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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
XINHUA FINANCE LIMITED
(Incorporated in the Cayman Islands with limited liability) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at Orchard Room, 2nd floor of Annex of Hotel Okura (2-10-4 Toranomon, Minato-ku, Tokyo) on Thursday, April 20, 2006 at 1:30 pm (Tokyo time) together with reference materials are contained in this document. Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the form of proxy enclosed with this document, in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting to the Company’s transfer agent, Tricor Investor Services Limited at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong. Completion of the form of proxy shall not preclude you from attending and voting at the Annual General Meeting should you so wish.
In accordance with Cayman law, shareholders who held shares through a clearing system such as Japan Securities Settlement & Custody, Inc. (“JSSC”) on February 20, 2006 (including those who bought shares on Tokyo Stock Exchange on February 20, 2006), must exercise voting rights attaching to such deposited shares through the JSSC.
Such shareholders will, however, be permitted to attend at the meeting and ask questions provided they present the original enclosed Invitation at the entrance to the meeting. For more information, please consult your standing proxy in Japan or your local broker.
NOTICE OF ANNUAL GENERAL MEETING
XINHUA FINANCE LIMITED
(Incorporated in the Cayman Islands with limited liability) NOTICE OF CONVOCATION OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Thank you for your continued support of Xinhua Finance Limited (the “Company”).
You are hereby cordially invited to attend the 2006 Annual General Meeting of the Company to be held as follows. Please submit the enclosed proxy card to the reception at the meeting. In the event that you are unable to attend the meeting, you may exercise your voting rights via correspondence. Please read the reference documents below, indicate your approval or disapproval of the proposals on the agenda on the enclosed proxy card and return the card to the Company’s transfer agent, Tricor Investor Services Limited of Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong for the attention of Ms.
Angelina Shi by 4:00 p.m. on April 18, 2006, or hand it to the Chairman of the Meeting.
Details of the meeting
Date and time: April 20, 2006 at 1:30 pm (Tokyo time) Place: Orchard Room, 2nd floor of Annex of Hotel Okura (2-10-4 Toranomon, Minato-ku, Tokyo) Report on the business report and consolidated income statements for the period from 1 January 2005 to 31 December 2005 and consolidated balance sheets as of 31 December 2005.
NOTICE OF ANNUAL GENERAL MEETING
Re-election of director who would retire by rotation at the forthcoming annual general Appointment of Li Shantong as an additional director.
Appointment of Sun Jiong as an additional director.
Authorization to the Directors to fix the auditors’ remuneration.
Grant of a mandate to the Directors to have the authority to undertake a share split by way of capitalization of reserves, in the ratio of one share for every share presently held until the one year anniversary of the forthcoming Annual General Meeting.
The Business Report, consolidated income statements, consolidated balance sheets and auditors report to be provided along with the Notice of Annual General Meeting of Shareholders, reference information regarding exercise of right to vote on resolutions and the substance of agenda items are Fredy Bush
In accordance with Cayman law, only registered shareholders whose names appear on the Company’s share registry are permitted to vote in person at the AGM. Accordingly, shareholders who held shares through Japan Securities Settlement & Custody, Inc. (“JSSC”) on February 20, 2006 (including those who bought shares on Tokyo Stock Exchange on February 20, 2006), must exercise voting rights attaching to such deposited shares through the JSSC.
Such shareholders will, however, be permitted to attend at the meeting and ask questions provided they bring the original enclosed Invitation. For more information, please consult your standing proxy in Japan or your local BUSINESS REPORT
Reporting Matter
Report on the business report and consolidated income statements for the period from January 1, 2005 to December 31, 2005 and consolidated balance sheets as of December 31, 2005 BUSINESS REPORT FOR THE YEAR ENDED DECEMBER 31, 2005
(JANUARY 1, 2005 - DECEMBER 31, 2005)
Overview of Operations
In 2005, the Company achieved significant growth, increasing turnover by 84% to US$110,010 thousand (¥12,988,885 thousand), compared to fiscal year 2004. Our main strategic focus for 2005 was to deepen our core service lines of market indices, ratings, financial news, and investor relations. In line with this strategic focus, we developed and launched new products tailored specifically for China’s financial markets. We also brought in additional niche expertise through two successful acquisitions in financial news and investor relations. In regards to our expanding operations, we focused on augmenting our global cross-selling efforts to ensure optimal distribution of our products and services worldwide and effective integration of our new and prior year acquisitions. As a natural extension of our commitment to the China market and focus on financial information and media services, in 2005 we also began to add new distribution channels for our products and services. Through deepening our distribution in China, we are able to leverage our existing financial information and content on multiple platforms, reaching a wider audience and In our Indices service line, we further solidified our position as the main China index
provider both in the China domestic market as well as for the international investment community.
We continued to launch tailored products to meet our client demands in China and worldwide.
