Exhibit 4.50
 Execution Copy
 THIS AGREEMENT
 BETWEEN:
 (1)
    
    XINHUA FINANCE MEDIA LIMITED,a company duly incorporated in the Cayman Islands whose
registered office is at Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681GT, George
Town, Grand Cayman, Cayman Islands, British West Indies (XFM); and(2)
    
    PARIYA HOLDINGS LIMITEDa company duly incorporated in the British Virgin Islands whose
registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands (Pariya).
 WHEREAS:
 1.
    
    As at the date of this Agreement, XFM legally and beneficially owns the entire issued share
capital of Xinhua Finance Media (Convey) Limited (formerly known as Good Speed Holdings
Limited), a company incorporated under the laws of the British Virgin Islands with
registration number 1409292 with its registered address located at P.O. Box 957, Offshore
Incorporations Centre, Road Town, Tortola, British Virgin Islands (the Company).2.
    
    XFM agrees to sell and Pariya agrees to purchase the Sale Shares (as defined below) which, in
aggregate, represent 85% of the Companys issued share capital from XFM as at completion
subject to the terms and conditions set forth in this Agreement.
 NOW IT IS HEREBY AGREED
 1.
    
    Definitions1.1
    
    In this Agreement, all capitalized words and expressions shall have the same meanings as in
the Sale Agreement (as defined below) unless otherwise defined herein.1.2
    
    In this Agreement, the following capitalized words and expressions shall have the meanings
set against them below unless the context otherwise requires:
 Agreement
    
    means this Agreement;Business Day
    
    means a day (other than a Saturday or Sunday) on which
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banks in Hong Kong are generally open for
business;BVI
    
    means the British Virgin Islands;Consideration
    
    means US$85,000,000, being the total consideration
payable for the Sale Shares as set out in Clause
2.2;Closing
    
    means the completion of the sale and purchase of
the Sale Shares contemplated herein, which shall
take place upon signing of this Agreement;Encumbrance
    
    includes, without any limitation, with respect to
any asset, any option, right to acquire, right of
pre-emption, mortgage, charge, pledge, lien,
hypothecation, title retention, right of set-off,
counterclaim, trust arrangement or other security
or any equity or restriction (including any
restriction imposed under the Companies
Ordinance);Group
    
    means the Company, Convey Advertising Company
Limited, Convey Media Advertising Limited, Convey
Advertising China Limited and Giant Whale
Investment Financial Advisory (Shenzhen) Co.,
Ltd.; and Group Company(ies) shall be construed
accordingly;Hong Kong
    
    means the Hong Kong Special Administrative Region
of the Peoples Republic of China;Knowledge
    
    means the actual knowledge through the receipt of
written notice by the directors of the applicable
company or its general counsel;Legal Requirements
    
    means all laws, regulations and orders applicable
to the ownership and sale of the Sale Shares by
XFM to Pariya;Parties
    
    means XFM and Pariya and Party shall mean any
one of them;Sale Agreement
    
    means the purchase agreement in respect of the
Company dated 29 June 2007 entered into between
XFM, Pariya, the Company and Wong Siu Wa as the
covenantor;Sale Shares
    
    means such number of shares of the Company
representing 85% of the issued share capital of
the
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Company as at the Closing;Subsequent Disposal
    
    means the disposal of all or part of the Sale
Shares to any third party(ies) by Pariya at any
time after Closing for an aggregate consideration
of not less than US$45,000,000;Subsequent
Purchaser(s)
    
    means the purchaser(s) in the Subsequent Disposal;US$
    
    means United States Dollars, the lawful currency
of the United States of America;1st Instalment
    
    means the first instalment of the Consideration
being US$5,000,000 payable in cash as contemplated
in Schedule I hereto;2nd Instalment
    
    means the second instalment of the Consideration
being US$10,000,000 payable in cash on or before
February 28, 2009 as contemplated in Schedule I
hereto;3rd Instalment
    
    means the third instalment of the Consideration
being US$10,000,000 payable in cash on or before
March 31, 2009 as contemplated in Schedule I
hereto; and5th Instalment
    
    means the fifth instalment of the Consideration
being US$10,000,000 payable in cash on or before
September 30, 2009 as contemplated in Schedule I
hereto.
 1.3
    
    In this Agreement, references to a month are references to a calendar month and references
to a year are references to a calendar year unless the context requires otherwise.2.
    
