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 June 2013
Commission File Number: 001-33765
AIRMEDIA
GROUP INC.
17/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):
¨
SIGNATURE
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.
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AIRMEDIA GROUP INC.
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By:
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/s/ Herman Guo
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Name:
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Herman Guo
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Title:
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Chairman and Chief Executive Officer
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Date: June 27, 2013
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release Announcing 2013 Annual General Meeting
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99.2
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Notice of 2013 Annual General Meeting
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99.3
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Form of Proxy for Annual General Meeting for Holders of Ordinary Shares
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99.4
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Proxy Voting Card for ADS Holders
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3
Exhibit 99.1
AirMedia Group Inc. Announces Notice of 2013 Annual General Meeting
Beijing,
June 25, 2013
– AirMedia Group Inc. (“AirMedia” or the “Company”) (NASDAQ: AMCN), a leading operator of out-of-home advertising platforms in China targeting mid-to-high-end consumers, today announced that its 2013
annual general meeting (the “AGM”) will be held at 2:00 p.m. Beijing time (2:00 a.m. U.S. Eastern Time) on July 18, 2013 at the Company’s headquarters at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District,
Beijing 100027.
Only shareholders of record at the close of business on June 21, 2013 are entitled to receive notice and to vote at the
annual general meeting and any adjourned meeting. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares must act through the depositary of the Company’s
ADS program, JPMorgan Chase Bank N.A. Shareholders are cordially invited to attend the AGM.
Copies of the notice of the AGM, which sets forth
the resolutions to be submitted to shareholder approval at the meeting, and the Company’s annual report on Form 20-F, including its audited financial statements, for the fiscal year ended December 31, 2012, are available on AirMedia’s
investor relations website at http://ir.airmedia.net.cn.
About AirMedia Group Inc.
AirMedia Group Inc. (Nasdaq: AMCN) is a leading operator of out-of-home advertising platforms in China targeting mid-to-high-end consumers. AirMedia
operates the largest digital media network in China dedicated to air travel advertising. AirMedia operates digital frames in 33 major airports and digital TV screens in 33 major airports, including most of the 30 largest airports in China. In
addition, AirMedia sells advertisements on the routes operated by seven airlines, including the four largest airlines in China. In selected major airports, AirMedia also operates traditional media platforms, such as billboards and light boxes, and
other digital media, such as mega LED screens.
In addition, AirMedia has obtained exclusive contractual concession rights until the end of
2014 to develop and operate outdoor advertising platforms at Sinopec’s service stations located throughout China.
For more information
about AirMedia, please visit http://www.airmedia.net.cn.
Investor Contact:
Raymond Huang
Senior Director of Investor Relations
AirMedia Group Inc.
Tel: +86-10-8460-8678
Email: ir@airmedia.net.cn
Exhibit 99.2
AIRMEDIA GROUP INC.
(Incorporated in the Cayman Islands with limited
liability)
(NASDAQ Ticker: AMCN)
NOTICE OF
ANNUAL GENERAL MEETING
to Be Held on 18 July 2013
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“
AGM
”) of AirMedia Group Inc. (the “
Company
”)
will be held at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027 on 18 July 2013 at 2:00 p.m., local time, for the purpose of considering and, if thought fit, passing and approving the following resolutions:
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1.
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As a special resolution, THAT the Articles of Association of the Company currently in effect be amended by the insertion of a new Article 77A, immediately following
existing Article 77 and immediately preceding existing Article 78, as follows:
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“77A
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The Directors shall be subject to retirement by rotation as follows:
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(a)
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One-half of the Directors for the time being (or, if the total number of Directors is not a multiple of two, the number nearest to but not less than one-half) shall
retire from office and cease to be a Director at the Annual General Meeting held in 2013, and shall be eligible for re- election at such meeting, and any Director so re-elected shall serve a term of office which shall expire on 31 July 2015.
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(b)
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Every Director who does not retire by rotation at the Annual General Meeting held in 2013 shall serve a term of office which shall expire on 31 July 2014.
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(c)
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Any Director who is newly appointed shall serve a term of office which shall expire on the 31st day of July which is not less than one year nor more than two years
after the date of such appointment.
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(d)
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Upon the expiry of each Director’s term of office, he or she shall automatically retire and cease to be a Director, but shall be eligible for re-election by the
Board. Any Director who is so re-elected shall serve an additional term which shall expire on 31 July of the year which is 2 years after such re-election. There shall be no limit on the number of times which a Director may be re-elected or the
number of additional terms which any such Director may serve.
