British
Virgin Islands
|
|
Not
applicable
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
Title of Each Class of
Securities To Be Registered
|
Amount To
Be Registered
|
Proposed
Maximum
Aggregate Price Per
Security
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration Fee
|
||||||||||||
Ordinary
shares, par value $0.0001 per share, issuable on exercise
of public warrants(1)
|
10,464,400 | $ | 5.00 |
(2)
|
$ | 52,322,000.00 | $ | 3,730.56 | ||||||||
Ordinary
shares, par value $0.0001 per share(1)
|
2,983,488 | $ | 1.26 |
(3)
|
$ | 3,759,194.88 | $ | 268.03 | ||||||||
Insider
warrants, each exercisable for one ordinary share(1)
|
1,820,000 | $ | — | $ | — |
(4)
|
||||||||||
Ordinary
shares issuable on the exercise of insider warrants(1)
(2)
|
1,820,000 | $ | 1.26 |
(3)
|
$ | 2,293,200.00 | $ | 163.51 | ||||||||
Units
issuable on the exercise of the Unit Purchase Option
(“UPO”)
|
300,000 | $ | 10.00 | $ | 3,000,000.00 | $ | 213.90 | |||||||||
Ordinary
shares included as part of the units issuable on exercise of the UPO(1)
|
300,000 | — |
|
— |
|
(4)
|
||||||||||
Warrants
included as part of the units issuable on exercise of the UPO
(1)
|
300,000 | — |
|
— |
|
(4)
|
||||||||||
Ordinary
shares issuable on exercise of the underlying Warrants included as part of
the units issuable on exercise of the UPO
(1)
|
300,000 | $ | 7.50 | $ | 2,250,000.00 | $ | 160.42 | |||||||||
Total
|
$ | 63,624,394.88 | $ | 4,536.42 |
(1)
|
Pursuant
to Rule 416 of the General Rules and Regulations under the Securities Act
of 1933, as amended (the “Securities Act”), the registration statement
also registers a currently indeterminate number of additional shares of
our ordinary shares that may be issued to prevent dilution resulting from
share splits, share dividends, recapitalizations or other similar
transactions.
|
(2)
|
Pursuant
to Rule 457(g) under the Securities Act, the proposed maximum aggregate
price per security represents the exercise price of the
warrants.
|
(3)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act based upon the average high and low
prices of the ordinary shares, as reported on the OTC Bulletin Board on
December 28, 2009.
|
(4)
|
No
fee due pursuant to Rule 457(g) under the Exchange
Act.
|
•
|
8,044,400 are issuable upon
the exercise of outstanding warrants originally issued in an initial
public offering by Alyst Acquisition Corp. (“Alyst”), our immediate
predecessor, pursuant to a prospectus dated June 29, 2007 (the “public
warrants”);
|
•
|
1,820,000 are issuable upon
the exercise of outstanding insider warrants (the “insider warrants”)
issued by Alyst in a private placement to the original sponsors, officers
and directors of Alyst, and their respective affiliates, and subsequently
transferred to their current holders;
|
|
•
|
300,000 are issuable upon exercise of the units underlying the unit purchase option (the “UPO”), issued by Alyst to the representatives of the underwriters in Alyst’s initial public offering, each unit consisting of one ordinary share and one warrant to purchase one ordinary share, at an exercise price of $10.00 per unit; and | |
•
|
300,000 are issuable upon exercise of the warrants included as part of the units issuable on exercise of the UPO. |
|
•
|
1,820,000
outstanding insider warrants;
|
|
•
|
1,820,000
ordinary shares acquired upon exercise of the insider
warrants;
|
|
•
|
2,983,488
ordinary shares acquired or received in connection with the consummation
of our business combination with China Networks Media, Ltd., as described
herein;
|
|
•
|
300,000
warrants included as part of the units issuable on exercise of the
UPO;
|
|
•
|
300,000
ordinary shares included as part of the units issuable on exercise of the
UPO; and
|
|
•
|
300,000
ordinary shares underlying the warrants issued as part of the units
issuable on exercise of the UPO.
|
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
|
1
|
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
|
1
|
FORWARD-LOOKING
STATEMENTS
|
2
|
PROSPECTUS
SUMMARY
|
3
|
RISK
FACTORS
|
6
|
THE
OFFERING
|
17
|
MARKET
PRICE INFORMATION
|
17
|
USE
OF PROCEEDS
|
18
|
CAPITALIZATION
AND INDEBTEDNESS
|
18
|
DILUTION
|
19
|
DIVIDENDS
|
19
|
DESCRIPTION
OF BUSINESS
|
20
|
DIRECTORS
AND MANAGEMENT
|
32
|
SELLING
SHAREHOLDERS
|
38
|
DESCRIPTION
OF SECURITIES
|
42
|
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
|
47
|
PLAN
OF DISTRIBUTION
|
52
|
LEGAL
MATTERS
|
54
|
EXPERTS
|
54
|
DISCLOSURE
ON COMMISSION POSITION ON SECURITIES ACT LIABILITIES
|
54
|
Shares Offered by the
Company Upon Exercise of Outstanding Warrants
|
10,464,400
ordinary shares, par value $0.0001 per share, of
which:
|
|||
•
|
8,044,400 shares are issuable upon the exercise of outstanding public warrants originally issued in an initial public offering by Alyst pursuant to a prospectus dated June 29, 2007; | |||
•
|
1,820,000 shares are issuable upon the exercise of outstanding insider warrants originally issued in a private placement in connection with Alyst’s initial public offering; | |||
•
|
300,000 are issuable upon exercise of the units underlying the unit purchase option (the “UPO”), issued by Alyst to the representatives of the underwriters in Alyst’s initial public offering, each unit consisting of one ordinary share and one warrant to purchase one ordinary share, at an exercise price of $10.00 per unit; and | |||
•
|
300,000 are issuable upon exercise of the warrants included as part of the units issuable on exercise of the UPO. | |||
Securities
Offered for Resale by Selling Securityholders
|
1,820,000
outstanding insider warrants;
|
|||
300,000
warrants included as part of the units issuable on exercise of the UPO;
and
|
||||
5,403,488
ordinary shares, of which:
|
||||
·
|
1,820,000
shares are issuable upon exercise of the insider
warrants;
|
|||
·
|
2,983,488
shares were acquired or received in connection with the consummation of
the Business Combination;
|
|||
·
|
300,000
ordinary shares included as part of the units issuable on exercise of the
UPO; and
|
|||
·
|
300,000
ordinary shares underlying the warrants included as part of the units
issuable on exercise of the UPO.
|
|||
Warrant Exercise
Price
|
$5.00
per share, except for each warrant underlying the UPO which is $7.50 per
share. The insider warrants may be exercised on a cashless
basis if we call the warrants for redemption.
|
|||
Ordinary Shares Outstanding as
of December 28, 2009
|
12,927,888
ordinary shares.
|
|||
Ordinary Shares to be
Outstanding Assuming Exercise of All of the Outstanding Public and Insider
Warrants
|
23,392,288
ordinary shares.
|
|||
Use of
Proceeds
|
We
will receive up to an aggregate of $54,572,000 from the exercise of the
public warrants, insider warrants, UPO and warrants underlying the UPO, if
they are exercised in full and no warrants are exercised on a cashless
basis. We expect that any net proceeds from the exercise of
these securities will be used for general corporate
purposes. We will not receive any proceeds from the resale of
any of the securities covered by this prospectus.
|
|||
OTC
Bulletin Board Trading Symbols:
|
||||
Ordinary
Shares
|
CNWHF.OB.
|
|||
Warrants
|
CHNWF.OB.
|
|
·
|
radio,
|
|
·
|
newspapers,
|
|
·
|
magazines,
|
|
·
|
the
Internet,
|
|
·
|
indoor
or outdoor flat panel displays,
|
|
·
|
billboards
and
|
|
·
|
public
transport advertising.
|
|
·
|
the
desirability of time slots it offers on the relevant PRC TV
Stations;
|
|
·
|
the
extent of television network coverage
provided;
|
|
·
|
the
service packages and pricing structure offered;
and
|
|
·
|
the
client’s perception of the effectiveness and quality of its
services.