Xinhua FTSE HK Investment Index and the Xinhua FTSE HK ex-H Investment Share Index - tailor-made for domestic funds participating in China’s Qualified Domestic Institutional Investor (“QDII”) scheme for overseas investments Xinhua FTSE High Yield 150 Index - bringing the internationally recognized “high dividend yield” concept to the China markets Xinhua FTSE Insurance Investment Index - first index in the China market designed to meet new regulatory requirements set by the China Insurance Regulatory Commission for insurance companies directly investing in China’s A-share market BUSINESS REPORT
12 new funds in China adopted our index products in 2005, including such examples as China Asset Management selecting our High Yield 150 index to launch the first high yield fund in China and China Nature adopting the Xinhua FTSE 200 Index for its Core Satellite Fund. Also, China Life Insurance Company Limited adopted our Xinhua FTSE Insurance Investment Index for benchmarking. Currently, we have approximately US$2.5 billion in China-based funds and US$4.4 billion in international funds tracking our indices.
In our Ratings service line, we provided 110 company ratings in 2005 and consulted on
over 30 commercial paper ratings. We also launched our China sector reports service, covering China’s Oil and Gas, Petrochemical and Brokerage industries. Our Brokerage sector report garnered international recognition through its analysis of the severe distress in China’s brokerage industry and accurate prediction that regulators would ease restrictions on international investments in China’s brokerage firms. This report was quoted widely in international media, including the Financial Times, International Herald Tribune and Bloomberg TV. We were also the first to assign money market fund ratings in China through our rating of the Prudential Everbright Money Market Fund in April 2005. Our head of Ratings continues to be the only industry representative from China in the Best Practice Committee of the Association of Credit Ratings Agencies in Asia We also launched our online China corporate database, Xinhua Finance China Insight, using our U.S. subsidiary Mergent’s technology platform and database management expertise, and are in the process of developing Chinese and Korean versions.
Our Financial News and Analysis service line continued to expand its service offerings
based on client demand and market opportunity. We launched the Xinhua G7 China Service, bringing China-specific government and fiscal policy analysis to investors worldwide. We also launched the quarterly China Business Sentiment Survey, China Reality Check news stories and Daily China News Briefings services, bringing clients worldwide a closer and more in-depth view of the China financial and commercial markets. We continue to beat our competitors in speed to market, as exemplified in July 2005 when we were the first English news service to report China’s reevaluation of the renmenbi. We continued to extend our footprint across Asia in our fixed income and forex news service offerings, adding correspondents in Beijing, Tokyo and Singapore.
Globally we continue to deepen our service offerings and extend our sales channels throughout the U.S. and Europe. Our acquisition of Washington Analysis Corporation, a well-recognized economic and political advisory firm, strengthened our government policy analytic capabilities and complements our G7 Group subsidiary. Washington Analysis was voted the top macro/Washington research firm among all independent research firms in Institutional Investor Magazine’s 2005 All- BUSINESS REPORT
In our Investor Relations service line, we enhanced our service offerings significantly
through our acquisition of Taylor Rafferty Associates Inc. (“Taylor Rafferty”), a global independent investor relations and financial communications advisory firm. Taylor Rafferty assists private companies on IPO roadshows as well as ongoing investor roadshows for public companies.
Additionally, Taylor Rafferty offers shareholder analysis and investor targeting and marketing programs for publicly listed companies to diversify and globalize their investor base. Taylor Rafferty’s global investor relations expertise complements our existing China-focused investor relations and public relations services and can assist Chinese companies looking at international markets. Our China corporate announcements services continued to grow over the year, with number of clients increasing by 85% and a client retention rate of 75%. We also launched a new service, XPRN Investor Wire, which allows China companies to reach a global investment audience through Taylor Rafferty’s global database of investment professionals developed over the past 20 years. In line with our focus on increasing corporate governance awareness in China, we have also launched a service bringing together key executives from China corporations, investors, reporters, analysts, government officials and stock exchange representatives to exchange expertise and build invaluable contact networks. Internationally, we continue to work with every Chinese company Our capital expenditures primarily consist of the purchase of computer equipment for data storage, networking purposes and delivery of information to clients. Total capital expenditures were US$3,566 thousand (¥420,989 thousand) for the twelve months ended December 31, 2005.
Primary financing sources for the twelve months of 2005 were proceeds from our fundraising exercises, including an issue of shares by way of third party allotment to strategic and financial investors, which raised approximately US$78,749 thousand (¥9,297,952 thousand) in net proceeds In order to diversify our funding sources, the Company also secured an increased three year term facility with ABN Amro Bank N.V. to the amount of US$24 million (equivalent of approximately 2,833,680 thousand Yen) in April 2005. This facility was utilized in 2005 and is paid back in full as of the date of this notice.
BUSINESS REPORT
As our operations continue to expand within China and globally, we rely on effective execution of our growth strategy and optimal management of our operations for our continued success. To this goal, we have in place various committees that oversee key areas of internal control such as our Executive Committee, Investment Committee, Audit Committee and Compensation Committee. Efficient communication between our global executive team and our staff worldwide at all levels of our operations plays an important role in maximizing efficiency and discerning cost savings throughout the Company. We also hold global sales meetings bringing together the key members of our international sales force to encourage cross-selling across our complementary service lines and share client feedback for product enhancement and development.