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(e)
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Any resolution of the Board to re-elect a Director upon his retirement by rotation pursuant to this Article 77A shall be passed:
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(i)
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by a majority of the Directors present at a meeting of the Board held at any time during the period of 2 months prior the relevant retirement date (provided always that
the retiring Director in question shall not be entitled to vote upon such resolution and shall be excluded for the purposes of determining whether such resolution has been passed by the requisite majority); or
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(ii)
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by way of a written resolution passed at any time during the period of 2 months prior the relevant retirement date, signed by all of the Directors other than the
retiring Director in question (provided that, for the avoidance of doubt, the signature of such retiring Director on such written resolution shall not be necessary for such written resolution to be valid and effective, but shall not invalidate such
written resolution).
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(f)
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For the avoidance of doubt, every Director shall be subject to retirement in accordance with this Article at least once every two years.”
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2.
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As an ordinary resolution, subject to Resolution 1 above being passed, THAT each of the following Directors shall retire from office and cease to be a Director at the
Annual General Meeting held in 2013, pursuant to Article 77A(a):
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3.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT XIANG Songzuo be re-elected to serve an additional term of office which shall expire
on 31 July 2015.
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4.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT DING Junjie be re-elected to serve an additional term of office which shall expire on
31 July 2015.
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5.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT XU Qing be re-elected to serve an additional term of office which shall expire on
31 July 2015.
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6.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT each of the following Directors shall serve a term of office which shall expire on
31 July 2014 pursuant to Article 77A(b), and upon the expiry of each such Director’s term of office, such Director shall be eligible for re-election by the Board in accordance with Article 77A(d):
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The Board
of Directors of the Company has fixed the close of business on 21 June 2013 as the record date (the “
Record Date
”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or
postponed meeting thereof.
Please refer to the proxy form, which is attached to and made a part of this notice. Holders of
record of the Company’s ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares
(“
ADSs
”) who wish to exercise their voting rights for the underlying shares must act through JPMorgan Chase Bank N.A., the depositary of the Company’s ADS program.
Holders of record of the Company’s ordinary shares as of the close of business on the Record Date are cordially invited to attend
the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 24 hours before the
time of the AGM to ensure your representation at such meeting.
Shareholders may obtain a copy of the Company’s
annual report, free of charge, from the Company’s website at http://ir.airmedia.net.cn, or by contacting Raymond Huang, Investor Relations Director, 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027,
People’s Republic of China, telephone: + 86 (10) 8460-8678, Fax: + 86 (10) 8460-8658, email: ir@airmedia.net.cn.
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By Order of the Board of Directors,
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Herman Man Guo
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Chairman and Chief Executive Officer
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Beijing, June 24, 2013
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Executive Office
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Registered Office
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17/F, Sky Plaza
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c/o Maples Corporate Services Limited
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No. 46 Dongzhimenwai Street
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PO Box 309, Ugland House
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Dongcheng District, Beijing 100027
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Grand Cayman, KY1-1104
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The People’s Republic of China
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Cayman Islands
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NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
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A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in
his/her stead.
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2.
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Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to
the AGM or the shareholder attends the AGM in person or executes a specific proxy.
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3.
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A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form
of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Ou Lv, or
send copies of the foregoing by facsimile to +86(10) 8460-8098, or send copies of the foregoing by email to lvou@airmedia.net.cn, in each case marked for the attention of Ou Lv, not later than 48 hours before the time for the holding of the AGM or
adjourned AGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.
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4.
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If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.
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5.
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A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and
therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or
more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.
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6.
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The quorum for the AGM is one or more shareholders present in person or by proxy representing at least one-third of all voting share capital of the Company.
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Exhibit 99.3
AIRMEDIA GROUP INC.