|
|
·
|
develop
new customers or new business from existing
customers;
|
|
·
|
expand
the technical sophistication of the products it
offers;
|
|
·
|
respond
effectively to competitive pressures;
and
|
|
·
|
attract
and retain qualified management and
employees.
|
|
·
|
China
Networks has no track record in obtaining advertisement resources from
other regional television networks;
|
|
·
|
There
is expected to be intense competition from advertising companies that are
already well-established in those
markets;
|
|
·
|
China
Networks may not be able to accurately assess and adjust to the consumer
tastes, preferences and demands in the relevant regional markets;
and
|
|
·
|
We
may not be able to generate enough revenue to offset our
costs.
|
|
·
|
investors’
perception of, and demand for, our
securities;
|
|
·
|
prevailing
conditions in the global financial and capital markets in
which we will seek to raise funds;
|
|
·
|
the
future results of operations, financial condition and cash flows of China
Networks;
|
|
·
|
PRC
governmental regulation of foreign investment in advertising companies in
China;
|
|
·
|
PRC
governmental policies relating to foreign exchange;
and
|
|
·
|
economic,
political and other conditions in
China.
|
|
·
|
may
be subject to liability for infringement activities or may be prohibited
from using such intellectual
property;
|
|
·
|
may
incur licensing fees or be forced to develop
alternatives;
|
|
·
|
may
incur significant expenses; and
|
|
·
|
may
be forced to divert management’s time and other resources from our
business and operations to defend against these third-party infringement
claims, regardless of their merits.
|
|
·
|
ANT
may not be able to take control of Hetong upon the occurrence of certain
events, such as the imposition of statutory liens, judgments, court
orders, death or incapacity.
|
|
·
|
If
the PRC government proposes new laws or amends current laws that are
detrimental to the contractual agreements with Hetong, such changes may
effectively eliminate China Networks’ control over the Hetong and its
ability to consolidate the JV Tech Cos and the JV Ad
Cos.
|
|
·
|
If
the shareholders of Hetong fail to perform as required under those
contractual agreements, ANT will have to rely on the PRC legal system to
enforce those agreements and there is no guarantee that it will be
successful in an enforcement
action.
|
|
·
|
levying
fines;
|
|
·
|
confiscating
income; and/or
|
|
·
|
requiring
a restructuring of ownership or
operations.
|
|
·
|
levying
fines,
|
|
·
|
confiscating
its income,
|
|
·
|
revoking
the business licenses or operating licenses of its PRC affiliates and PRC
TV Stations,
|
|
·
|
requiring
China Networks to restructure the relevant ownership structure or
operations, and
|
|
·
|
requiring
it to discontinue all or any portion of its
operations.
|
|
·
|
fines,
|
|
·
|
confiscation
of advertising fees,
|
|
·
|
orders
to cease disseminating the advertisements,
and
|
|
·
|
orders
to publish public announcements to correct the misleading
information.
|
|
·
|
Such
company would be subject to PRC enterprise income tax at a rate of 25
percent (the “EIT”) on its worldwide
income;
|
|
·
|
Such
company would be liable for the EIT on dividends it receives from
subsidiaries unless such company is a “qualifying resident enterprise” and
the dividend it receives is attributable to direct investment in another
“qualifying resident enterprise” that is paying the dividend (it is
unclear whether CNIH or China Networks would qualify as a “qualifying
resident enterprise” in light of uncertainties of interpretation and lack
of official guidance);
|
|
·
|
Such
company may be required to withhold a 10 percent PRC withholding tax on
dividends it pays to non-resident enterprise shareholders (subject to
possible reduction under an applicable income tax treaty);
and
|
|
·
|
Gains
derived by non-resident enterprise shareholders upon disposition of shares
of such company may be subject to a 10 percent PRC withholding tax
(subject to possible reduction under an applicable income tax
treaty).
|
|
·
|
take
appropriate remedial action;
|
|
·
|
confiscate
any illegal income; and
|
|
·
|
impose
a fine in the event of a contravention of the new
regulation.
|
|
·
|
The
U.S. court issuing the judgment had jurisdiction in the matter and the
company either submitted to such jurisdiction or was resident or carrying
on business within such jurisdiction and was duly served with
process;
|
|
·
|
The
judgment given by the U.S. court was not in respect of penalties, taxes,
fines or similar fiscal or revenue obligations of the
company;
|
|
·
|
In
obtaining judgment there was no fraud on the part of the person in whose
favor judgment was given or on the part of the
court;
|
|
·
|
Recognition
or enforcement of the judgment in the BVI would not be contrary to public
policy; and
|
|
·
|
The
proceedings pursuant to which judgment was obtained were not contrary to
natural justice.
|
|
·
|
an
act complained of which is outside the scope of the authorized business or
is illegal or not capable of ratification by the
majority,
|
|
·
|
acts
that constitute fraud on the minority where the wrongdoers control the
company,
|
|
·
|
acts
that infringe on the personal rights of the shareholders, such as the
right to vote, and
|
|
·
|
where
the company has not complied with provisions requiring approval of a
special or extraordinary majority of
shareholders,
|
|
·
|
actual
or anticipated fluctuations in quarterly and annual
results,
|
|
·
|
limited
operating history,
|
|
·
|
mergers
and strategic alliances in the television industry in
China,
|
|
·
|
market
conditions in the industry,
|
|
·
|
changes
in U.S. or Chinese government
regulation,
|
|
·
|
fluctuations
in our revenues and earnings and those of our
competitors,
|
|
·
|
shortfalls
in our operating results from levels forecasted by securities
analysts,
|
|
·
|
announcements
covering China Networks or its competitors,
and
|
|
·
|
the
general state of the financial and
capital markets.
|
|
·
|
exercise
the warrants and pay the exercise price for such warrants at a time when
it may be disadvantageous for the holders to do
so,
|
|
·
|
sell
the warrants at the then current market price when they might otherwise
wish to hold the warrants, or
|
|
·
|
accept
the nominal redemption price which, at the time the warrants are called
for redemption, is likely to be substantially less than the market value
of the warrants.
|
Quarter Ended
|
High
|
Low
|
||||||
September
30, 2009 (commencing July 24, 2009 through September 30,
2009)
|
$ | 5.15 | $ | 1.00 | ||||
Month Ended
|
High
|
Low
|
||||||
November
30, 2009
|
$ | 1.70 | $ | 1.25 | ||||
October
31, 2009
|
$ | 2.11 | $ | 1.25 | ||||
September
30, 2009
|
$ | 2.82 | $ | 2.10 | ||||
August
31, 2009
|
$ | 5.15 | $ | 1.00 | ||||
July
31, 2009 (commencing July 24, 2009 through July 31, 2009)
|
$ | 5.00 | $ | 4.00 |
Quarter Ended
|
High
|
Low
|
||||||
September
30, 2009 (commencing July 24, 2009 through September 30,
2009)
|
$ | 0.25 | $ | 0.05 | ||||
Month Ended
|
High
|
Low
|
||||||
November
30, 2009
|
$ | 0.10 | $ | 0.08 | ||||
October
31, 2009
|
$ | 0.15 | $ | 0.06 | ||||
September
30, 2009
|
$ | 0.15 | $ | 0.15 | ||||
August
31. 2009
|
$ | 0.20 | $ | 0.05 | ||||
July
31, 2009 (commencing July 24, 2009 through July 31, 2009)
|
$ | 0.25 | $ | 0.17 |
December 1, 2009
|
||||
In US $
|
||||
Short-term
debt – unsecured
|
0 | |||
Total
short-term debt – secured
|
25,491,249 | |||
Total
short-term debt
|
25,491,249 | |||
Long-term
debt (excluding amounts due within one year):
|
0 | |||
Long-term
debt – unsecured
|
0 | |||
Long-term
debt – secured
|
0 | |||
Total
long-term debt
|
0 | |||
Shareholders'
Equity:
|
||||
Ordinary
share capital
|
1,293 | |||
Profit
and loss account
|
(7,539,417 | ) | ||
Total
shareholders' equity
|
(7,538,124 | ) | ||
Total
capitalization
|
17,953,125 |
Exercise
per share price
|
$ | 5.00 | ||
Net
tangible book value per share before warrant exercises
|
$ | (2.56 | ) | |
Increase
in net tangible book value per share attributable to warrant
exercises
|
$ | 3.27 | ||
As
adjusted net tangible book value per share after warrant
exercises
|
$ | 0.71 | ||
Impact
per share to warrant holders
|
$ | (4.29 | ) |
2005
|
2006
|
2007
|
2008E
|
2009E
|
2010E
|
|||||||||||||||||||
Advertising
Spending: ($ million)
|
||||||||||||||||||||||||
TV
|
4,670
|
5,311
|
6,187
|
7,826
|
8,452
|
9,128
|
||||||||||||||||||
Newspapers
& Magazines
|
3,693
|
4,426
|
5,152
|
6,094
|
6,385
|
7,343
|
||||||||||||||||||
Radio
|
511
|
752
|
876
|
1,074
|
1,181
|
1,287
|
||||||||||||||||||
Outdoor
|
1,655
|
1,890
|
2,202
|
2,678
|
3,348
|
3,850
|
||||||||||||||||||
Internet
|
535
|
927
|
1,606
|
2,618
|
3,553
|
4,598
|
||||||||||||||||||
Cinema
|
20
|
22
|
26
|
29
|
32
|
37
|
||||||||||||||||||
Total
|
11,084
|
13,327
|
16,049
|
20,319
|
22,951
|
26,243
|
|
·
|
According
to the PRC National Statistics Bureau, household consumption grew by a
5-year CAGR of 10.2%, reaching RMB 8.0 trillion in 2006. This
underlying dramatic expansion in consumption is expected to continue to
drive growth in the advertising
industry.
