- Amended Statement of Ownership (SC 13G/A)
February 11 2009 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Xinhua Finance Media Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G98285102
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
1
|
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Xinhua Finance Limited
|
|
|
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
(a)
o
|
|
|
(b)
o
|
|
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Cayman Islands
|
|
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
|
|
NUMBER OF
|
|
50,054,618 Class A Common Shares
|
|
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
|
BENEFICIALLY
|
|
|
|
OWNED BY
|
|
0
|
|
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
|
REPORTING
|
|
|
|
PERSON
|
|
50,054,618 Class A Common Shares
|
|
|
|
|
|
|
WITH:
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
0
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
50,054,618 Class A Common Shares
|
|
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
|
|
o
|
|
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
|
|
33.2% based on 150,914,667 Class A common shares issued and outstanding as of February 9, 2009
|
|
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
|
|
HC
|
2
Explanatory Note
This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) is an amendment to the initial
statement on Schedule 13G, filed with the Securities and Exchange Commission on February 14, 2008,
of Xinhua Finance Limited (the “Record Holder”). This Amendment No. 1 reflects the conversion by
the Record Holder of all Class B Common Shares owned by the Record Holder into an equivalent number
of Class A Common Shares. The Class B Common Shares were entitled to ten votes per share, as
opposed to one vote per share for Class A Common Shares. As a result, the voting power of the
Record Holder has been reduced.
|
|
|
|
|
ITEM 1(a).
|
|
NAME OF ISSUER:
|
|
|
|
Xinhua Finance Media Limited (the “Issuer”)
|
|
|
|
|
|
ITEM 1(b).
|
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
|
|
|
2201, Tower D, Central International Trade Center, 6A Jian Wai Ave.,
Chaoyang District, Beijing 100022, People’s Republic of China
|
|
|
|
|
|
ITEM 2(a).
|
|
NAME OF PERSON FILING:
|
|
|
|
Xinhua Finance Limited
|
|
|
|
|
|
ITEM 2(b).
|
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
|
|
|
Xinhua Finance Limited
Room 3905-3909, Tower 1
Grand Gateway, 1 Hongqiao Lu
Shanghai 200030
|
|
|
|
|
|
ITEM 2(c).
|
|
CITIZENSHIP:
|
|
|
|
The place of organization of the Record Holder is Cayman Islands.
|
|
|
|
|
|
ITEM 2(d).
|
|
TITLE OF CLASS OF SECURITIES:
|
|
|
|
Class A Common Shares, par value $0.001 per share
|
|
|
|
|
|
ITEM 2(e).
|
|
CUSIP NUMBER:
|
|
|
|
G98285102
|
|
|
|
|
|
ITEM 3.
|
|
Not Applicable
|
|
|
|
|
|
ITEM 4.
|
|
OWNERSHIP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shared power
|
|
Sole power to
|
|
Shared power
|
|
|
|
Amount
|
|
|
|
|
|
Sole power to
|
|
to vote or to
|
|
dispose or to
|
|
to dispose or
|
|
Reporting
|
|
beneficially
|
|
Percent of
|
|
vote or direct
|
|
direct
|
|
direct the
|
|
to direct the
|
|
Person
|
|
owned:
|
|
class:
|
|
the vote:
|
|
the vote:
|
|
disposition of:
|
|
disposition of:
|
|
Xinhua
Finance
Limited
|
|
50,054,618
Class A
Common
Shares
|
|
|
33.2
|
%
|
|
50,054,618
Class A
Common
Shares
|
|
|
0
|
|
|
50,054,618
Class A
Common
Shares
|
|
|
0
|
|
3
|
|
|
|
|
ITEM 5.
|
|
OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS:
|
|
|
|
Not applicable
|
|
|
|
|
|
ITEM 6.
|
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
:
|
|
|
|
Not applicable
|
|
|
|
|
|
ITEM 7.
|
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
|
|
|
|
Not applicable
|
|
|
|
|
|
ITEM 8.
|
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
:
|
|
|
|
Not applicable
|
|
|
|
|
|
ITEM 9.
|
|
NOTICE OF DISSOLUTION OF GROUP
:
|
|
|
|
Not applicable
|
|
|
|
|
|
ITEM 10.
|
|
CERTIFICATION
:
|
|
|
|
Not applicable
|
4
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: February 11, 2009
|
|
|
|
|
|
|
|
Xinhua Finance Limited
|
|
|
|
/s/ Jae Lie
|
|
|
|
Name:
|
Jae Lie
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
5
Xinhua Finance Media Limited ADS (MM) (NASDAQ:XFML)
Historical Stock Chart
From Apr 2024 to May 2024
Xinhua Finance Media Limited ADS (MM) (NASDAQ:XFML)
Historical Stock Chart
From May 2023 to May 2024