(the “
Company
”)
FORM OF PROXY FOR SHAREHOLDERS
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I/We
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Please Print Name(s)
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of
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Please Print Address(es)
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being (a) shareholder(s) of the Company with
shares respectively hereby appoint
or failing him/her
or failing him/her the duly appointed chairman of the AGM (the “
Chairman
”) as my/our proxy to vote for
me/us and on my/our behalf at the Annual General Meeting of the Company (the “AGM”) to be held on 18 July 2013 at 2:00 p.m., local time, at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027 and at
any adjournment of the AGM. My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the AGM as indicated below:
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Resolution
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For
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Against
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Abstain
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1. As a special resolution, THAT the Articles of Association of the Company
currently in effect be amended by the insertion of a new Article 77A, immediately following existing Article 77 and immediately preceding existing Article 78, as follows:
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“77A The Directors shall be subject to retirement by rotation as follows:
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(a) One-half of the Directors for the time being (or, if the total number of
Directors is not a multiple of two, the number nearest to but not less than one-half) shall retire from office and cease to be a Director at the Annual General Meeting held in 2013, and shall be eligible for re- election at such meeting, and any
Director so re-elected shall serve a term of office which shall expire on 31 July 2015.
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(b) Every Director who does not retire by rotation at the Annual General Meeting held in
2013 shall serve a term of office which shall expire on 31 July 2014.
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(c) Any Director who is newly appointed shall serve a term of office which shall
expire on the 31st day of July which is not less than one year nor more than two years after the date of such appointment.
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(d) Upon the expiry of each Director’s term of office, he or she shall
automatically retire and cease to be a Director, but shall be eligible for re-election by the Board. Any Director who is so re-elected shall serve an additional term which shall expire on 31 July of the year which is 2 years after such
re-election. There shall be no limit on the number of times which a Director may be re-elected or the number of additional terms which any such Director may serve.
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(e) Any resolution of the Board to re-elect a Director upon his retirement by
rotation pursuant to this Article 77A shall be passed:
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(i) by a majority of the Directors present at a meeting of the Board held at any
time during the period of 2 months prior the relevant retirement date (provided always that the retiring Director in question shall not be entitled to vote upon such resolution and shall be excluded for the purposes of determining whether such
resolution has been passed by the requisite majority); or
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(ii) by way of a written resolution passed at any time during the period of 2 months
prior the relevant retirement date, signed by all of the Directors other than the retiring Director in question (provided that, for the avoidance of doubt, the signature of such retiring Director on such written resolution shall not be necessary for
such written resolution to be valid and effective, but shall not invalidate such written resolution).
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(f) For the avoidance of doubt, every Director shall be subject to retirement in
accordance with this Article at least once every two years.”
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2. As an ordinary resolution, subject to Resolution 1 above being passed,
THAT each of the following Directors shall retire from office and cease to be a Director at the Annual General Meeting held in 2013, pursuant to Article 77A(a):
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(a) XIANG Songzuo
(b) DING
Junjie
(c) XU Qing
(d) XIA
Donglin
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3. As an ordinary resolution, subject to Resolutions 1 and 2 above being
passed, THAT XIANG Songzuo be re-elected to serve an additional term of office which shall expire on 31 July 2015.
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4. As an ordinary resolution, subject to Resolutions 1 and 2 above being
passed, THAT DING Junjie be re-elected to serve an additional term of office which shall expire on 31 July 2015.
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5. As an ordinary resolution, subject to Resolutions 1 and 2 above being
passed, THAT XU Qing be re- elected to serve an additional term of office which shall expire on 31 July 2015.
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6. As an ordinary resolution, subject to Resolutions 1 and 2 above being
passed, THAT each of the following Directors shall serve a term of office which shall expire on 31 July 2014 pursuant to Article 77A(b), and upon the expiry of each such Director’s term of office, such Director shall be eligible for
re-election by the Board in accordance with Article 77A(d):
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(a) GUO Herman Man
(b) FENG
James Zhonghua
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(c) SHAN Shichong
(d) YANG
Conor Chia-Hung
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Please indicate your voting preference by ticking, or inserting the number of shares to be voted for or
against or to abstain, the boxes above in respect of each resolution. If you do not complete this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM.
You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or
abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or
against or to abstain in respect of each resolution.
If you have appointed more than one proxy, please specify in the voting boxes above the
number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If
you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands.
If you have appointed
another proxy to vote on a show of hands in a separate form (in which case the proxy appointed in this form may not vote on a show of hands) please tick this box:
¨
In the case of joint holders the
senior holder (see note 4 below) should sign.
Please provide the names of all other
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.
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A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in
his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.
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2
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Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to
the AGM or the shareholder attends the AGM in person or completes and returns this form appointing a specific proxy.
