Xinhua Finance Ltd. Adopts Initiatives to Enhance Corporate Governance
May 30 2007 - 7:56AM
PR Newswire (US)
SHANGHAI, China, 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: (Logo:
http://www.xprn.com/xprn/sa/200702151700.gif ) -- 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. 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. For more information: China Joy Tsang Tel:
+86-136-2179-1577 / +852-9486-4364 Email: United States Eric Andrus
Tel: +1-646-805-2010 Email: DATASOURCE: Xinhua Finance Limited
CONTACT: Joy Tsang of Xinhua Finance, +86-136-2179-1577, or
+852-948-64364, Eric Andrus in US, Eric Andrus, +1-646-805-2010,
Web site: http://www.xinhuafinance.com/
http://www.xinhuafinancemedia.com/
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