|
|
·
|
Notwithstanding
this rapid recent growth, advertising spending per capita and spending as
percentage of gross domestic product in China are still much lower than
other countries, representing significant opportunity for further
growth.
|
|
·
|
Advantageous
joint-venture relationship
structure
|
|
·
|
Network
business model
|
|
·
|
CNIH’s opportunity
to grow and scale the business and embark on more
partnerships
|
|
·
|
Seasoned
Management
|
|
·
|
Improve
core business profitability in the Local JV
Cos
|
|
·
|
Expanded
offering across the network of partner
stations
|
|
·
|
Expand the
network to include more TV station
partners
|
|
·
|
Central
Level (2) – The central level has two channels, CCTV and CETV, which
broadcast 16 channels nationally.
|
|
·
|
Province
Level (76) – The province level has 27 province stations with
satellite channels that can be rebroadcast in other
regions. The province level also includes 45 education TV
stations and the 4 major municipalities – Beijing, Shanghai, Tianjin and
Chongqing – that have satellite
channels.
|
|
·
|
City
Level (264) – At the city level, most of the channels are broadcast only
in the city areas. However, some, such as Shenzhen and Harbin,
provide a broader provincial footprint and/or have satellite
channels.
|
Ranking
|
Channel
|
Rating (%)
|
Share (%)
|
|||||||
1
|
Yunnan
TV City Channel (TV2)
|
1.24 | 10.3 | |||||||
2
|
CCTV
General Channel
|
1.00 | 8.3 | |||||||
3
|
CCTV-6
|
0.65 | 5.4 | |||||||
4
|
Kunming
TV General Channel
|
0.63 | 5.2 | |||||||
5
|
CCTV-8
|
0.61 | 5.1 | |||||||
6
|
CCTV-3
|
0.59 | 4.9 | |||||||
7
|
Yunnan
TV Movies Channel (TV5)
|
0.56 | 4.7 | |||||||
8
|
CCTV-5
|
0.37 | 3.1 | |||||||
9
|
Kunming
TV Movies Channel
|
0.37 | 3.1 | |||||||
10
|
CCTV-2
|
0.35 | 2.9 |
Channel
|
Source
|
Percentage (%) of revenue
|
||||
General
Channel
|
Advertising
Agency
|
94.32 | % | |||
Direct
Client
|
5.68 | % | ||||
Living
Channel
|
Advertising
Agency
|
86.59 | % | |||
Direct
Client
|
13.41 | % | ||||
Entertainment
Channel
|
Advertising
Agency
|
98.86 | % | |||
Direct
Client
|
1.14 | % | ||||
Economic
Channel
|
Advertising
Agency
|
26.06 | % | |||
Direct
Client
|
73.94 | % | ||||
Movies
Channel
|
Advertising
Agency
|
90.04 | % | |||
Direct
Client
|
9.96 | % | ||||
News
Channel
|
Advertising
Agency
|
61.30 | % | |||
Direct
Client
|
38.70 | % |
Channel
|
|
Broadcasting time of program
(Daily)
|
|
Broadcasting time of advertisement
(Daily)
|
General
Channel
|
21
hrs 2 minutes
|
5
hrs 43 minutes
|
||
Living
Channel
|
19
hrs 59 minutes
|
4
hrs 50 minutes
|
||
Entertainment
Channel
|
19
hrs 58 minutes
|
3
hrs 12 minutes
|
||
Economic
Channel
|
19
hrs 20 minutes
|
3
hrs 19 minutes
|
||
Movies
Channel
|
24
hrs
|
4
hrs 44 minutes
|
||
News
Channel
|
22
hrs 31 minutes
|
3
hrs 45 minutes
|
Channel
|
Source
|
|
Percentage (%) of revenue
|
|
||
Minsheng
TV Channel
|
Advertising
Agency
|
58.38
|
% | |||
Direct
Client
|
41.62
|
% | ||||
Arts
and Entertainment Radio Station
|
Advertising
Agency
|
27.66
|
% | |||
Direct
Client
|
72.34
|
% |
Channel
|
|
Broadcasting time of program
(daily)
|
|
Broadcasting time of advertising
(daily)
|
Minsheng
TV Channel
|
20
hours 10 minutes
|
4
hours 13 minutes
|
||
Arts
and Entertainment Radio
|
24
hours
|
3
hours 50 minutes
|
Customer
|
|
Contribution to
Consolidated
Net Revenue
|
|
|
Percent of
Consolidated
Net Revenue
|
|
||
Kunming
Fengyun Advertisement Ltd
|
$
|
3,130,020
|
22.0
|
%
|
||||
Yunnan
Hua Nian Advertisement Ltd
|
$
|
2,330,169
|
16.4
|
%
|
|
·
|
The
shareholders of Hetong have jointly granted ANT an exclusive and
irrevocable option to purchase all or part of their equity interests in
Hetong at any time; this option may only be terminated by mutual consent
or at the direction of ANT;
|
|
·
|
Without
ANT’s consent, the shareholders of Hetong may not (i) transfer or pledge
their equity interests in Hetong, (ii) receive any dividends, loan
interest or other benefits from Hetong, or (iii) make any material
adjustment or change to Hetong’s business or
operations;
|
|
·
|
The
shareholders of Hetong agreed to (i) accept the policies and guidelines
furnished by ANT with respect to the hiring and dismissal of employees, or
the operational management and financial system of Hetong, and (ii)
appoint the candidates recommended by ANT as directors of
Hetong;
|
|
·
|
Each
shareholder of Hetong has appointed ANT’s designee as their
attorneys-in-fact to exercise all its voting rights as shareholders of
Hetong. This power of attorney is effective until 2037;
and
|
|
·
|
Each
shareholder of Hetong has pledged all of its respective equity interests
in Hetong to Guangwang Tonghe Technology Consulting (Beijing) Co. Ltd.