    Sale and Purchase2.1
    
    XFM agrees to sell and Pariya agrees to purchase all but not part of the Sale Shares free of
any Encumbrance on or before Closing or such other date as agreed by the Parties.2.2
    
    Payments:
 (a)
    
    The Consideration for the Sale Shares is Eighty-five Million US Dollars
(US$85,000,000), which shall be paid by Pariya to XFM by seven (7) instalments in the
manner set out in Schedule I to this Agreement.(b)
    
    If Pariya has entered into any agreement, written or otherwise, with any
Subsequent Purchaser(s), prior to the 5th Instalment becoming due as set out
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in Schedule I hereto, for the sale of all or part of the Sale Shares to the
Subsequent Purchaser(s) for a consideration of not less than US$45,000,000, all
outstanding amount from 1st to 3rd Instalments and the
5th Instalment set out in Schedule I, if not yet due and payable
pursuant to Schedule I hereto, will become due and payable within ten (10) days
upon Pariyas receipt of such consideration in full from the Subsequent Purchaser.
 2.3
    
    In consideration of XFMs agreement to enter into this Agreement, the Parties agree that the
Vendor shall fully and finally be released from its obligations and liabilities under Clauses
4A and 5 of the Sale Agreement with effect from Closing.3.
    
    XFMs Representations, Warranties and UndertakingsXFM represents and warrants that the following representations, warranties and undertakings
(collectively, XFMs Warranties) shall be true and correct in all respects as at Closing:3.1
    
    Existence and Qualification of the Company and its subsidiaries after Closing:
 (a)
    
    Each of the Group Companies is a corporation duly organized, validly existing and
in good standing under the laws of the country in which it was incorporated, and has the
corporate power to own or lease and operate its properties and assets and conduct its
business in all jurisdictions wherein such properties and assets are located and such
business conducted.(b)
    
    Each of the Group Companies has complied with all relevant legislation whether in
its place of incorporation or elsewhere including (but without limitation) legislation
relating to companies and securities, exchange controls, borrowing and lending controls,
real property and taxation.
 3.2
    
    Authorization; No Violation:
 (a)
    
    XFM has full power and authority to enter into this Agreement and each of the
documents set out in paragraph 1 of Schedule II to this Agreement as at Closing
(collectively, the Sellers Documents) and to carry out the transactions contemplated
hereby and thereby. Each of the Sellers Documents shall be duly executed and delivered
and is a valid and binding agreement, enforceable in accordance with its terms.(b)
    
    Neither the execution and delivery by XFM of the Sellers Documents nor its
consummation of the transactions contemplated hereby and thereby will be in conflict
with, or constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under, or result in the termination of, or accelerate the
performance required by, or cause the acceleration of the maturity of any debt or
obligation pursuant to, or result in the creation or imposition of any Encumbrance,
under any agreement or
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commitment to which XFM is a party or by which XFM or the Sale Shares are bound, or
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or governmental authority.
 3.3
    
    Contracts and Agreements:To the Knowledge of XFM,
 (a)
    
    none of the Group Companies is a party to any written or oral contract,
commitment, guarantee or agreement relating to the Sale Shares; and(b)
    
    the Group is not in default under any promissory note, indenture, evidence of
indebtedness, security therefor, contract, lease, commitment, undertaking or other
instrument whatsoever by which the Sale Shares are bound.
 3.4
    
    Absence of Certain Changes:As at the date of this Agreement, and except as expressly provided herein:
 (a)
    
    XFM has preserved intact the Sale Shares, performed all of its obligations
relating to the Sale Shares, and not entered into, extended, modified, terminated or
renewed any agreement relating to the Sale Shares;(b)
    