Also, we intend to make strategic acquisitions if and when such acquisitions fit within our overall strategy, either by deepening our service offerings or increasing our distribution network in China and globally. Proper selection of appropriate targets and their effective subsequent integration into our Group are critical to the success of this strategy, as evidenced in our track record of successful acquisitions thus far. We carefully screen potential targets to ensure that they fit into our business strategy and conduct due diligence on short-listed candidates to assess the quality of their management. In addition to selecting well-managed operations, we further ensure that our acquired companies continue to operate efficiently and effectively by retaining key management members. Also, transactions are structured to minimize commercial risks and protect the interests Looking forward, we expect to further advance our financial media strategy of leveraging our unique content, established brand name and existing customer base across multiple media distribution platforms in China. This strategy will, on one hand, add new distribution channels for our brand and our existing financial information content and, on the other hand, allow us to derive additional revenue from our existing and potential client base.
In 2005, we implemented major strategic initiatives in China, including: Enabled distribution of Xinhua Finance’s financial information onto TV platforms through acquisition of Beijing Century Media Culture Co (“Beijing Century Media Culture”), a television consulting company in China Enabled distribution of Xinhua Finance’s financial information onto print media through acquisition of EconWorld Media Ltd (“EconWorld”), a financial publisher, which has a magazine and publishing platform in China Began distribution of Xinhua Finance’s financial information onto radio platforms through production of Xinhua Finance market update radio programs which are broadcast daily on the only bilingual radio channel in Beijing (91.5FM) and in Shanghai BUSINESS REPORT
Secured access to China’s advertising market, including print, broadcast and online distribution channels, through acquisition of Ming Shing International Ltd. (“Ming Further developed desktop terminal business, focusing on commodities and futures data with the intention of expanding into other key asset classes such as equity, fixed Our current customer base of financial institutions and corporations are prime candidates for advertising through the media distribution network that we have developed, since these media points target the “high net worth” individual demographic that our clients are interested in advertising to within China. Our existing and potential customers would not only be able to subscribe to our information for their business needs, but they would also be able to promote themselves through the advertising slots during our television programs and in our financial magazine publications.
Besides television and print media, other financial media channels include desktop terminals, broadcasting and online distribution.
This year, we particularly established the two primary building blocks of our financial media strategy to capture this new advertising revenue stream. Beijing Century Media Culture has the capability to produce television programs based on our existing financial content, and Ming Shing’s advertising license is expected to enable us to derive revenue from advertising slots. By being involved at both the production level and the advertising level, we expect to be well- positioned to match content and advertisements within these media distribution points that would be appealing to China’s “high net worth” individual demographic and therefore valuable to our Our vision for the future is to continue to set the standard and be the standard for China’s financial markets. We have been committed to providing products that are essential for making well-informed investment decisions. We have brought in internationally proven standards of excellence and localized them for China. The high net worth individuals in China who are buying their first homes and applying for their first credit cards are the same individuals who are buying the stocks, bonds, and funds that are built around our products. Through the proven quality of our products and the increasing awareness of our brand name, we are well positioned to be the service provider that this target demographic can turn to for their financial information and media needs.
The effective execution of our financial media strategy and the successful penetration into this target demographic are expected to be integral steps in achieving our vision of being the standard BUSINESS REPORT
Fiscal Year Ended
December 31, 2005
Defined as operating income or loss plus depreciation, amortization and amortization of goodwill.
Consumption tax is not included in turnover.
Regarding net assets per share the suspense account of share exchange included in retained earnings The financial statements of the Group are stated in U.S. dollars. In accordance with Article 130 of the Financial Statements rules, the amounts in Japanese yen are calculated by the foreign currency exchange rate (middle rate), being US$1.00=118.07, from the Tokyo Foreign Exchange Market as of December 30, 2005. U.S. dollar amounts are presented in thousands (rounded), and Japanese yen amounts are stated in thousands (rounded). Please note that these Japanese yen amounts are stated only for the purpose of convenience. Therefore it is not assured that the amounts in U.S. dollars could be exchanged to Japanese yen amounts calculated by the above-mentioned exchange rate.
We define EBITDA in relation to our Japanese GAAP financial statements as operating income or loss plus depreciation, amortization and amortization of goodwill. EBITDA is presented because we believe that it is an important measure of our financial performance. EBITDA is not a Japanese GAAP measurement and should not be considered in isolation or as a substitute for income or cash flow statement data prepared in accordance with applicable generally accepted accounting principles.
It should be understood that items excluded in calculating EBITDA, such as depreciation and amortization, are significant components in understanding and assessing the Company’s performance.
The disclosure documents of the Group included in this document have been prepared in accordance with Disclosure Rules for Financial Statements and in conformity with generally accepted accounting principles in Japan (Japanese GAAP).
BUSINESS REPORT
EBITDA was US$18,787 thousand (¥2,218,226 thousand) for the twelve months ended December 31, 2005, representing 17.1% of sales for the same period. EBITDA is calculated by taking operating earnings or loss and adding back the following items in selling, general and (1) depreciation; (2) amortization; and (3) amortization of goodwill.
EBITDA is presented because we believe it is an important measure of our financial performance. Due to the nature of our industry and extent of our acquisition activities, a large portion of our assets consists of purchase goodwill. Purchase goodwill represents the excess of the aggregate purchase price over the fair values of the net assets of the business acquired and is required to be amortized under Japanese GAAP. Since amortization expense is a non-cash expense, we view EBITDA as an important measure of our cash flow and over-all financial performance.