(“WFOE”), a wholly-owned subsidiary of ANT in the PRC to secure the
payment obligations of Hetong under certain contractual arrangements
between Hetong and WFOE. This pledge is effective until the later of the
(i) date on which the last surviving of the Exclusive Service Agreements,
the Loan Agreement and the Equity Option Agreement terminates and (ii)
date on which all outstanding Secured Obligations are paid in full or
otherwise satisfied. Each of these agreements are subject to customary
termination provisions; however, the WFOE may terminate the Exclusive
Services Agreement at any time upon 30 days’ notice to
Hetong.
|
|
·
|
Radio
and TV advertisements shall be clearly differentiated from other TV
programs and should not be broadcasted in the form of news report. Current
events and political news programs shall not carry the names of any
enterprises or products. Advertisements with addresses, telephone numbers
or contact information shall not be broadcasted during special reports on
individuals or enterprises.
|
|
·
|
Radio
stations and TV stations shall examine the content of the advertisements
and the qualifications of the enterprises involved and shall only
broadcast the advertisements that have been so
examined.
|
|
·
|
Radio
and TV advertisements on each channel must not exceed 20% of the total of
each channel’s daily program time and must not exceed 15% of each
channel’s program time per hour (i.e. nine minutes per hour) between 11:00
a.m. - 1:00 p.m. for radio programs and between 7:00 p.m. - 9:00 p.m. for
TV programs.
|
|
·
|
Advertisements
shall not be broadcasted in a way that would affect completion of the
programs. Except for the period between 7:00 p.m. - 9:00 p.m.,
advertisements can only be broadcasted once and for a maximum period of
2.5 minutes during the airing of any movie or TV
drama.
|
|
·
|
The
broadcast of advertisements related to tobacco are prohibited by radio
stations and TV stations. Advertisements relating to alcohol are strictly
controlled in accordance with relevant PRC laws, rules and regulations.
The number of alcohol advertisements cannot exceed 12 segments for each TV
channel per day or exceed two segments between 7:00 p.m. - 9:00
p.m.
|
Name
|
Age
|
Position
|
||
Li
Shuangqing
|
55
|
Chief
Executive Officer and Chairman
|
||
Xin
Yan Li
|
33
|
Chief
Financial Officer
|
||
Michael
Weksel
|
45
|
Director
|
||
Jian
Ping Huang
|
49
|
Director
|
||
May
Huang
|
41
|
Director
|
||
Kerry
Propper
|
34
|
Director
|
||
George
Kaufman
|
34
|
Director
|
||
Donald
Quinby
|
34
|
Director
|
·
|
reviewing and discussing with
management and the independent auditor the annual audited financial
statements, and recommending to the board whether the audited financial
statements should be included in the Form
10-K;
|
·
|
discussing with management and
the independent auditor significant financial reporting issues and
judgments made in connection with the preparation of financial
statements;
|
·
|
discussing with management major
risk assessment and risk management
policies;
|
·
|
monitoring the independence of
the independent auditor;
|
·
|
verifying the rotation of the
lead (or coordinating) audit partner having primary responsibility for the
audit and the audit partner responsible for reviewing the audit as
required by law;
|
·
|
reviewing and approving all
related-party transactions;
|
·
|
inquiring and discussing with
management compliance with applicable laws and
regulations;
|
·
|
pre-approving all audit services
and permitted non-audit services to be performed by CNIH’s
independent auditor, including the fees and terms of the services to be
performed;
|
·
|
appointing or replacing the
independent auditor;
|
·
|
determining the compensation and
oversight of the work of the independent auditor (including resolution of
disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit
report or related work; and
|
·
|
establishing procedures for the
receipt, retention and treatment of complaints received by CNIH regarding
accounting, internal accounting controls or reports which raise material
issues regarding our financial statements or accounting
policies.
|
|
·
|
8,044,400
are issuable upon the exercise of the public warrants;
|
|
·
|
1,820,000
are issuable upon the exercise of outstanding insider
warrants;
|
|
·
|
300,000 are issuable upon
exercise of the units underlying the unit purchase option (the
“UPO”), issued by Alyst to the representatives of the underwriters in
Alyst’s initial public offering, each unit consisting of one ordinary
share and one warrant to purchase one ordinary share, at an exercise price
of $10.00 per unit; and
|
|
·
|
300,000
are issuable upon exercise of the warrants included as part of the units
issuable on exercise of the
UPO.
|
|
·
|
1,820,000
outstanding insider warrants;
|
|
·
|
1,820,000
ordinary shares acquired upon exercise of the insider
warrants;
|
|
·
|
2,983,488
ordinary shares acquired or received in connection with the consummation
of our Business Combination;
|
|
·
|
300,000
warrants included as part of the units issuable on exercise of the
UPO;
|
|
·
|
300,000
ordinary shares included as part of the units issuable on exercise of the
UPO; and
|
|
·
|
300,000
ordinary shares underlying the warrants issued as part of the units
issuable on exercise of the UPO.
|
|
·
|
the
number of ordinary shares that are beneficially held by each selling
shareholder; and
|
|
·
|
the
maximum number of ordinary shares that may be offered by each selling
shareholder in the prospectus.
|
Name
|
Ordinary
Shares
Owned
Prior to the
Offering
|
Percentage
of
Outstanding
Ordinary
Shares(1)
|
Ordinary
Shares
Offered
For Resale
Hereby
|
Percentage
of
Outstanding
Ordinary
Shares(1)
|
Ordinary
Shares
Owned
After the
Offering
|
Percentage
of
Outstanding
Ordinary
Shares(1)
|
||||||||||||||||||
Michael
E. Weksel
|
1,149,794 | (2) | 7.49 | % | 590,000 | (3) | 3.84 | % | 559,794 | 3.65 | % | |||||||||||||
Robert
A. Schriesheim
|
590,000 | (4) | 3.84 | % | 590,000 | (4) | 3.84 | % | — | — | ||||||||||||||
Dr.
William Weksel
|
590,000 | (4) | 3.84 | % | 590,000 | (4) | 3.84 | % | — | — | ||||||||||||||
Robert
H. Davies
|
590,000 | (5) | 3.84 | % | 590,000 | (5) | 3.84 | % | — | — | ||||||||||||||
Paul
Levy
|
317,500 | (6) | 2.07 | % | 317,500 | (6) | 2.07 | % | — | — | ||||||||||||||
Millennium
Trust Company, LLC Cust FBO Ira Hollenberg, Rollover IRA
|
287,500 | (7) | 1.87 | % | 287,500 | (7) | 1.87 | % | — | — | ||||||||||||||
Silverman
Realty Group, Inc. Profit Sharing Plan (LCPSP)
|
287,500 | (7) | 1.87 | % | 287,500 | (7) | 1.87 | % | — | — | ||||||||||||||
Norbert
W. Strauss
|
95,834 | (8) | 0.62 | % | 95,834 | (8) | 0.62 | % | — | — | ||||||||||||||
David
Strauss
|
95,833 | (9) | 0.62 | % | 95,833 | (9) | 0.62 | % | — | — | ||||||||||||||
Jonathan
Strauss
|
95,833 | (9) | 0.62 | % | 95,833 | (9) | 0.62 | % | — | — | ||||||||||||||
Matthew
Botwin
|
30,000 | (10) | 0.20 | % | 30,000 | (10) | 0.20 | % | — | — | ||||||||||||||
Stephen
J. DeGroat
|
76,046 | (11) | 0.50 | % | 76,046 | (11) | 0.50 | % | — | — | ||||||||||||||
Maxim
Partners LLC
|
85,349 | (12) | 0.56 | % | 85,349 | (12) | 0.56 | % | — | — | ||||||||||||||
RBC
Capital Markets Corporation
|
270,175 | (13) | 1.76 | % | 270,175 | (13) | 1.76 | % | — | — | ||||||||||||||
Scott
T. Bass
|
45,209 | (14) | 0.29 | % | 45,209 | (14) | 0.29 | % | — | — | ||||||||||||||
Richard
K. Prins
|
85,209 | (15) | 0.56 | % | 85,209 | (15) | 0.56 | % | — | — | ||||||||||||||
Craig
A. Ascari
|
10,000 | (16) | 0.07 | % | 10,000 | (16) | 0.07 | % | — | — | ||||||||||||||
Christopher
A. Freeman
|
11,500 | (17) | 0.07 | % | 11,500 | (17) | 0.07 | % | — | — | ||||||||||||||