    XFM has not permitted or allowed the Sale Shares to be subjected to any
Encumbrance;(c)
    
    XFM has paid, discharged or satisfied all to the Knowledge of XFM, all claims,
liabilities and obligations (absolute, accrued, contingent or otherwise) of the Group
have been paid, discharged or satisfied in the ordinary course consistent with past
practice;(d)
    
    XFM has not entered into any contract, commitment, or understanding having a
material adverse effect on the Group for the sale of, or sold, transferred, or otherwise
disposed of, any material properties or assets owned by the Group him, other than in the
ordinary course consistent with past practice;(e)
    
    XFM has complied in all material respects with all Legal Requirements, which the
failure to comply with would have a material adverse effect on XFM the Group or the Sale
Shares.
 3.5
    
    No Litigation:To the Knowledge of XFM:
 (a)
    
    there is no claim, suit, litigation, arbitral action, inquiry, proceeding, or
investigation by or before any court or governmental or other legal or administrative
agency or commission pending or threatened or anticipated
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against, or involving, relating to, against or affecting the Sale Shares or any of
the Group Companies;(b)
    
    no Group Company has received any notice of any such claim, action, litigation,
proceeding or investigation;(c)
    
    there is no reasonable basis for any future claims, actions, litigations,
proceedings or investigations against the Sale Shares or any of the Group Companies.
 3.6
    
    Title to Sale Shares:
 (a)
    
    XFM owns and will have good and marketable title to the Sale Shares, free and
clear of any and all Encumbrances.(b)
    
    By execution and delivery of this Agreement and the original share certificate(s)
in respect of the Sale Shares, XFM will transfer and convey to Pariya, at Closing, good
title to the Sale Shares, free and clear of any and all Encumbrances.(c)
    
    XFM has not made any commitment or legal obligation, absolute or contingent, to
any person other than Pariya to sell, assign, transfer or effect a sale of the Sale
Shares, or to enter into any arrangement or cause the entering into of any arrangement
with respect thereto.
 3.7
    
    The XFMs warranties shall survive Closing.4.
    
    Closing4.1
    
    Time and Venue: Closing shall take place immediately after the signing of this
Agreement by the Parties at the office of XFM at Suite 2103-2104 Vicwood Plaza, 199 Des Voeux
Road Central, Hong Kong or such other place and time as may be agreed by the Parties (time in
either case being of the essence).4.2
    
    Closing Arrangement: At Closing, each Party shall fulfil all (or part only if
mutually agreed) of the obligations imposed on it under Schedule II. All (or part only if
mutually agreed) of the transactions described in Schedule II shall take place at the same
time, so that in default of performance of any such transactions or any part thereof by either
XFM or Pariya, the other Party shall not be obliged to complete the sale and purchase of the
Sale Shares (without prejudice to any other rights and remedies in respect of such default).
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4.3
    
    Post Closing Arrangement:Within ten (10) Business Days after Closing, each Party
shall fulfil all (or part only if mutually agreed) of the obligations imposed on it under
Schedule III.5.
    
    Notices and Instructions5.1
    
    Any notice or other communication given or made under or in connection with the matters
contemplated by this Agreement shall be in writing.5.2
    
    Any such notice or other communication shall be addressed as provided in Clause 5.3 and, if
so addressed, shall be deemed to have been duly given or made as follows:-
 (a)
    
    if sent by personal delivery, upon delivery at the address of the relevant Party;(b)
    
    if sent by post, five Business Days after the date of posting;(c)
    
    if sent by facsimile, when dispatched.
 5.3
    
    The relevant addressee, address and facsimile number of each Party for the purposes of this
Agreement, subject to Clause 5.4, are:-
 XFM:Address
    
    :
    
    3905-09, 1 Grand Gateway, 1 Hongqiao Lu, Shanghai, 200030, ChinaFacsimile No.
    