We also prepare financial statements in accordance with International Financial Reporting Standards (IFRS) to meet the needs of global investors. The following table sets forth certain line items of our results of operations under IFRS for the fiscal year ended December 31, 2005 and has Fiscal Year Ended
December 31, 2005
Defined as net income before interest, tax, depreciation and amortization.
Overview of the Company (as of December 31, 2005)
The Company’s principal business is the provision of financial information products focused on China’s financial markets. We provide market indices, ratings, financial news and analysis and investor relations for China and the international markets.
Head Office Address: 3905-09 1 Grand Gateway, 1 Hong Qiao Lu, Shanghai 200030, People’s BUSINESS REPORT
Total Number of Authorized Shares: 2,500,000 shares Total Number of Issued Shares: 815,477.29 shares (as of December 31, 2005) Number of Shareholders: 163 shareholders* (as of February 20, 2006) Shareholders who held shares through Japan Securities Settlement & Custody, Inc. are registered in the name of Horsford Nominees Limited and are counted as one shareholder.
Acquisition, Disposal and Holding of Stock The Company has not acquired or disposed of any Company shares in 2005.
Number of
Change from
Average Age
Average Length
Employees
End of Previous Term
of Service (years)
The number of employees stated above covers all employees engaged in operations.
In addition to the employees described above, the company employs 7 persons on a contract basis.
The information provided above is on a consolidated basis.
Number and Voting Right
Percentage of Company’s
Shares, which the
Type of Loan
Loan Amount
Lender Owns
This facility was utilized in 2005 and paid back in full as of the date of this notice.
BUSINESS REPORT
Position
Responsibilities
BUSINESS REPORT
Position
Responsibilities
Among the directors, Dennis Lindsay Pelino, John MacLeod Williams and Shelly Singhal The Committee System of the Company as of March 10, 2006 is as follows: BUSINESS REPORT
Position
Responsibilities
BUSINESS REPORT
Matters Concerning Principal Business Combinations Equity held by
Company Name
the Company (%)
Main Business
BUSINESS REPORT
Equity held by
Company Name
the Company (%)
Main Business
BUSINESS REPORT
Equity held by
Company Name
the Company (%)
Main Business
BUSINESS REPORT
Equity held by
Company Name
the Company (%)
Main Business
BUSINESS REPORT
Events and results related to business combination The Company has 42 consolidated subsidiaries, including the principal subsidiaries listed above, and 1 affiliate subject to the equity method.
Consolidated sales totaled US$110,010 thousand (¥12,988,885 thousand), and consolidated net loss was US$2,814 thousand (¥332,299 thousand).
Subscription Rights Issued for the Purpose of Granting Stock Options (as at December
31, 2005)
Subscription rights currently issued under Issue price of the new subscription rights Conditions for exercising subscription rights: The amount to be paid in for exercise of subscription rights per share: 39 shares at an exercise price of US$533.33 per share or such price as 39 shares from November 1, 2004 to December 1, 2006 Note: Options granted to 3 Directors in 2004 to subscribe for a total of 108 shares expired BUSINESS REPORT
Subscription rights currently issued under certain warrants Issue price of the new subscription rights Conditions for exercising subscription rights: The amount to be paid in for exercise of subscription rights per share: 3,900 shares from October 1, 2004 to September 30, 2008 294 shares from October 1, 2004 to September 30, 2008 Subscription rights currently issued to employees: Class and number of shares to be reserved Conditions for exercising subscription rights: The amount to be paid in for exercise of subscription rights per share: From February 9, 2005 to February 9, 2015 BUSINESS REPORT
Subscription rights currently issued to vendors in connection with the acquisition of a Issue price of the new subscription rights Conditions for exercising subscription rights: The amount to be paid in for exercise of subscription rights per share:- 7,164 shares be issued and credited as fully paid at par should certain milestones (such as reaching the pre-determined revenue target) are met Matters to be Necessary for the Performance of Functions of the Audit Committee An Audit Committee consisting of two independent non-executive directors of the Company has been established. The purpose of the Audit Committee is to assist the board by reviewing (i) quarterly, interim and annual financial information of the Company; (ii) external and internal audit reports; and (iii) systems of corporate governance and control which management and the board The Audit Committee has full and unlimited access to all books and accounts of the Company and has the following duties and responsibilities: reviewing, in draft form, the Company’s annual report and accounts, half-year report and quarterly reports and providing advice and comments thereon to the board; reviewing and supervising the Company’s financial reporting and internal control monitoring the execution of duties of directors and executive officers.
Deloitte Touche Tohmatsu, outside auditors, which are independent from the corporate body of the Company, have been appointed as the auditors of the Company. The financial statements of the Company are audited by the outside auditors in accordance with Japanese GAAP and IFRS.