Jesup
& Lamont Securities Corporation
|
270,000 | (18) | 1.76 | % | 270,000 | (18) | 1.76 | % | — | — | ||||||||||||||
South
Ferry #2 LP
|
176,750 | (19) | 1.15 | % | 176,750 | (19) | 1.15 | % | — | — | ||||||||||||||
Moshe
Rosenfeld
|
3,500 | (19) | 0.02 | % | 3,500 | (19) | 0.02 | % | — | — | ||||||||||||||
Platinum
Partners Value Arbitrage, LP
|
175,000 | (19) | 1.14 | % | 175,000 | (19) | 1.14 | % | — | — | ||||||||||||||
Atlas
Master Fund Ltd
|
105,000 | (19) | 0.68 | % | 105,000 | (19) | 0.68 | % | — | — | ||||||||||||||
Leon
Meyers
|
105,000 | (19) | 0.68 | % | 105,000 | (19) | 0.68 | % | — | — | ||||||||||||||
Globis
Capital Partners, LP
|
52,500 | (19) | 0.34 | % | 52,500 | (19) | 0.34 | % | — | — | ||||||||||||||
Chardan
SPAC Asset Management LLC
|
52,500 | (19) | 0.34 | % | 52,500 | (19) | 0.34 | % | — | — | ||||||||||||||
BDS
Capital Fund I, LLC
|
43,750 | (19) | 0.29 | % | 43,750 | (19) | 0.29 | % | — | — | ||||||||||||||
Alpha
Capital Anstalt
|
35,000 | (19) | 0.23 | % | 35,000 | (19) | 0.23 | % | — | — | ||||||||||||||
MLR
Capital Offshore Master Fund Ltd
|
35,000 | (19) | 0.23 | % | 35,000 | (19) | 0.23 | % | — | — | ||||||||||||||
KATA
Ltd
|
35,000 | (19) | 0.23 | % | 35,000 | (19) | 0.23 | % | — | — | ||||||||||||||
Beechwood
Capital Group LLC
|
26,250 | (19) | 0.17 | % | 26,250 | (19) | 0.17 | % | — | — | ||||||||||||||
Aaron
Wolfson
|
17,500 | (19) | 0.11 | % | 17,500 | (19) | 0.11 | % | — | — | ||||||||||||||
Globis
International Investments LLC
|
17,500 | (19) | 0.11 | % | 17,500 | (19) | 0.11 | % | — | — | ||||||||||||||
Eliezer
Levitin
|
12,250 | (19) | 0.08 | % | 12,250 | (19) | 0.08 | % | — | — | ||||||||||||||
Globis
Overseas Fund, Ltd
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Nicole
Kubin
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
AME
Capital Group LLC
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Cam
Elm Company LLC
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
XEL
Inc.
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Brio
Capital L.P.
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Diamond
Street Equities LLC
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Ezra
Birnbaum
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
China
Private Equity Partners Co., Ltd
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — | ||||||||||||||
Bantry
Bay Ventures, LLC
|
8,750 | (19) | 0.06 | % | 8,750 | (19) | 0.06 | % | — | — |
(1)
|
Calculated
based on: (i) an aggregate of 12,927,888 ordinary shares issued and
outstanding as of December 28, 2009; (ii) the issuance of 1,820,000
ordinary shares upon the exercise of the insider warrants; (iii) the
issuance of 300,000 ordinary shares upon the exercise of the warrants
included as part of the units issuable on exercise of the UPO: and (iv)
the 300,000 ordinary shares included as part of the units issuable on
exercise of the UPO, but not including ordinary shares issuable upon
exercise, if any, of the public
warrants.
|
(2)
|
Consisting
of: (i) 350,000 ordinary shares issued in a private placement in
connection with Alyst’s IPO; (ii) 12,500 ordinary shares issued in a
private placement in connection with Alyst’s IPO and held by the Carina
Heart Weksel Irrevocable Trust, a trust established for the benefit of Mr.
Weksel’s daughter; (iii) 227,500 ordinary shares issuable upon the
exercise of the insider warrants; and (iv) 559,794 ordinary shares
issuable upon exercise of public warrants purchased in the open market and
subject to a Put-Call Agreement with CNIH (as successor in interest to
Alyst Acquisition Corp.) at an exercise price of
$0.0446.
|
(3)
|
Consisting
of: (i) 350,000 ordinary shares issued in a private placement in
connection with Alyst’s IPO; (ii) 12,500 ordinary shares issued in a
private placement in connection with Alyst’s IPO and held by the Carina
Heart Weksel Irrevocable Trust, a trust established for the benefit of Mr.
Weksel’s daughter; and (iii) 227,500 ordinary shares issuable upon the
exercise of the insider
warrants.
|
(4)
|
Consisting
of: (i) 362,500 ordinary shares issued in a private placement in
connection with Alyst’s IPO; and (ii) 227,500 ordinary shares issuable
upon the exercise of the insider
warrants.
|
(5)
|
Consisting
of: (i) 352,500 ordinary shares issued in a private placement in
connection with Alyst’s IPO; (ii) 10,000 ordinary shares issued in a
private placement in connection with Alyst’s IPO and held by the 2006
Robert H. Davies Delaware Trust f/b/o Alexander B. Davies, a trust
established for the benefit of Mr. Davies’ son; and (iii) 227,500 ordinary
shares issuable upon the exercise of the insider
warrants.
|
(6)
|
Consisting
of: (i) 90,000 ordinary shares issued in a private placement in connection
with Alyst’s IPO; and (ii) 227,500 ordinary shares issuable upon the
exercise of the insider
warrants.
|
(7)
|
Consisting
of: (i) 60,000 ordinary shares issued in a private placement in connection
with Alyst’s IPO; and (ii) 227,500 ordinary shares issuable upon the
exercise of the insider
warrants.
|
(8)
|
Consisting
of: (i) 20,000 ordinary shares issued in a private placement in connection
with Alyst’s IPO; and (ii) 75,834 ordinary shares issuable upon the
exercise of the insider
warrants.
|
(9)
|
Consisting
of: (i) 20,000 ordinary shares issued in a private placement in connection
with Alyst’s IPO; and (ii) 75,833 ordinary shares issuable upon the
exercise of the insider
warrants.
|
(10)
|
Represents
ordinary shares issued in a private placement in connection with Alyst’s
IPO.
|
(11)
|
Represents
ordinary shares issued to the representatives of Alyst’s IPO underwriters
as deferred commission and non-accountable expense allowance
due from Alyst’s IPO.
|
(12)
|
Consisting
of: (i) 25,349 ordinary shares issued to the representatives of Alyst’s
IPO underwriters as deferred commission and non-accountable expense
allowance due from Alyst’s IPO, (ii) 30,000 ordinary shares issuable upon
exercise of the warrants included as part of the units issuable on
exercise of the UPO; and (iii) 30,000 ordinary shares included as part of
the units issuable on exercise of the
UPO.
|
(13)
|
Consisting
of: (i) 121,675 ordinary shares issued to the representatives of Alyst’s
IPO underwriters as deferred commission and non-accountable expense
allowance due from Alyst’s IPO, (ii) 74,250 ordinary shares issuable upon
exercise of the warrants included as part of the units issuable on
exercise of the UPO; and (iii) 74,250 ordinary shares included as part of
the units issuable on exercise of the
UPO.
|
(14)
|
Consisting
of: (i) 15,209 ordinary shares issued to the representatives of Alyst’s
IPO underwriters as deferred commission and non-accountable expense
allowance due from Alyst’s IPO, (ii) 15,000 ordinary shares issuable upon
exercise of the warrants included as part of the units issuable on
exercise of the UPO; and (iii) 15,000 ordinary shares included as part of
the units issuable on exercise of the
UPO.
|
(15)
|
Consisting
of: (i) 15,209 ordinary shares issued to the representatives of Alyst’s
IPO underwriters as deferred commission and non-accountable expense
allowance due from Alyst’s IPO, (ii) 35,000 ordinary shares issuable upon
exercise of the warrants included as part of the units issuable on
exercise of the UPO; and (iii) 35,000 ordinary shares included as part of
the units issuable on exercise of the
UPO.
|
(16)
|
Consisting
of: (i) 5,000 ordinary shares issuable upon exercise of the warrants
included as part of the units issuable on exercise of the UPO; and (ii)
5,000 ordinary shares included as part of the units issuable on exercise
of the UPO.
