On July 10, 2006, Xinhua China Ltd. (the “Company”) and four of the Company’s largest shareholders (Lily Wang, Jianmin Zhou, Hongxing Li, and Derrick Luu) each entered into a binding letter agreement (each, a “Letter Agreement”), whereby each of them agreed that within three business day after the Board of Directors of the Company approved the agreement between the Company and Xinhua Publications Circulation & Distribution Co., Ltd. (“Xinhua C&D”) for the Company to reduce its interest in Xinhua C&D from 56.14% to 7.96%, each of them would surrender for cancellation and return to the Company’s treasury 2,500,000 of the shares of common stock of the Company registered in their respective names for a total of 10,000,000 shares being surrendered and cancelled. As a result of the surrender and cancellation of such 10,000,000 shares of the Company’s common stock, the total issued and outstanding shares will be reduced from 61,779,765 to 51,779,765.
ITEM 8.01 OTHER EVENTS
Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press release attached hereto as Exhibits 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit No. |
Description |
|
Exhibit 10.1 |
Form of Letter Agreement between the Company and shareholder. |
|
Exhibit 99.1 |
Press Release dated July 26, 2006 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 26, 2006
XINHUA CHINA LTD.
By: /s/ Clement Wu
Name: Clement Wu
Title: CFO and a Director
EXHIBIT INDEX
|
Number |
Exhibit |
Sequential Page |
|
Exhibit 10.1 |
Form of Letter Agreement between the Company and shareholder. |
4 |
|
Exhibit 99.1 |
Press Release dated July 26, 2006 |
6 |