The outside auditors make a written report thereon in accordance with the generally accepted auditing standards in Japan and IFRS and the report of the outside auditors is submitted to the BUSINESS REPORT
Compensation Committee’s Policies about Directors and Executive Officers’ Compensation The Company has established a Compensation Committee consisting of two independent non-executive directors of the Company. The purpose of the Compensation Committee is to assist the board by reviewing and determining the compensation to be paid to employees and officers of the Company. The Committee is authorized to do all things that the board would otherwise be authorized to do in respect of compensation of officers and employees of the Company and full minutes of all meetings of the Compensation Committee must be kept and filed with the Company.
Bonuses and other compensation paid to Directors and Statutory Auditors The compensation for directors is determined by the board and in turn may be delegated to the Compensation Committee established by the board. The Compensation Committee consists of two independent non-executive directors and persons who are not executive officers of the Company. Such remuneration shall be divided amongst the members of the board in such proportions and in such manner as the board or the Compensation Committee (as the case may be) may agree, or, failing agreement, equally, except that any director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day. The total amount paid to directors as their compensation in the fiscal year 2005 The compensation for outside auditors is determined by shareholders at the general meeting or in such manner as the shareholders may determine. The total amount paid to outside auditors as their compensation in the fiscal year 2005 was US$1,073,538.
The Investment Committee was established by the Board of Directors on 17 November, 2005. It has the authority to review and approve merger and investment transactions proposed by Company’s management valued in an amount not to exceed, for any particular transaction, up to US$2,000,000 in cash, stock or a combination thereof. It consists of three directors, two of whom BUSINESS REPORT
Subsequent Events
At December 31, 2005, the balance for the three year term facility with ABN Amro Bank N.V. was US$22.3 million (2,632,961 thousand Yen). This facility was paid back in full in January 2006.
The Company completed the acquisition of Chinese advertising group Ming Shing International Ltd. (“Ming Shing”) in January 2006. Ming Shing specializes in TV, radio and print. The initial cash payment for the acquisition was US$29 million. Further payment in cash and stock will be payable based on Ming Shing’s financial performance in 2005, 2006 and 2007.
The Company signed an agreement for the purchase of 100% of the equity of Beijing Alpha Financial Engineering Company (“Beijing Alpha”), a company engaged in the development of financial engineering and risk management systems in China. The purchase price will be paid over a period of three years, in an amount linked to the performance of Beijing Alpha in 2005, 2006, 2007 and 2008. The total consideration is estimated at USD 2,000,000, and the transaction is expected to complete within 90 CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
CONSOLIDATED BALANCE SHEETS
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(As of December 31, 2005)
(As of December 31, 2004)
88,118 10,404,071
2,248,946
117,004 13,814,668
Property and equipmentBuildings and structures (75,444)
1,100,743
(467,521)
185,934 21,953,270
189,419 22,364,657
2,758,979
29,523 3,485,817
6,626,568
251,813 29,731,509
368,817 43,546,177 100.0
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
CONSOLIDATED BALANCE SHEETS (continued)
Consolidated fiscal year –
Consolidated fiscal year –
current year
prior year
(As of December 31, 2005)
(As of December 31, 2004)
LIABILITIES
I
2,519,746
2,049,162
1,839,083
8,938,978
1,298,540
Long-term promissory notes (non-operating) 1,303,457
10,242,436
MINORITY INTERESTS
Minority interests
CAPITAL AND RESERVES
I
36,951,925
(35,485)
(4,189,667)
IV Unrealized loss on available-for-sale securities (15,454)
32,993,684
Total liabilities, minority interests and 43,546,177
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
CONSOLIDATED INCOME STATEMENTS
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(From January 1, 2005 to December 31, 2005)
(From January 1, 2004 to December 31, 2004)
110,010 12,988,885 100.0
5,366,860
7,622,025
2,307,536
2,495,341
7,212,132
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
CONSOLIDATED INCOME STATEMENTS (continued)
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(From January 1, 2005 to December 31, 2005)
(From January 1, 2004 to December 31, 2004)
minority interests and distributionof profits (allocation of losses)from joint alliances VIII Distribution of profits (allocation of (33,863) (0.2)
(30,695)
332,299 (2.6)
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
FOOTNOTES
CONSOLIDATED BALANCE SHEETS
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(As of December 31, 2005)
(As of December 31, 2004)
“minority interests” is that the Company “minority interests” based on a contract with LTD., which is a subsidiary of the Company FTSE are jointly liable for the deficit of the The amount represents the deposit paid for The amount represents the deposit paid for the acquisition of an equity share of a credit rating agency in the People’s Republic of The brand name and distribution rights are combined together in one set of contracts and are therefore accounted for in a single account. Another intangible asset that relates to a separate brand name license right and a trademark is included in this account as well.
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(As of December 31, 2005)
(As of December 31, 2004)
Assets collateralized
Assets collateralized
Correspondent obligation
subsidiaries (the total net assets amount of t h o u s a n d ) , w h i c h a r e e l i m i n a t e d o n consolidation, have been pledged as collateral for the bank commitment line of USD 24,000 Correspondent obligation
(including obligations for operating lease) CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(As of December 31, 2005)
(As of December 31, 2004)
Other payables and long-term other payables include part of the consideration for the consideration for the acquisition of shares of Associates, Inc., Washington Analysis, LLC Research Associates, Inc. The consideration for the acquisition of shares of Stone & N e t w o r k C o n s u l t i n g C o . , L t d . T h e consideration for the acquisition of shares fluctuate since the final payments are based of these companies could fluctuate since the operating results of the respective company.