|
(17)
|
Consisting
of: (i) 5,750 ordinary shares issuable upon exercise of the warrants
included as part of the units issuable on exercise of the UPO; and (ii)
5,750 ordinary shares included as part of the units issuable on exercise
of the UPO.
|
(18)
|
Consisting
of: (i) 135,000 ordinary shares issuable upon exercise of the warrants
included as part of the units issuable on exercise of the UPO; and (ii)
135,000 ordinary shares included as part of the units issuable on exercise
of the UPO.
|
(19)
|
Represents
ordinary shares issued as merger consideration in connection with the
Business Combination.
|
|
·
|
an
individual citizen or resident of the United
States;
|
|
·
|
a
corporation (or other entity treated as a corporation) that is created or
organized (or treated as created or organized) in or under the laws of the
United States, any state thereof or the District of
Columbia;
|
|
·
|
an
estate whose income is includible in gross income for U.S. federal income
tax purposes regardless of its source;
or
|
·
|
a
trust if (i) a U.S. court can exercise primary supervision over the
trust’s administration and one or more U.S. persons are authorized to
control all substantial decisions of the trust, or (ii) it has a valid
election in effect under applicable U.S. Treasury regulations to be
treated as a U.S. person.
|
|
·
|
financial
institutions or ‘‘financial services
entities;’’
|
|
·
|
broker-dealers;
|
|
·
|
taxpayers
who have elected mark-to-market
accounting;
|
|
·
|
tax-exempt
entities;
|
|
·
|
governments
or agencies or instrumentalities
thereof;
|
|
·
|
insurance
companies;
|
|
·
|
regulated
investment companies;
|
|
·
|
real
estate investment trusts;
|
|
·
|
certain
expatriates or former long-term residents of the United
States;
|
|
·
|
persons
that actually or constructively own 5% or more of our voting
shares;
|
|
·
|
persons
that hold CNIH ordinary shares as part of a straddle, constructive sale,
hedging, conversion or other integrated transaction;
or
|
|
·
|
persons
whose functional currency is not the U.S.
dollar.
|
|
·
|
any
gain recognized by the U.S. Holder on the sale or other disposition of its
ordinary shares or warrants; and
|
|
·
|
any
excess distribution made to the U.S. Holder (generally, any distributions
to such U.S. Holder during a taxable year that are greater than 125% of
the average annual distributions received by such U.S. Holder in respect
of the ordinary shares of CNIH during the three preceding taxable years
or, if shorter, such U.S. Holder’s holding period for the ordinary
shares).
|
|
·
|
the
U.S. Holder’s gain or excess distribution will be allocated ratably over
the U.S. Holder’s holding period for the ordinary shares or
warrants;
|
|
·
|
the
amount allocated to the taxable year in which the U.S. Holder recognized
the gain or excess distribution will be taxed as ordinary
income;
|
|
·
|
the
amount allocated to each prior year, with certain exceptions, will be
taxed at the highest tax rate in effect for that year and applicable to
the U.S. Holder; and
|
|
·
|
the
interest charge generally applicable to underpayments of tax will be
imposed in respect of the tax attributable to each such
year.
|
|
·
|
fails
to provide an accurate taxpayer identification
number;
|
|
·
|
is
notified by the IRS that backup withholding is required;
or
|
|
·
|
in
certain circumstances, fails to comply with applicable certification
requirements.
|
Securities
and Exchange Commission Fee
|
$ | 2,752.17 | ||
Accountants’
Fees and Expenses*
|
$ | 10,000.00 | ||
Legal
Fees and Expenses*
|
$ | 10,000.00 | ||
TOTAL*
|
$ | 22,752.17 |
Item
8.
|
Indemnification
of Directors and Officers
|
Item
9.
|
Exhibits.
|
Exhibit No.
|
Description
|
|
3.1
|
Amended
and Restated Memorandum and Articles of Association of CNIH, incorporated
by reference to Exhibit D to the Company’s Report on Form 6-K, filed July
2, 2009 (SEC File No. 001-34395).
|
|
4.1
|
Specimen Ordinary Share
Certificate, incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
4.2
|
Form
of Warrant, incorporated by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
4.3
|
Form
of Warrant Agreement, incorporated by reference to Exhibit 4.1 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
5.1
|
Opinion
of Maples & Calder LLP.
|
|
5.2
|
Opinion
of McDermott Will & Emery LLP.
|
|
10.1
|
Form
of Service Agreement between Advertising Networks Limited and Li
Shuangqing, incorporated by reference to Exhibit 10.1 of the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.2
|
Purchase
Agreement, dated as of July 21, 2008, by and among China Networks Media
and the investors listed on the Schedule of Investors attached thereto as
Schedule I, incorporated by reference to Exhibit 10.2 of the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.3
|
Registration
Rights Agreement, dated July 21, 2008, by and among China Networks Media
and the investors listed on Schedule A attached thereto, incorporated by
reference to Exhibit 10.3 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
|
10.4
|
Share
Pledge Agreement, dated as of July 21, 2008, by Kerry Propper and MediaInv
Ltd. in favor of the persons and entities listed on the Schedule of
Investors attached thereto as Schedule III, incorporated by reference to
Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (SEC File
No.
333-157026).
|
10.5
|
Escrow
Agreement, dated June 19, 2008, between the Alyst Acquisition Corp.,
Chardan Capital Markets, LLC, Grushko & Mittman and the subscribers to
China Networks Media’s Bridge Loan, incorporated by reference to Exhibit
10.6 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.6
|
Form
of China Networks Media Bridge Loan Promissory Note, incorporated by
reference to Exhibit 10.7 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
|
10.7
|
Collateral
Agent Agreement, dated July 21, 2008, by and between China Networks Media,
Collateral Agents, LLC, the Investors listed on Schedule A thereto, Kerry
Propper and Clive Ng, incorporated by reference to Exhibit 10.8 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.8
|
Framework
Agreement between Advertising Networks Limited and China Yellow River
Television Station, dated January 26, 2008, incorporated by reference to
Exhibit 10.9 of the Company’s Registration Statement on Form S-4 (SEC File
No. 333-157026).
|
|
10.9
|
Supplementary
Agreement between China Yellow River Television Station and Advertising
Networks Limited, dated May 22, 2008, incorporated by reference to Exhibit
10.10 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.10
|
Exclusive
Services Agreement between Shanxi Yellow River and Advertising Networks
Cartoon Technology Co., Ltd and Taiyuan Advertising Networks Advertising
Co., Ltd, dated July 17, 2008, incorporated by reference to Exhibit 10.11
of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.11
|
Exclusive
Cooperation Agreement between China Yellow River Television Station and
Shanxi Yellow River and Advertising Networks Cartoon Technology Co., Ltd.,
dated July 17, 2008, incorporated by reference to Exhibit 10.12 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.12
|
Asset
Transfer Agreement between China Yellow River Television Station and
Shanxi Yellow River and Advertising Networks Cartoon Technology Co., Ltd.,
dated July 17, 2008, incorporated by reference to Exhibit 10.13 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.13
|
Equity
Joint Venture Contract between China Yellow River Television Station and
Advertising Networks Limited, dated May 23, 2008, incorporated by
reference to Exhibit 10.14 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
|
10.14
|
Framework
Agreement between Advertising Networks Limited and Kunming Television
Station, dated February 23, 2008, incorporated by reference to Exhibit
10.15 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.15
|
Supplementary
Agreement between Kunming Television Station and Advertising Networks
Limited, dated May 23, 2008, incorporated by reference to Exhibit 10.16 of
the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.16
|
Exclusive
Services Agreement between Kunming Taishi Information Cartoon Co., Ltd.
and Kunming Kaishi Advertising Co., Ltd., dated August 6, 2008,
incorporated by reference to Exhibit 10.17 of the Company’s Registration
Statement on Form S-4 (SEC File No. 333-157026).
|
|
10.17
|
Exclusive
Cooperation Agreement between Kunming Television Station and Kunming
Taishi Information Cartoon Co., Ltd., dated August 6, 2008, incorporated
by reference to Exhibit 10.18 of the Company’s Registration Statement on
Form S-4 (SEC File No. 333-157026).
|
|
10.18
|
Asset
Transfer Agreement between Kunming Television Station and Kunming Taishi
Information Cartoon Co., Ltd., dated August 11, 2008, incorporated by
reference to Exhibit 10.19 of the Company’s Registration Statement on Form
S-4 (SEC File No.
