UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
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Commission File Number: 001-33765
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AIRNET TECHNOLOGY INC.
15/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AIRNET TECHNOLOGY INC. | |||
| By: |
/s/ Herman Man Guo |
||
| Name: | Herman Man Guo | ||
| Title: | Chairman and Chief Executive Officer | ||
Date: November 8, 2019
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 99.2 | English translation of the Supplementary Agreement to Equity Transfer Agreement between Beijing Linghang Shengshi Advertising Co., Ltd., Guo Man, Xu Qing and Jiangsu Hongzhou Investment Co., Ltd. on AirMedia Group Co., Ltd. dated October 30, 2019 |
Exhibit 99.1
AirNet updates on the sales of 20.32% of its Advertising Business
BEIJING, November 8, 2019 /PRNewswire/ -- AirNet Technology Inc., formerly known as AirMedia Group Inc. ("AirNet" or the "Company") (Nasdaq: ANTE), an in-flight solution provider on connectivity, entertainment, and digital multimedia in China, today announced that Beijing Linghang Shengshi Advertising Co., Ltd., one of the variable interest entities of the Company, Mr. Herman Guo, the Chairman and CEO of the Company, and Mr. Qing Xu, the director and executive president of the Company (together, the "Sellers") and Jiangsu Hongzhou Investment Co., Ltd., an independent third party (the "Buyer") have recently entered into a supplementary agreement (the “Supplementary Agreement”) to the equity transfer agreement on the sale of the 20.32% equity interest of Airmedia Group Co., Ltd. (the "AM Advertising" or the "Target"), which was previously announced by the Company on November 6, 2018.
The Supplementary Agreement was entered into on the outstanding amount of RMB380 million out of the total consideration of RMB580 million that has not been paid by the Buyer. Under the Supplementary Agreement, Buyer shall cause the RMB60 million out of the total outstanding amount of RMB380 million to be paid. Furthermore, after the Target shall be successfully listed, the remaining consideration of RMB320 million shall be paid in a lump sum within 90 business days after the lock-up on the equity held by the Buyer in the Target is lifted, on the condition that the stock value held by the Buyer in the Target shall not be less than RMB1.524 billion (i.e. the valuation of the Target is not less than RMB7.5 billion) when the lock-up on the equity held by the Buyer in the Target is lifted.
The foregoing summary descriptions of the Supplementary Agreement does not purport to be complete, and is qualified in its entirely by the Supplementary Agreement, a copy of which will be filed as an exhibit to the Form 6-K to be filed by the Company.
About AirNet Technology Inc.
Incorporated in 2007 and headquartered in Beijing, China, and formerly known as AirMedia Group Inc, AirNet (Nasdaq: ANTE) provides in-flight solutions to connectivity, entertainment and digital multimedia in China. Collaborating with our partners, AirNet empowers Chinese airlines with seamlessly immersive Internet connections through a network of satellites and land-based beacons, provides airline travelers with interactive entertainment and a coverage of breaking news, and furnishes corporate clients with advertisements tailored to the perceptions of the travelers. For more information, please visit us at http://ir.ihangmei.com
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's business strategies and initiatives as well as the Company's business plans; the Company's future business development, results of operations and financial condition; expected changes in the Company's revenue and certain cost or expense items; trends and competition in China; general economic and business conditions in China; and other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
Yan Liu
Director, Investor Relations
AirNet Technology Inc.
Tel: +86-10-8460-8678
Email: ir@ihangmei.com
Exhibit 99.2
Supplementary Agreement to Equity Transfer Agreement
Between
Beijing Linghang Shengshi Advertising Co., Ltd.
Guo Man
Xu Qing
and
Jiangsu Hongzhou Investment Co., Ltd.
on
AirMedia Group Co., Ltd.
October 30, 2019
Party A (Transferor)
Party A1:
Beijing Linghang Shengshi Advertising Co., Ltd.
Unified Social Credit Code: [xxx]
Registered Address: [xxx]
Party A2:
Guo Man
ID No.: [xxx]
Domicile: [xxx]
Party A3:
Xu Qing
ID No.: [xxx]
Domicile: [xxx]
Party B (Transferee):
Jiangsu Hongzhou Investment Co., Ltd.
