered address is Room 801-19, Building 52, Jingyuan North Avenue, Beijing Economic and technical development district, Beijing, the managing partner is Beijing Cultural Center Construction and Development Fund Management Company.
Whereas:
| 1. | Air Media, AirMedia Technology, AirMedia Shengshi and Longde Wenchuang have entered into an Equity Interest Transfer Agreement dated June 15th 2015, agreeing that a fund established/ to-be established/appointed by the Longde Wenchuang (hereinafter referred to as “Longde Wenchuang Fund”), shall purchase 75% of the equity interest in AirMedia Advertising, held by AirMedia Technology, with its actual raised fund; also, Longde Wenchuang is entitled to transfer all rights and obligations of Longde Wenchuang Fund under the agreement to the special fund established or appointed by Longde Wenchuang, the transfer shall be effective from the date of notification to each party of the agreement. Currently, the Longde Wenchuang intends to transfer the corresponding rights and obligations of 46.43% of the equity interest in AirMedia Advertising (corresponding to registered capital of RMB 23,215,000.00 in AirMedia Advertising), purchased by Longde Wenchuang and Longde Wenchuang Fund under the Equity Interest Transfer Agreement, to Cultural Center Fund. |
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| 2. | As of September 30th 2015, AirMedia Advertising failed to fulfill part of the conditions precedent agreed set forth in Article 2.1.2 in Equity Interest Transfer Agreement. |
NOW, THEREFORE, Parties, through friendly negotiations, hereby agree in respect of transfer of the said equity and the modification and amendment of the provisions as follows:
1. Each party agrees that, from the date of this Agreement, Longde Wenchuang shall transfer the corresponding rights and obligations of 46.43% of the equity interest in AirMedia Advertising (corresponding to registered capital of RMB 23,215,000.00 in AirMedia Advertising), intended to be purchased by Longde Wenchuang and Longde Wenchuang Fund under the Equity Interest Transfer Agreement for a consideration of RMB 1,300,000,000.00, to Cultural Center Fund; Cultural Center Fund agrees to accept the above-mentioned rights and obligations, acts as a party of the Equity Interest Transfer Agreement and continues to enjoy relevant rights and undertake relevant obligations according to the Equity Interest Transfer Agreement and this supplementary agreement. After this transaction, Longde Wenchuang Fund shall hold 28.57% of the equity interest in AirMedia Advertising, while Cultural Center Fund shall hold 46.43% of the equity in AirMedia Advertising.
2. Warranties by AirMedia Shengshi
| 2.1 | The removal VIE structure of AirMedia Advertising (excluding equity held by Zhang Xiaoya) set forth in Article 5.2 of Equity Interest Transfer Agreement will be complete and be recognized by lawyer and financial consultant hired by Longde Wenchuang and Cultural Center Fund before November 15th 2015 and confirmed by the legal counsel and financial advisor engaged by Longde Wenchuang and Cultural Center Fund; the transfer of equity interest held by Zhang Xiaoya shall be completed on or before Dec. 31st, 2015 (i.e. Zhang Xiaoya will no longer be a shareholder of AirMedia Advertising). |
| 2.2 | On or before November 15th , 2015, the restructure of assets, equity interest and personnel according to Article 4.2, 4.3.2, 4.3.3, 4.3.4, 4.3.5 and 4.4 in the Equity Interest Transfer Agreement shall be completed, other non-target business scope and personnel shall be transferred to the other companies other than AirMedia Advertising, the LED screens, independent digital frames, tradition AD in airport (excluding airport TV system and cabinet scraper system) and traditional road boards, LED AD (excluding gas station and on-plane TV AD) inside all of the airports owned by AirMeida shall be placed into AirMedia Advertising, including all relevant media resources, client resources, personnel and trademarks, and keep the independent of assets, business, personnel and compensation after restructure, the aforementioned arrangement shall not include business disposed and business in loss in Transition Period according to Art. 4.1.2 and 4.1.3 in the Equity Interest Transfer Agreement. |
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| 2.3 | As of December 31st 2015, fixed assets net value and net cash flow (monetary fund balance net value of business receivables net value of business payables) of AirMedia Advertising shall not respectively be less than RMB 150,000,000.00 and RMB 350,000,000.00 (monetary fund balance shall not be less than RMB 150,000,000.00, the component of net value of business receivables and net value of business payables will be determined by management team), the audited net asset shall not be less than RMB 500,000,000.00; however, the asset set forth in Article 4.1.3 of Equity Interest Transfer Agreement shall not be re-audited. In the event that AirMedia Advertising cannot fulfill the aforementioned conditions, AirMedia Shengshi shall, by means of cash, make up the balance to AirMedia Advertising in order to make AirMedia Advertising to fulfill the said condition precedent. |