333-157026).
|
10.19
|
Equity
Joint Venture Contract between Kunming Television Station and Advertising
Networks Limited, dated May 14, 2008, incorporated by reference to Exhibit
10.20 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.20
|
Trustee
Arrangement Letter, by and between China Networks Media Limited and Li
Shuangqing, dated May 1, 2008, incorporated by reference to Exhibit 10.21
of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.21
|
Trustee
Arrangement Letter, by and between China Networks Media Limited and Guan
Yong, dated May 1, 2008, incorporated by reference to Exhibit 10.22 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.22
|
Amended
Loan Agreement by and between Advertising Networks Limited, Li Shuangqing
and Guan Yong, dated October 7, 2008, incorporated by reference to Exhibit
10.23 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.23
|
Amended
Share Pledge Agreement between Advertising Networks Technology Consulting
(Beijing) Co., Ltd., Li Shuangqing and Guan Yong, dated October 7, 2008,
incorporated by reference to Exhibit 10.24 of the Company’s Registration
Statement on Form S-4 (SEC File No. 333-157026).
|
|
10.24
|
Amended
Share Purchase Option Agreement between Advertising Networks Limited, Li
Shuangqing, Guan Yong and Beijing Guanwang Hetong Advertising & Media
Co., Ltd., dated October 7, 2008, incorporated by reference to Exhibit
10.25 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.25
|
Form
of 2008 Omnibus Securities and Incentive Plan, incorporated by reference
to Annex H of the Company’s proxy statement/prospectus included in the
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
10.26
|
Form
of Lock-up Agreement between Alyst, the Company and each of Kerry Propper,
MediaInv. and Li Shuangqing, incorporated by reference to Exhibit C to the
Company’s Report on Form 6-K, filed July 2, 2009 (SEC File No.
001-34395).
|
|
10.27
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Michael E. Weksel, incorporated by reference to Exhibit 10.1 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.28
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Robert H. Davies, incorporated by reference to Exhibit 10.2 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.29
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
William E. Weksel, incorporated by reference to Exhibit 10.3 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.30
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Robert A. Schriesheim, incorporated by reference to Exhibit 10.4 to
Alyst’s Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.31
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Paul
Levy, incorporated by reference to Exhibit 10.5 to Alyst’s Registration
Statement on Form S-1 (SEC File No. 333-138699).
|
|
10.32
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Matthew Botwin, incorporated by reference to Exhibit 10.6 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.33
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Ira
Hollenberg IRA, incorporated by reference to Exhibit 10.7 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.34
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Leon
Silverman Trust Fund, incorporated by reference to Exhibit 10.8 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.35
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Norbert W. Strauss, incorporated by reference to Exhibit 10.9 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.36
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and David
Strauss, incorporated by reference to Exhibit 10.10 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.37
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Jonathan Strauss, incorporated by reference to Exhibit 10.11 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.38
|
Form
of Stock Escrow Agreement between Alyst, Continental Stock Transfer &
Trust Company and the initial stockholders of Alyst, incorporated by
reference to Exhibit 10.13 to Alyst’s Registration Statement on Form S-1
(SEC File No. 333-138699).
|
|
10.39
|
Form
of Warrant Escrow Agreement between Alyst, Continental Stock Transfer
& Trust Company and the Warrant Purchasers, incorporated by reference
to Exhibit 10.11 to Alyst’s Registration Statement on Form S-1 (SEC File
No. 333-138699).
|
|
10.40
|
Form
of Registration Rights Agreement among Alyst and the initial stockholders
of Alyst, incorporated by reference to Exhibit 10.16 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
|
10.41
|
Form
of Subscription Agreements among Alyst, Graubard Miller and each of Dr.
William Weksel, Robert A. Schriesheim, Robert H. Davies, Michael E.
Weksel, Paul Levy, Ira Hollenberg IRA, Leon Silverman Trust Fund, Norbert
W. Strauss, David Strauss and Jonathan Strauss, incorporated by reference
to Exhibit 10.17 to Alyst’s Registration Statement on Form S-1 (SEC File
No. 333-138699).
|
|
10.42
|
Exclusive
Services Agreement between Beijing Guangwang Hetong Advertising &
Media co., Ltd and Advertising Networks Technology Consulting (WFOE) Co.,
Ltd., dated May 1, 2008, incorporated by reference to Exhibit 10.44 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
|
23.1
|
Consent
of UHY LLP.
|
|
23.2
|
Consent
of UHY Vocation HK CPA Limited.
|
|
23.3
|
Consent
of Maples & Calder LLP (included in Exhibit 5.1).
|
|
23.4
|
Consent
of McDermott Will & Emery LLP (included in Exhibit
5.2).
|
|
24.1
|
Power
of Attorney (included on signature page
hereof).
|
Item
10.
|
Undertakings.
|
China
Networks International Holdings ltd.
|
|||
By:
|
/s/ Li
Shuangqing
|
||
Li
Shuangqing
|
|||
Chief
Executive Officer & Chairman
|
|||
(Principal
Executive Officer)
|
Name
and Signature
|
Position
|
Date
|
/s/ Li
Shuangqing
|
Chief
Executive Officer & Chairman
|
December
31, 2009
|
Li
Shuangqing
|
(Principal
Executive Officer)
|
|
/s/
Xin
Yan Li
|
Chief
Financial Officer
|
December
31, 2009
|
Xin
Yan Li
|
(Principal
Financial and Accounting Officer)
|
|
/s/
Kerry Propper
|
Director
|
December
31, 2009
|
Kerry
Propper
|
||
/s/ J.
P. Huang
|
Director
|
December
31, 2009
|
J.
P. Huang
|
||
/s/ May
Huang
|
Director
|
December
31, 2009
|
May
Huang
|
||
/s/ Michael
E. Weksel
|
Director
|
December
31, 2009
|
Michael
E. Weksel
|
Name
and Signature
|
Position
|
Date
|
/s/
Donald Quinby
|
Director
|
December
31, 2009
|
Donald
Quinby
|
||
/s/
George Kaufman
|
Director
|
December
31, 2009
|
George
Kaufman
|
(Authorized
Representative in the United States)
|
Exhibit
|
|
No.
|
Description
|
3.1
|
Amended
and Restated Memorandum and Articles of Association of CNIH, incorporated
by reference to Exhibit D to the Company’s Report on Form 6-K, filed July
2, 2009 (SEC File No. 001-34395).
|
4.1
|
Specimen Ordinary Share
Certificate, incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
4.2
|
Form
of Warrant, incorporated by reference to Exhibit 4.4 to the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
4.3
|
Form
of Warrant Agreement, incorporated by reference to Exhibit 4.1 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
5.1
|
Opinion
of Maples & Calder LLP.
|
5.2
|
Opinion
of McDermott Will & Emery LLP.
|
10.1
|
Form
of Service Agreement between Advertising Networks Limited and Li
Shuangqing, incorporated by reference to Exhibit 10.1 of the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.2
|
Purchase
Agreement, dated as of July 21, 2008, by and among China Networks Media
and the investors listed on the Schedule of Investors attached thereto as
Schedule I, incorporated by reference to Exhibit 10.2 of the Company’s
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.3
|
Registration
Rights Agreement, dated July 21, 2008, by and among China Networks Media
and the investors listed on Schedule A attached thereto, incorporated by
reference to Exhibit 10.3 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
10.4
|
Share
Pledge Agreement, dated as of July 21, 2008, by Kerry Propper and MediaInv
Ltd. in favor of the persons and entities listed on the Schedule of
Investors attached thereto as Schedule III, incorporated by reference to
Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (SEC File
No. 333-157026).