Unified Social Credit Code: [xxx]
Registered Address: [xxx]
Party A1, Party A2 and Party A3 hereinafter are collectively referred to as "Party A".
Party A and
Party B hereinafter are collectively referred to as the "Parties", and individually as "Party".
Whereas:
| 1. | AirMedia Group Co., Ltd. (hereinafter referred to as "AirMedia Group" or "Target Company") is a limited liability company registered and founded in China, with the unified social credit code of [xxx] and the registered address of[xxx]; |
| 2. | The Parties entered into the Equity Transfer Agreement concerning 20.32% of equity in AirMedia Group on November 1, 2018. |
| 3. | It is agreed in the Equity Transfer Agreement that the Target Company or its related party shall be listed/restructured within one year (365 days) after the execution of the Equity Transfer Agreement and submit the materials to the securities regulatory department for approval. If the Target Company or its related party is listed/restructured and approved by the securities regulatory department within half a year (180 days) after the submission for approval, Party B shall pay Party A or its designated account the remaining RMB380 million (in words: CNY Three Hundred and Eighty million) within three (3) business days upon the approval by the securities regulatory department. |
Now therefore, the Parties, in accordance with the Company Law of the People’s Republic of China and other relevant laws, regulations and rules, through friendly negotiation based on the principles of voluntariness, fairness and good faith, enter into this Agreement as follows cornering the payment of the aforementioned RMB380 million:
| 1. | Party B has entrusted Beijing Hengmei Shiyuan Advertising Co., Ltd. to pay RMB60 million (in words: CNY Sixty million) to Party A's designated bank account (Account Name: Beijing Linghang Shengshi Advertising Co., Ltd.; Account No.:[xxx]; Bank Name: [xxx]). Subsequently, this entrusted payment will be compensated by Party B to Beijing Hengmei Shiyuan Advertising Co., Ltd. As of the execution date of this Supplementary Agreement, Party B shall be entitled to all rights and interests to the equity it holds in AirMedia Group and may transfer such equity with the earnings shared with Party A appropriately through negotiation. |
| 2. | Payment terms of the remaining RMB320 million: the AirMedia Group shall be successfully listed, and when the lock-up on the listed company's stock corresponding to the equity held by Party B in AirMedia Group is lifted, such stock value shall not be less than RMB1.524 billion (i.e. the evaluation of AirMedia Group is not less than RMB7.5 billion when the lock-up on the equity held by Party B is lifted), and Party B shall, within 90 business days after the lock-up is lifted, make a lump-sum payment to Party A or its designated account the remaining RMB320 million (in words: CNY Three Hundred and Twenty million) in full. |
| 3. | This Agreement is supplementary to the Equity Transfer Agreement entered into by and between the Parties on November 1, 2018, and anything not agreed hereunder shall be subject to the original agreement. This Agreement is made in quadruplicate (4), three (3) for Party A and one (1) for Party B. Each has the same legal effect. |
(This page is intentionally left blank. It is the signature and seal page of the Supplementary Agreement to the Equity Transfer Agreement of AirMedia Group Co., Ltd.)
Party A1: Beijing Linghang Shengshi Advertising Co., Ltd.
Company seal: /s/ Beijing Linghang Shengshi Advertising Co., Ltd.
Date: October 30, 2019
(This page is intentionally left blank. It is the signature and seal page of the Supplementary Agreement to the Equity Transfer Agreement of AirMedia Group Co., Ltd.)
Party A2: Guo Man
/s/ Guo Man
Date: October 30, 2019
(This page is intentionally left blank. It is the signature and seal page of the Supplementary Agreement to the Equity Transfer Agreement of AirMedia Group Co., Ltd.)
Party A3: Xu Qing
/s/ Xu Qing
Date: October 30, 2019
(This page is intentionally left blank. It is the signature and seal page of the Supplementary Agreement to the Equity Transfer Agreement of AirMedia Group Co., Ltd.)
Party B
Jiangsu Hongzhou Investment Co., Ltd.
Company seal: /s/ Jiangsu Hongzhou Co., Ltd.
Date: October 30, 2019