This promissory note was issued as part of the consideration for the acquisition of shares of Ford Investor Services Inc., which became during the period. The consideration for the acquisition of shares could fluctuate since the final payment is based on future operating a d d i t i o n a l o b l i ga t i o n s d u e u n d e r t h e terminated Ford executive bonus plan.
shares of Taylor Rafferty Associates, Inc., shares of Market News International, Inc., P o b o D a t a a n d I n f o r m a t i o n N e t wo r k Research Associates, Inc. could fluctuate Consulting Co., Ltd. could fluctuate since since the final payments are based on the the final payments are based on the future future operating results of the respective operating results of the respective company.
Services Inc. could fluctuate since the final a d d i t i o n a l o b l i ga t i o n s d u e u n d e r t h e terminated Ford executive bonus plan.
CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(As of December 31, 2005)
(As of December 31, 2004)
Market News International, Inc. have a line of credit agreements with banks. The amount line of credit and the balance outstanding o u t s t a n d i n g u n d e r t h e a g r e e m e n t s a t under the agreements at December 31, 2005 Under the line of credit agreement held by Xinhua Mergent Holdings Limited, the following covenants ratio of consolidated total debt at any time EBITDA for that relevant period shall not at interest coverage ratio for each relevant CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
CONSOLIDATED INCOME STATEMENTS
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(From January 1, 2005 to December 31, 2005)
(From January 1, 2004 to December 31, 2004)
Expenses directly relating to share issuance Expenses directly relating to share issuance are presented as “share issuance related are presented as “share issuance related expenses,” which include “share issuance expenses,” which include “share issuance The Group recognized losses on impairment for an asset group presented below for the Recognized losses
Grouping is basically implemented by each company unit. However, if it is possible to identify cashflows from an individual asset, recoverable amount is determined for each arising from the above assets, the carrying recoverable amount, and the reduced amount was recorded as loss on impairment in the ex t r a o r d i n a r y l o s s e s s e c t i o n o f t h e CONSOLIDATED FINANCIAL STATEMENTS UNDER JAPAN GAAP
(GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN JAPAN)
(FOR THE YEAR ENDED DECEMBER 31, 2005)
Consolidated fiscal year – current year
Consolidated fiscal year – prior year
(From January 1, 2005 to December 31, 2005)
(From January 1, 2004 to December 31, 2004)
was determined based upon value in use.
at the entire carrying amount of the asset in the Consolidated Income Statements.
in the Consolidated Income Statements.
AUDITORS’ REPORT
INDEPENDENT AUDITORS’ REPORT
We have audited the consolidated financial statements, namely, the consolidated balance sheet and the related statements of consolidated income, appropriations of consolidated retained earnings, and consolidated cash flows, and consolidated supplementary schedules of Xinhua Finance Limited and consolidated subsidiaries for the fiscal year from January 1, 2004 to December 31, 2004. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Xinhua Finance Limited and consolidated subsidiaries as of December 31, 2004, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in Japan.
Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law.
The above represents a translation, for convenience only, of the original report issued in the AUDITORS’ REPORT
INDEPENDENT AUDITORS’ REPORT
We have audited the consolidated financial statements, namely, the consolidated balance sheet and the related statements of consolidated income, appropriations of consolidated retained earnings, and consolidated cash flows, and consolidated supplementary schedules of Xinhua Finance Limited and consolidated subsidiaries for the fiscal year from January 1, 2005 to December 31, 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Xinhua Finance Limited and consolidated subsidiaries as of December 31, 2005, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in Japan.
Our firm and the engagement partners do not have any financial interest in the Company for which disclosure is required under the provisions of the Certified Public Accountants Law.
The above represents a translation, for convenience only, of the original report issued in the REPORT OF THE AUDIT COMMITTEE
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the “Committee”) is comprised of the two
independent directors named below. The Committee has adopted a written charter which has been approved by the Board of Directors. The Committee has reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. Deloitte Touche Tohmatsu (“Deloitte”), the Company’s independent auditors for 2005, are responsible for expressing
an opinion on the conformity of the Company’s audited financial statements with international and Japanese generally accepted accounting principles.
Based on the considerations referred to above, the Committee recommends to the Board of Directors that the audited financial statements be included in the Company’s Securities Report for 2005 and that Deloitte be appointed independent auditors of the Company for 2006. The foregoing report is provided by the following independent directors, who constitute the Audit Committee.
AGENDA AND THE REFERENCE MATERIAL
REFERENCE MATERIAL REGARDING THE EXERCISE OF VOTING RIGHTS
Total number of voting rights owned by all shareholders: 823,078.79 (as of February 20, 2006) AGENDA AND THE REFERENCE MATERIAL:
Item No. 1: Election of Director
Pursuant to Article 67(1) of the Articles of Association of the Company, at each annual general meeting, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from office by rotation provided that the Chairman of the Board and the Managing Director shall not be subject to retirement by rotation or be taken into account in determining the number of Directors to retire each year.
