- Amended Statement of Ownership (SC 13G/A)

 

 

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)

 

 

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CUSIP No.		G98285102

 

1		NAMES OF REPORTING PERSONS The Fredy Bush Trust I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0557724
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
		Hong Kong
			5		SOLE VOTING POWER
NUMBER OF					8,830,000 Class A Common Shares
SHARES			6		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0
EACH			7		SOLE DISPOSITIVE POWER
REPORTING
PERSON					8,830,000 Class A Common Shares
WITH:			8		SHARED DISPOSITIVE POWER
					0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		8,830,000 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)
		5.9% based on 150,914,667 Class A Common Shares issued and outstanding as of February 10, 2009
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

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CUSIP No.		G98285102

 

1		NAMES OF REPORTING PERSONS Dragon Era Group Limited I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0566504
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
		Hong Kong
			5		SOLE VOTING POWER
NUMBER OF					8,830,000 Class A Common Shares
SHARES			6		SHARED VOTING POWER
BENEFICIALLY
OWNED BY					0
EACH			7		SOLE DISPOSITIVE POWER
REPORTING
PERSON					8,830,000 Class A Common Shares
WITH:			8		SHARED DISPOSITIVE POWER
					0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		8,830,000 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)
		5.9% based on 150,914,667 Class A Common Shares issued and outstanding as of February 10, 2009
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

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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.

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 Avenue, Chaoyang District, Beijing 100022, People’s Republic of China
ITEM 2(a).		NAME OF PERSON FILING:
		The Fredy Bush Trust
		Dragon Era Group Limited
ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
		The Fredy Bush Trust 31/F, The Center 99 Queen’s Road Central Hong Kong
		Dragon Era Group Limited 31/F, The Center 99 Queens Road Central Hong Kong
ITEM 2(c).		CITIZENSHIP:
		The Trust is established under the laws of the Hong Kong. The place of organization of Dragon is Hong Kong.
ITEM 2(d).		TITLE OF CLASS OF SECURITIES:
		Class A Common Shares, par value $0.001 per share

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ITEM 2(e).		CUSIP NUMBER:
		G98285102
ITEM 3.		Not Applicable
ITEM 4.		OWNERSHIP:

Sole power to

Shared power to

Amount

Sole power to

Shared power to

dispose or to

dispose or to

Reporting

beneficially

Percent of

vote or direct

vote or to direct

direct the

direct the

Person

owned:

class:

the vote:

the vote:

disposition of:

disposition of:

The Fredy Bush Trust

8,830,000 Class A Common Shares

5.9 %

8,830,000 Class A Common Shares

0

8,830,000 Class A Common Shares

0

Dragon Era Group Limited

8,830,000 Class A Common Shares

5.9 %

8,830,000 Class A Common Shares

0

8,830,000 Class A Common Shares

0

		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.
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

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ITEM 9.		NOTICE OF DISSOLUTION OF GROUP :
		Not applicable
ITEM 10.		CERTIFICATION :
		Not applicable

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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

The Fredy Bush Trust	Equity Trust (HK) Limited in its capacity as trustee of The Fredy Bush Trust
	By:	/s/ Liu Kin Wai
	Name:		Liu Kin Wai
	Title:		Authorized Signatory
Dragon Era Group Limited	By:	/s/ Venezia Ho
	Name:		Venezia Ho
	Title:		Director

 

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LIST OF EXHIBITS

Exhibit No.		Description
A		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.]

 

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Signature Page

     IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2009.

The Fredy Bush Trust	Equity Trust (HK) Limited in its capacity as trustee of The Fredy Bush Trust
	By:	/s/ Liu Kin Wai
	Name:		Liu Kin Wai
	Title:		Authorized Signatory
Dragon Era Group Limited	By:	/s/ Venezia Ho
	Name:		Venezia Ho
	Title:		Director