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Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these
instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Ou Lv, or send copies
of the foregoing by facsimile to +86(10) 8460-8098, or send copies of the foregoing by email to lvou@airmedia.net.cn, in each case marked for the attention of Ou Lv, as soon as possible and in any event not later than 48 hours before the time for
holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.
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If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should
sign this form, but the names of all other joint holders should be stated on the form in the space provided.
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5
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If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.
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This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some
officer or attorney duly authorised for that purpose.
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Any alterations made to this form must be initialled by you.
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8
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A proxy may vote on a show of hands or on a poll.
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Exhibit 99.4
AIRMEDIA GROUP INC.
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES (“ADRs”)
REPRESENTING ORDINARY SHARES OF
AIRMEDIA GROUP INC.
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Please refer to the reverse side of this card for the
Resolutions to be voted at the Meeting.
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FOLD AND DETACH HERE
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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FOR
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AGAINST
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ABSTAIN
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Resolution 1
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¨
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¨
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¨
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Resolution 2 (d)
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¨
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¨
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¨
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Resolution 6 (a)
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¨
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¨
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¨
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Resolution 2 (a)
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¨
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¨
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¨
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Resolution 3
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¨
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¨
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¨
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Resolution 6 (b)
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¨
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¨
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¨
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Resolution 2 (b)
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¨
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¨
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¨
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Resolution 4
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¨
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¨
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¨
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Resolution 6 (c)
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¨
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¨
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¨
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Resolution 2 (c)
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¨
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¨
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¨
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Resolution 5
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¨
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¨
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¨
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Resolution 6 (d)
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¨
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¨
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¨
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Mark box at right if you wish to give a discretionary
proxy to a person designated by the Company.
PLEASE NOTE: Marking this box voids any
other
instructions indicated above.
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Address Change
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Mark box, sign and indicate changes/comments below:
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Sign Below
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Date:
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Please sign this Voting Instruction Card exactly as
your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a
majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
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1.
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As a special resolution, THAT the Articles of Association of the Company currently in effect be amended by the insertion of a new Article 77A, immediately following
existing Article 77 and immediately preceding existing Article 78.
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2.
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As an ordinary resolution, subject to Resolution 1 above being passed, THAT each of the following Directors shall retire from office and cease to be a Director at the
Annual General Meeting held in 2013, pursuant to Article 77A(a):
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3.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT XIANG Songzuo be re-elected to serve an additional term of office which shall expire
on 31 July 2015.
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4.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT DING Junjie be re-elected to serve an additional term of office which shall expire on
31 July 2015.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT XU Qing be re-elected to serve an additional term of office which shall expire on
31 July 2015.
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6.
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As an ordinary resolution, subject to Resolutions 1 and 2 above being passed, THAT each of the following Directors shall serve a term of office which shall expire on
31 July 2014 pursuant to Article 77A(b), and upon the expiry of each such Director’s term of office, such Director shall be eligible for re-election by the Board in accordance with Article 77A(d):
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AirMedia Group Inc.
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JPMorgan Chase Bank, N.A., Depositary
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P.O. Box 64506, St. Paul, MN 55164-0506
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Voting Instruction Card
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JPMorgan Chase Bank, N.A. (the “Depositary”) has received notice that the Annual General Meeting (the “Meeting”) of AirMedia Group Inc. (the “Company”) will be held at 2:00
p.m. (Beijing time), on Thursday, July 18, 2013 at 17/F, Sky Plaza, No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, for the purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your ADRs FOR or AGAINST or to ABSTAIN from voting on the
Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a
manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN from the Company’s Resolutions, or any of them, as the case may be. Alternatively, you may include instructions to
give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (Eastern Standard Time), July 16, 2013. Only the registered holders of
record as of the close of business on June 21, 2013, will be entitled to execute the attached Voting Instruction Card.
The signatory, a
registered holder of ADRs representing Ordinary Shares of the Company, of record on June 21, 2013, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares
of the Company represented by ADRs, in accordance with the instructions given at the Meeting.
NOTE: In order to have the aforesaid shares
voted, this Voting Instruction Card MUST be returned before 12:00 p.m. (Eastern Standard Time), on July 16, 2013.
For more information
regarding the Meeting, including the Notice of Meeting and Proxy Statement, please visit the Company’s website at http://ir.airmedia.net.cn/phoenix.zhtml?c=214947&p=irol-AGM.
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE
SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please see reverse side for Voting Instructions.