Article 67(3) of the Articles of Association provides that a retiring Director shall be eligible for reelection and that the Directors to retire shall be those who have been longest in office.
The Company has seven Directors, including the Chairman of the Board and a Managing Director who are not subject to retirement by rotation every year. Accordingly, one-third of five Directors (i.e. one Director) shall retire from office by rotation at the forthcoming Annual General Meeting. Mr. Jae Lie, who has been longest in office shall retire from office and being eligible, shall offer himself for re- election at the forthcoming Annual General Meeting.
Brief information of Mr. Jae Lie is as follows:- Number of
Position
Personal history
shares owned
AGENDA AND THE REFERENCE MATERIAL
Item No. 2: To appoint Li Shantong as an Additional Director
Pursuant to Article 67(2) of the Articles of Association of the Company, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an As the Company grows and expands along with the Chinese financial markets, the Company has entered into a co-operation agreement with China Development Research Foundation (“Foundation”) of State Council’s Development Research Center of the PRC which will work together to raise standards in China’s corporate and financial market activities. The Company has agreed with the Foundation that the Foundation will provide a representative (Ms. Li Shantong) to serve on the board of the Company, subject to shareholders’ approval.
Brief information of Ms. Li Shantong is as follows:- Number of
Personal history
shares owned
Ms. Li has extensive experience in funding and research.
She is a senior research fellow, member of the National Committee of Chinese People’s Political Consultative Conference, Vice President of Academic Committee of China Development Research Foundation, Director General, Department of Development Strategy and Regional Economy, Development Research Center, the State Council, PRC.
Ms. Li holds a Bachelor Degree in Mathematics and a Master of Science Degree in Mathematics from AGENDA AND THE REFERENCE MATERIAL
Item No. 3: To appoint Sun Jiong as an Additional Director
To strength our service lines and enhance our ability to grow, the Company is pleased to nominate Mr. Sun Jiong to the board of the Company, subject to shareholders’ approval.
Brief information of Mr. Sun Jiong is as follows:- Number of
Personal history
shares owned
Mr. Sun Jiong is currently the Managing Director, Investor Relations Division. He is responsible for planning and executing the Company’s IR strategy, mainly focusing on Japan market. Having worked at companies in Hong Kong and Nigeria before advancing to Japan in 1995, Mr. Sun possesses a broad range of international business experiences. By establishing Netchina, a Tokyo-based company providing China and Hong Kong financial information and business consultant services, which was acquired and renamed by Xinhua Finance as Xinhua Finance Japan in 2003, Mr. Sun has built good connections with financial markets and other businesses in both Japan and China. With his 10-year experience in Japan, Mr. Sun instrumentally facilitates mutual communications between the Company and its Japanese investors.
He speaks Mandarin, Japanese, and English.
Item No. 4: To Re-appoint Auditors
Pursuant to Article 129 of the Articles of Association of the Company, at the annual general meeting or extraordinary general meeting, the shareholders shall appoint auditors to audit the accounts of the Company. The current auditors of the Company are Deloitte Touche Tohmatsu (“Deloitte”). The Company is satisfied with the work performed by Deloitte and proposes that Deloitte be re-appointed Item No. 5: To Authorise the Directors to Fix the Auditors’ Remuneration
Pursuant to Article 131 of the Articles of Association of the Company, the remuneration of the auditors shall be fixed by the Company in general meeting or in such manner as the shareholders may The Company proposes that the Directors be authorized to fix the remuneration of the auditors.
AGENDA AND THE REFERENCE MATERIAL
Item No. 6: Granting of a mandate to the Directors to have the authority to declare a stock split
The Directors are seeking authority from the shareholders to declare a stock split, in the ratio of one share for every share presently held until the one year anniversary of the forthcoming Annual Why is shareholders approval needed for a stock split?
Under Cayman law, and the Company’s Articles of Association, the approval of shareholders is required for any split or reverse split of the Company’s shares. However, the Company’s Articles give shareholders the right to delegate the authority to undertake a share split to the Company’s Board of Directors if the split is achieved through a bonus issue of shares from the Company’s share premium Why are we asking shareholders to consider this proposal?
The Board believes that it is in the interest of shareholders of the Company for the Board to have the discretion to implement a share split to position the Company’s share price at a level that is typical of other widely-owned public companies. The Company anticipates that a split would benefit all shareholders by enhancing liquidity, reducing price volatility and expanding the Company’s stockholder base.
Is Xinhua Finance going to implement a stock split?
Xinhua Finance board of directors believes that it is in the interest of the shareholders of the Company for the board to have the authority to implement a share split of one share for every share presently held until April 20, 2007. The Board’s decision on whether and when to undertake a share split will be based primarily on the price level of the Company’s common shares, the volume of trading and the expected stability of that price level.
When would a stock split become effective?
The stock split would only become effective after the Board makes the decision to implement a stock split. This decision can be made at any time the Board deems appropriate before April 20, 2007.
How would a share split affect the price of your common shares?