| 2.4 | As of December 31st 2015, all the receivables and payables among AirMedia Advertising, AirMedia and other affiliated parties Annex 4 of Equity Interest Transfer Agreement> shall be cleared, the balance is expected to be zero (the recognition of affiliated parties shall be rely on the opinion of accountant qualified in Securities dealings). In the event that AirMedia Advertising cannot fulfill the aforementioned conditions, AirMedia Shengshi shall, by means of cash, make up the balance to AirMedia Advertising in order to make AirMedia Advertising to fulfill the said condition precedent. |
| 2.5 | As of December 31st 2015, 75% equity of AirMedia Advertising will be transferred to Longde Wenchuang Fund and Cultural Center Fund, and the Industry and Commerce Registration formalities will be completed, unless the failure of completion of registration formalities is due to the Longde Wenchuang's reason. |
| 2.6 | AirMedia Advertising, AirMedia Shengshi and other shareholder confirm and undertake that AirMedia Advertising has no significant violation of laws, regulations and defaults, and will obey and comply with representation and warranties in Equity Interest Transfer Agreement and this Agreement. |
3. In the event that AirMedia Advertising fails to fulfill the any provision set forth in Article 2, AirMedia Shengshi shall compensate Longde Wenchuang Fund and Cultural Center Fund RMB 210,000,000.00 (this amount will be assigned according to the consideration ratio of Longde Wenchuang Fund and Cultural Center Fund).
4. AirMedia and AirMedia Technology shall take joint and several liability with AirMedia Shengshi for the obligations under this Agreement (including the obligations set forth in Article 2).
5. Guo Man agrees and guarantees that, from the date of official delisting and becoming a private company of AirMedia, he will take joint and several liability with AirMedia and AirMedia Technology for the obligations under <Equity Interest Transfer Agreement and this Agreement.
6. For the avoidance of doubt, AirMedia, AirMedia Technology, the Seller and Guo Man, as a party, of the Equity Interest Transfer Agreement shall not be exempted for breach of liabilities and compensation terms under Article 14 due to the execution of this Agreement. Any Party who breaches this Agreement shall take the liability under the Equity Interest Transfer Agreement and this Agreement.
7. This Agreement has the same fore with the Equity Interest Transfer Agreement, any conflict between this Agreement and the Equity Interest Transfer Agreement, this Agreement shall prevail; any unmentioned matters herein shall be governed by the Equity Interest Transfer Agreement.
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8. Any dispute arising from this agreement shall be settled by mutual negotiation; in the event no settlement can be reached between the two parties, the case under dispute shall be submitted to the CIETAC, the arbitration shall take place in Beijing, China. The arbitration award shall be final and binding upon the parties.
9. This Agreement shall come into force on the date of execution by parties.
10. The language of this Agreement is Chinese. This Agreement shall be provided in twenty two originals, with each party holding two originals and the rest for reporting and recording. All originals have the same legal force.
[No text below]
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
Company seal: /s/ AirMedia Group Inc. (Cayman)
/s/ Authorized Signatory Authorized Signatory
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
AirMedia Technology (Beijing) Co., Ltd.
Company seal: /s/ AirMedia Technology (Beijing) Co., Ltd.
/s/ Authorized Signatory Authorized Signatory
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
Beijing AirMedia Shengshi Advertising Co., Ltd.
Company seal: /s/ Beijing AirMedia Shengshi Advertising Co., Ltd.
/s/ Authorized Signatory
Authorized Signatory
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
/s/ Man Guo
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
Beijing Longde Wenchuang Investment Fund Management Co., Ltd.
Company seal: /s/ Beijing Longde Wenchuang Investment Fund Management Co., Ltd.
/s/ Authorized Signatory Authorized Signatory
C:
(Signature page to Supplement Agreement of the Equity Interest Transfer Agreement)
Beijing Cultural Center Construction and Development Fund
Company seal: /s/ Beijing Cultural Center Construction and Development Fund
/s/ Authorized Signatory Authorized Signatory
C:
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/16/16 | |||
| For Period end: | 12/31/15 | NT 20-F | ||
| 11/30/15 | ||||
| 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 |