|
10.5
|
Escrow
Agreement, dated June 19, 2008, between the Alyst Acquisition Corp.,
Chardan Capital Markets, LLC, Grushko & Mittman and the subscribers to
China Networks Media’s Bridge Loan, incorporated by reference to Exhibit
10.6 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.6
|
Form
of China Networks Media Bridge Loan Promissory Note, incorporated by
reference to Exhibit 10.7 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
10.7
|
Collateral
Agent Agreement, dated July 21, 2008, by and between China Networks Media,
Collateral Agents, LLC, the Investors listed on Schedule A thereto, Kerry
Propper and Clive Ng, incorporated by reference to Exhibit 10.8 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.8
|
Framework
Agreement between Advertising Networks Limited and China Yellow River
Television Station, dated January 26, 2008, incorporated by reference to
Exhibit 10.9 of the Company’s Registration Statement on Form S-4 (SEC File
No. 333-157026).
|
10.9
|
Supplementary
Agreement between China Yellow River Television Station and Advertising
Networks Limited, dated May 22, 2008, incorporated by reference to Exhibit
10.10 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.10
|
Exclusive
Services Agreement between Shanxi Yellow River and Advertising Networks
Cartoon Technology Co., Ltd and Taiyuan Advertising Networks Advertising
Co., Ltd, dated July 17, 2008, incorporated by reference to Exhibit 10.11
of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.11
|
Exclusive
Cooperation Agreement between China Yellow River Television Station and
Shanxi Yellow River and Advertising Networks Cartoon Technology Co., Ltd.,
dated July 17, 2008, incorporated by reference to Exhibit 10.12 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.12
|
Asset
Transfer Agreement between China Yellow River Television Station and
Shanxi Yellow River and Advertising Networks Cartoon Technology Co., Ltd.,
dated July 17, 2008, incorporated by reference to Exhibit 10.13 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.13
|
Equity
Joint Venture Contract between China Yellow River Television Station and
Advertising Networks Limited, dated May 23, 2008, incorporated by
reference to Exhibit 10.14 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
10.14
|
Framework
Agreement between Advertising Networks Limited and Kunming Television
Station, dated February 23, 2008, incorporated by reference to Exhibit
10.15 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.15
|
Supplementary
Agreement between Kunming Television Station and Advertising Networks
Limited, dated May 23, 2008, incorporated by reference to Exhibit 10.16 of
the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.16
|
Exclusive
Services Agreement between Kunming Taishi Information Cartoon Co., Ltd.
and Kunming Kaishi Advertising Co., Ltd., dated August 6, 2008,
incorporated by reference to Exhibit 10.17 of the Company’s Registration
Statement on Form S-4 (SEC File No. 333-157026).
|
10.17
|
Exclusive
Cooperation Agreement between Kunming Television Station and Kunming
Taishi Information Cartoon Co., Ltd., dated August 6, 2008, incorporated
by reference to Exhibit 10.18 of the Company’s Registration Statement on
Form S-4 (SEC File No. 333-157026).
|
10.18
|
Asset
Transfer Agreement between Kunming Television Station and Kunming Taishi
Information Cartoon Co., Ltd., dated August 11, 2008, incorporated by
reference to Exhibit 10.19 of the Company’s Registration Statement on Form
S-4 (SEC File No. 333-157026).
|
10.19
|
Equity
Joint Venture Contract between Kunming Television Station and Advertising
Networks Limited, dated May 14, 2008, incorporated by reference to Exhibit
10.20 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.20
|
Trustee
Arrangement Letter, by and between China Networks Media Limited and Li
Shuangqing, dated May 1, 2008, incorporated by reference to Exhibit 10.21
of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.21
|
Trustee
Arrangement Letter, by and between China Networks Media Limited and Guan
Yong, dated May 1, 2008, incorporated by reference to Exhibit 10.22 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.22
|
Amended
Loan Agreement by and between Advertising Networks Limited, Li Shuangqing
and Guan Yong, dated October 7, 2008, incorporated by reference to Exhibit
10.23 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.23
|
Amended
Share Pledge Agreement between Advertising Networks Technology Consulting
(Beijing) Co., Ltd., Li Shuangqing and Guan Yong, dated October 7, 2008,
incorporated by reference to Exhibit 10.24 of the Company’s Registration
Statement on Form S-4 (SEC File No. 333-157026).
|
10.24
|
Amended
Share Purchase Option Agreement between Advertising Networks Limited, Li
Shuangqing, Guan Yong and Beijing Guanwang Hetong Advertising & Media
Co., Ltd., dated October 7, 2008, incorporated by reference to Exhibit
10.25 of the Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.25
|
Form
of 2008 Omnibus Securities and Incentive Plan, incorporated by reference
to Annex H of the Company’s proxy statement/prospectus included in the
Registration Statement on Form S-4 (SEC File No.
333-157026).
|
10.26
|
Form
of Lock-up Agreement between Alyst, the Company and each of Kerry Propper,
MediaInv. and Li Shuangqing, incorporated by reference to Exhibit C to the
Company’s Report on Form 6-K, filed July 2, 2009 (SEC File No.
001-34395).
|
10.27
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Michael E. Weksel, incorporated by reference to Exhibit 10.1 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.28
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Robert H. Davies, incorporated by reference to Exhibit 10.2 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.29
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
William E. Weksel, incorporated by reference to Exhibit 10.3 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.30
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Robert A. Schriesheim, incorporated by reference to Exhibit 10.4 to
Alyst’s Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.31
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Paul
Levy, incorporated by reference to Exhibit 10.5 to Alyst’s Registration
Statement on Form S-1 (SEC File No. 333-138699).
|
10.32
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Matthew Botwin, incorporated by reference to Exhibit 10.6 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.33
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Ira
Hollenberg IRA, incorporated by reference to Exhibit 10.7 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.34
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and Leon
Silverman Trust Fund, incorporated by reference to Exhibit 10.8 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.35
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Norbert W. Strauss, incorporated by reference to Exhibit 10.9 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.36
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and David
Strauss, incorporated by reference to Exhibit 10.10 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.37
|
Letter
Agreement among Alyst, Jesup & Lamont Securities Corporation and
Jonathan Strauss, incorporated by reference to Exhibit 10.11 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.38
|
Form
of Stock Escrow Agreement between Alyst, Continental Stock Transfer &
Trust Company and the initial stockholders of Alyst, incorporated by
reference to Exhibit 10.13 to Alyst’s Registration Statement on Form S-1
(SEC File No. 333-138699).
|
10.39
|
Form
of Warrant Escrow Agreement between Alyst, Continental Stock Transfer
& Trust Company and the Warrant Purchasers, incorporated by reference
to Exhibit 10.11 to Alyst’s Registration Statement on Form S-1 (SEC File
No. 333-138699).
|
10.40
|
Form
of Registration Rights Agreement among Alyst and the initial stockholders
of Alyst, incorporated by reference to Exhibit 10.16 to Alyst’s
Registration Statement on Form S-1 (SEC File No.
333-138699).
|
10.41
|
Form
of Subscription Agreements among Alyst, Graubard Miller and each of Dr.
William Weksel, Robert A. Schriesheim, Robert H. Davies, Michael E.
Weksel, Paul Levy, Ira Hollenberg IRA, Leon Silverman Trust Fund, Norbert
W. Strauss, David Strauss and Jonathan Strauss, incorporated by reference
to Exhibit 10.17 to Alyst’s Registration Statement on Form S-1 (SEC File
No.
333-138699).
|
10.42
|
Exclusive
Services Agreement between Beijing Guangwang Hetong Advertising &
Media co., Ltd and Advertising Networks Technology Consulting (WFOE) Co.,
Ltd., dated May 1, 2008, incorporated by reference to Exhibit 10.44 of the
Company’s Registration Statement on Form S-4 (SEC File No.
333-157026).
|
23.1
|
Consent
of UHY LLP.
|
23.2
|
Consent
of UHY Vocation HK CPA Limited.
|
23.3
|
Consent
of Maples & Calder LLP (included in Exhibit 5.1).
|
23.4
|
Consent
of McDermott Will & Emery LLP (included in Exhibit
5.2).
|
24.1
|
Power
of Attorney (included on signature page
hereof).
|