If implemented, as a result of the increase in the number of Xinhua Finance common shares at the time of the stock split, the price per Xinhua Finance common share will decrease. For example, in a 2 to 1 split, for every one share that you own prior to the record date, you will receive one additional share after the split becomes effective. As a result, the number of issued shares is expected to double, and the price at which the stock trades is expected to be reduced by half. However, there is no assurance that the post- stock split price will be equal to or greater than the consolidation ratio multiplied by the pre stock AGENDA AND THE REFERENCE MATERIAL
If a share split occurs, when would I receive my new shares?
All shareholders on the record date for the split would be entitled to receive the additional shares resulting from the split. These shares would be provided to shareholders on the distribution date. The distribution date and the record date and further details regarding the implementation of the split would be provided to shareholders approximately one month before the record date for the split.
As to shares to be allocated to beneficial shareholders who beneficially hold the share certificates under the Book-Entry Transfer System for Foreign Share Certificates of Japan, Japan Securities Settlement & Custody, Inc. (JSSC), in principle, credits such shares to participants’ accounts with respect to such beneficial shareholders immediately after JSSC receives a notice from a custodian designated by JSSC that the custodian has received the shares from the Company.
What are the tax implications of undertaking a share split?
In principle, the shares you receive under the distribution will not be taxable as income to you for Japanese or US federal tax purposes. However, if you sell any shares, this distribution must be considered in figuring the tax basis of your shares in order to determine your gain or loss for federal income tax purposes. For example, if prior to the dividend you own 100 shares with a basis of $20 per share, half of the basis in each of those shares would be allocated to the corresponding new share, resulting in a basis of $10 per share for each of the 200 shares owned after the split. For tax purposes, the holding period of the new shares is the same as for the old shares on which they were issued.
This description does NOT completely describe the tax consequences of the distribution, and you
should consult your own tax advisor for advice based on your particular circumstances and applicable tax authorities. In addition, the tax consequences of the stock dividend to particular categories of stockholders outside Japan or the U.S. may differ from that described above. This information does not constitute tax The accompanying financial information is an extract from the consolidated financial statements of the Company which have been prepared in accordance with the provisions set forth in the Japanese Securities and Exchange Law and its related accounting regulations, and in conformity with accounting principles generally accepted in Japan. The consolidated balance sheets and income statements are selected by the Company as important items for shareholders to consider in relation to matters being considered at the AGM. Please refer to the Company’s consolidated financials statements which are available on the Company’s website and in its annual report if you The accompanying independent auditors’ report was issued on the consolidated financial statements and not for the extract from the consolidated financial statements included in this AGM notice.
XINHUA FINANCE LIMITED
(Incorporated in the Cayman Islands with limited liability) Form of proxy for use at the Annual General Meeting
or any adjournment thereof
2 shares of HK$20 each in the capital of Xinhua Finance Limited (the “Company”), HEREBY APPOINT the Chairman of the Meeting3 or
of
as my/our proxy to act for me/us at the Annual General Meeting (or at any adjournment thereof) of the Company, to be held at Orchard Room, 2nd floor of Annexof Hotel Okura (2-10-4 Toranomon, Minato-ku, Tokyo), on April 20, 2006 at 1:30 p.m. (Tokyo time) andin particular (but without limitation) at such meeting (or any adjournment thereof) to vote for me/us and inmy/our name(s) in respect of the resolutions, with or without modification, set out in the notice concerningthe said meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.
AGAINST4
Ordinary Resolution No. 1
THAT Mr. Jae Lie, the Director who would retire by rotation at the forthcoming
annual general meeting, be re-elected as a Director of the Company.
Ordinary Resolution No. 2
THAT Ms. Li Shantong be appointed as an additional director of the Company.
Ordinary Resolution No. 3
THAT Mr. Sun Jiong be appointed as an additional director of the Company.
Ordinary Resolution No. 4
THAT Deloitte Touche Tohmatsu be re-appointed auditors of the Company.
Ordinary Resolution No. 5
THAT the Directors be authorized to fix the remuneration of the auditors.
Ordinary Resolution No. 6
THAT a general mandate be granted to the Directors to have the authority
to undertake a share split by way of capitalization of reserves, in the ratio
of one share for every share presently held until the one year anniversary of
the forthcoming Annual General Meeting.
Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemedto relate to all those shares in the Company registered in your name(s).
If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” and insert the name and
address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE
PERSON(S) WHO SIGN(S) IT.
IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” THE RELEVANT RESOLUTION.
IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION.
Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any
resolution properly put to the meeting other than that referred to in the notice convening the meeting.
This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under itscommon seal or under the hand of an officer or attorney or other person duly authorized.
For shareholders whose shares are not registered in the name of Horsford Nominees Limited, in order to be valid, this form of proxy, together withthe power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be delivered to Tricor Investors ServicesLimited of Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong for the attention of Ms. Angelina Shi by 4:00 p.m. on April 18, 2006 orhanded to the Chairman of the Meeting.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes ofthe other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members in respectof the joint holding.
A proxy need not be a member of Company but must attend the meeting in person to represent you.
Completion and deposit of the proxy form will not preclude you from attending and voting at the meeting if you so wish.

Source: http://www.xfn.info/uploadedFiles/media-center/news-and-events/event-calendar/2006/20Apr06_AGM%20Notice.pdf