omniture

Xinhua Finance Ltd. Adopts Initiatives to Enhance Corporate Governance

2007-05-30 18:53 3296

SHANGHAI, May 30 /Xinhua-PRNewswire-FirstCall/ -- Xinhua Finance Limited ("XFL"; TSE Mothers: 9399; OTC ADRs: XHFNY) announced that it is undertaking a number of initiatives to continue enhancing its corporate governance policies and those of its subsidiary, Xinhua Finance Media ("XFMedia"; Nasdaq: XFML), as part of XFL's ongoing efforts to achieve best practices in corporate governance in each of the markets in which the company operates. These enhancements include:

-- Committing to having a majority of independent directors on the Boards

of both XFL and XFMedia as soon as possible (even though under the

relevant securities and exchange laws and rules, neither company is

required to do so);

-- Committing to create a lead independent director position on the Boards

of both XFL and XFMedia; and

-- Engaging Spencer Stuart, an internationally recognized executive search

firm, to identify world-class independent director candidates for the

XFL and XFMedia Boards.

(Logo: http://www.prnasia.com/sa/200702151700.gif )

XFL Chief Executive Officer Fredy Bush said, "Our business continues to be strong. In a few short years we have built in Xinhua Finance and XF Media companies which have the knowledge, the assets and the long-term relationships necessary to succeed in the China financial information and media businesses. As our businesses have become more global, we have evolved our governance practices to meet the standards of the new markets we have entered. XFL and XFMedia are currently fully compliant with all applicable regulations in the jurisdictions where we operate, but we recognize that there are ways in which we can further improve our corporate governance.

"The world-class products and services that Xinhua Finance provides -- which include ratings, indices, news, advisory, investor relations and financial data -- are all based on our track record of integrity and trust, and our clients have made clear that they continue to value and rely on the high quality work of our people. The important steps we are announcing today will help us to continue enhancing our corporate governance policies and practices as we remain intensely focused on building world-class, global businesses and creating value for our shareholders."

The XFMedia Board of Directors also previously announced that it has authorized XFMedia to repurchase up to $50 million in shares of XFMedia's common stock, in a sign of their confidence in the future of XFMedia's business. XFMedia will buy its shares in the open market and expects the purchases to be funded from existing and future cash reserves. The Company advised that XFL is constrained from buying back its stock at the present time due to the covenants of its 2006 bond issue.

Ms. Bush also sent the following letter today to shareholders of XFL:

May 30, 2007

Dear fellow shareholders,

As you probably know, Xinhua Finance Limited ("XFL") and its subsidiary, Xinhua Finance Media ("XFMedia"), have been on the receiving end of some particularly nasty and misleading press stories recently. I appreciate the support that so many of you have expressed, and am writing to you today in order to:

-- Set the record straight with respect to some of the unfair and

inaccurate reports that have been published about us;

-- Let you know of some accelerated governance improvements that we are

implementing to enhance our corporate structure and governance;

-- Assure you that our business and competitive position in China and the

U.S. remain as strong as ever, as evidenced by our strong first quarter

results; and

At Xinhua Finance, we are strongly committed to achieving best practices in corporate governance. It is important to understand that XFL is a China company organized under Cayman law that is listed on the Tokyo Stock Exchange. Like our subsidiary Xinhua Finance Media (which is listed on the NASDAQ Global Exchange in the U.S.), XFL has to meet the regulatory requirements in several jurisdictions. China has a uniquely complex legal regime -- this is especially true for media assets and one of the strengths of our company is that we have the knowledge and long-term relationships necessary to succeed in this business. Xinhua Finance Limited has grown from $18 million in revenue in 2003 to $175 million in 2006. During this time, we also have built, in XFMedia, a pioneering media company and created substantial opportunities that have never existed before in the China market. Clearly, the skills across these companies speak for themselves and the fundamentals of our business remain strong.

As Xinhua Finance and its businesses have become more global, we have structured our company to comply with applicable laws in China, Japan, the U.S. and other jurisdictions, always in consultation with highly-regarded independent legal counsel. We also have evolved our governance practices to meet the standards of the new markets we have entered, and our recent listing of XFMedia in the U.S. is no exception.

In keeping with our commitment to achieving best practices in corporate governance, we recognize that there are always ways in which governance can be further improved. To that end, Xinhua Finance Limited and XFMedia are accelerating a number of enhancements to our corporate governance practices as follows:

-- We are committed to having a majority of independent directors on the

Boards of both XFL and XFMedia as soon as possible (even though under

the relevant rules neither company is required to do so);

-- We are committed to creating a lead independent director position on

the Boards of both XFL and XFMedia;

-- We have engaged Spencer Stuart, an internationally recognized executive

search firm, to identify world-class independent director candidates

for the XFL and XFMedia Boards; and

-- We have established a committee to explore other ways in which we might

be able to enhance our corporate governance.

