- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 5:21AM
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)
January 19, 2009
(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
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1
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NAMES OF REPORTING PERSONS
The Fredy Bush Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
98-0557724
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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5
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SOLE VOTING POWER
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NUMBER OF
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8,830,000 Class A Common Shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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8,830,000 Class A Common Shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,830,000 Class A Common Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9% based on 150,914,667 Class A Common Shares issued and outstanding as of February 10, 2009
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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2
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1
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NAMES OF REPORTING PERSONS
Dragon Era Group Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
98-0566504
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Hong Kong
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5
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SOLE VOTING POWER
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NUMBER OF
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8,830,000 Class A Common Shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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8,830,000 Class A Common Shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,830,000 Class A Common Shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.9% based on 150,914,667 Class A Common Shares issued and outstanding as of February 10, 2009
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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3
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 The Fredy Bush Trust and Dragon Era Group Limited (the “Trust” and “Dragon,” respectively).
This Amendment No. 1 reflects the change in the number of Class A Common Shares beneficially owned
by the Trust and Dragon.
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ITEM 1(a).
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NAME OF ISSUER:
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Xinhua Finance Media Limited (the “Issuer”)
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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2201, Tower D, Central International Trade Center, 6A Jian Wai Avenue,
Chaoyang District, Beijing 100022, People’s Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING:
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The Fredy Bush Trust
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Dragon Era Group Limited
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The Fredy Bush Trust
31/F, The Center
99 Queen’s Road Central
Hong Kong
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Dragon Era Group Limited
31/F, The Center
99 Queens Road Central
Hong Kong
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ITEM 2(c).
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CITIZENSHIP:
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The Trust is established under the laws of the Hong Kong. The place of organization of Dragon is Hong Kong.
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Class A Common Shares, par value $0.001 per share
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4
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ITEM 2(e).
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CUSIP NUMBER:
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G98285102
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ITEM 3.
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Not Applicable
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ITEM 4.
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OWNERSHIP:
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Sole power to
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Shared power to
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Amount
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Sole power to
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Shared power to
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dispose or to
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dispose or to
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Reporting
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beneficially
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Percent of
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vote or direct
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vote or to direct
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direct the
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direct the
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Person
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owned:
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class:
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the vote:
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the vote:
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disposition of:
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disposition of:
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The Fredy
Bush Trust
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8,830,000 Class A Common Shares
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5.9 %
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8,830,000 Class A Common Shares
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0
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8,830,000 Class A Common Shares
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0
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Dragon Era Group Limited
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8,830,000 Class A Common Shares
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5.9 %
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8,830,000 Class A Common Shares
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0
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8,830,000 Class A Common Shares
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0
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Dragon is the record owner of American depositary receipts
evidencing 4,412,500 American Depositary Shares of the Issuer,
representing 8,825,000 Class A Common Shares of the Issuer.
Dragon is also the record owner of 5,000 Class A Common Shares of
the Issuer. Dragon is wholly-owned by Super Tiger Limited, which
is in turn wholly-owned by the Trust, of which Equity Trust (HK)
Limited acts as the trustee. The Trust is an irrevocable
discretionary trust, and Fredy Bush is the settlor of the Trust.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable
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5
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable
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ITEM 10.
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CERTIFICATION
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Not applicable
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6
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 13, 2009
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The Fredy Bush Trust
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Equity Trust (HK) Limited in its capacity as
trustee of The Fredy Bush Trust
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By:
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/s/ Liu Kin Wai
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Name:
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Liu Kin Wai
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Title:
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Authorized Signatory
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Dragon Era Group Limited
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By:
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/s/ Venezia Ho
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Name:
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Venezia Ho
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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EXHIBIT A: Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Common Shares, par value $0.001 per
share, of Xinhua Finance Media Limited, a Cayman Islands company, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2009.
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The Fredy Bush Trust
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Equity Trust (HK) Limited in its capacity as
trustee of The Fredy Bush Trust
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By:
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/s/ Liu Kin Wai
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Name:
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Liu Kin Wai
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Title:
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Authorized Signatory
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Dragon Era Group Limited
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By:
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/s/ Venezia Ho
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Name:
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Venezia Ho
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Title:
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Director
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