The high-quality products and services that Xinhua Finance provides its clients -- which include ratings, indices, news, advisory, investor relations and financial data -- are all based on our track record of integrity and trust. And we remain committed to our vision of building world-class businesses in China and the U.S. and adhering to and enhancing applicable standards of corporate governance and transparency. As all thoughtful governance experts acknowledge, this does not mean adhering to an ideal "one-size-fits-all" standard, but doing what is right and appropriate given the various jurisdictions where we are listed and conduct business.

In the course of XFMedia's recent IPO, the most important consideration (for the company and its first-tier underwriters) was to ensure that the material details of XFMedia's transactions and relationships were properly described in the prospectus. XFMedia and its underwriters, aided by world-class legal counsel, undertook an intensive due diligence process. I am sure you will appreciate that, because the misleading press reports have led to litigation, even if we consider it baseless, we are somewhat constrained in our ability to comment on every allegation and insinuation in the press -- no matter how outrageous. But we all believed and continue to believe that XFMedia's prospectus includes all material information that was required to be disclosed.

One last point I wish to touch on concerns recent personnel changes at Glass Lewis. The recent media onslaught was, after all, triggered by the vague and sweeping disparaging remarks about Xinhua Finance and its directors and officers made by a former reporter and Glass Lewis employee, as he was leaving the firm, stating that he was joining a Xinhua Finance competitor. This individual had given two weeks' notice on May 2, "to pursue other opportunities". On May 16, he sent his "amended resignation letter" purporting to state further reasons for leaving, which he promptly shared with colleagues in the press. The Glass Lewis team, led by KT Rabin, continues to be the most thoughtful and talented group of corporate governance professionals, and clients have made clear that they continue to value and rely on their high quality work.

Despite the frustration of these misleading media reports, we remain focused on running our business to create shareholder value, which is why you invested in our company, and on thoughtfully addressing the issues that have come out of this heightened focus on the structure and governance of Xinhua Finance Limited and XFMedia.

Please do not hesitate to contact me if you wish to discuss anything regarding the company or current developments. I would also welcome any suggestions you would like us to consider as we continue building XFL and XFMedia as premier global financial information and media companies and enhancing their corporate governance. I truly appreciate your ongoing support.

Sincerely,

Fredy Bush

CEO, Xinhua Finance Limited

About Xinhua Finance Limited

Xinhua Finance Limited is China's premier financial information and media service provider and is listed on the Mothers Board of the Tokyo Stock Exchange (symbol: 9399) (OTC ADRs: XHFNY). Bridging China's financial markets and the world, Xinhua Finance serves financial institutions, corporations and re-distributors through five focused and complementary service lines: Indices, Ratings, Financial News, Investor Relations, and Distribution. Founded in November 1999, the Company is headquartered in Shanghai, with offices and news bureaus spanning 14 countries worldwide. For more information, please visit: http://www.xinhuafinance.com .

About Xinhua Finance Media Limited

Xinhua Finance Media ("XFMedia"; Nasdaq: XFML) is China's leading diversified financial and entertainment media company targeting high net worth individuals nationwide. The company reaches its target audience via TV, radio, newspapers, magazines and other distribution channels. Through its five synergistic business groups, Advertising, Broadcast, Print, Production and Research, XFMedia offers a total solution empowering clients at every stage of the media process and keeping people connected and entertained. Headquartered in Beijing, the company has offices and affiliates in major cities of China including Beijing, Shanghai, Guangzhou, Shenzhen and Hong Kong. Xinhua Finance Media Limited is a subsidiary of Xinhua Finance Limited. For more information, please visit http://www.xinhuafinancemedia.com .

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, statements made about proposed changes to personnel and reporting structures and quotations from management in this announcement, as well as the companies strategic and operational plans, contain forward-looking statements. XFMedia may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about XFMedia's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, results of operations and financial condition; our ability to attract and retain customers; competition in the Chinese advertising market; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of ongoing, or any future, litigation or arbitration; risks associated with recent adverse press articles, the expected growth of the Chinese advertising and media market; and Chinese governmental policies relating to advertising and media. Further information regarding these and other risks is included in our registration statement on Form F-1, as amended, filed with the Securities and Exchange Commission. XFMedia does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Source: Xinhua Finance Limited
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