    :
    
    86-21-6448-0585With a copy to
    
    :
    
    Address:Suite 2103-2104 Vicwood Plaza, 199 Des Voeux RoadCentral, Hong
KongFacsimile No.:852-2541-8266To the attention of:Mr. John McLean, General
CounselPariya :Address
    
    :
    
    Room 402-404, 4th Floor, Allied Kajima Building, 138Gloucester Road, Hong KongFacsimile No.
    
    :
    
    852-2511-2872
 5.4
    
    A Party may notify the others of a change to its name, relevant addressee, address or
facsimile number for the purposes of Clause 5.3, PROVIDED THATsuch notification shall only be
effective on:-
 (a)
    
    the date specified in the notification as the date on which the change is to take
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place; or(b)
    
    if no date is specified or the date specified is less than five Business Days
after the date on which notice is given, the date falling five Business Days after
notice of any such change has been given.
 6.
    
    General Provisions6.1
    
    Further Assurance: Each Party agrees to perform (or procure the performance of) all
further acts and things, and execute and deliver (or procure the execution and delivery of)
such further documents, as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transactions contemplated
by it.6.2
    
    Entire Agreement: This Agreement (together with any document described in or
expressed to be entered into in connection with this Agreement) constitutes the entire
agreement between the Parties in relation to the transaction(s) referred to it or in them and
supersedes any previous agreement between the Parties in relation to such transaction(s). It
is agreed that:
 (a)
    
    no Party has entered into this Agreement in reliance upon any representation,
warranty or undertaking of any other Party which is not expressly set out or referred
to in this Agreement; and(b)
    
    except for any breach of an express representation or warranty under this
Agreement, no Party shall have any claim or remedy under this Agreement in respect of
misrepresentation or untrue statement made by any other Party, whether negligent or
otherwise, and whether made prior to or after this Agreement, PROVIDED THATthis
Clause shall not exclude liability for fraudulent misrepresentation.
 6.3
    
    Remedies Cumulative: Any right, power or remedy expressly conferred upon any Party
under this Agreement shall be in addition to, not exclusive of, and without prejudice to all
rights, powers and remedies which would, in the absence of express provision, be available to
it; and may be exercised as often as such Party considers appropriate.6.4
    
    Waivers: No failure, relaxation, forbearance, indulgence or delay of any Party in
exercising any right or remedy provided by law or under this Agreement shall affect the
ability of that Party subsequently to exercise such right or remedy or to pursue any other
rights or remedies, nor shall such failure, relaxation, forbearance, indulgence or delay
constitute a waiver or variation of that or any other right or remedy. No single or partial
exercise of any such right or remedy shall preclude any other or further exercise of it or the
exercise of any other right or remedy.6.5
    
    Severability: The Parties intend that the provisions of this Agreement shall be
enforced to the fullest extent permissible under the laws applied in each jurisdiction
in which enforcement is sought. If any particular provision or part of this
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Agreement shall
be held to be invalid or unenforceable, then such provision shall (so far as invalid or
unenforceable) be given no effect and shall be deemed not to be included in this Agreement
but without invalidating any of the remaining provisions of this Agreement. The Parties
shall use all reasonable endeavours to replace the invalid or unenforceable provisions by a
valid and enforceable substitute provision the effect of which is as close as possible to
the intended effect of the invalid or unenforceable provision.6.6
    
    Variation: No variation of any of the terms of this Agreement (or of any document
described in or expressed to be entered into in connection with this Agreement) shall be
effective unless such variation is made in writing and signed by or on behalf of each of the
Parties. The expression variationshall include any variation, supplement, deletion or
replacement however effected.6.7
    
    Assignment: This Agreement shall be binding upon, and enure to the benefit of, the
Parties and their respective successors and permitted assigns. No Party shall take any steps
to assign, transfer, charge or otherwise deal with all or any of its rights and/or obligations
under or pursuant to this Agreement without the prior written consent of the other Party. In
the absence of the prior written consent of the Parties, this Agreement shall not be capable
of assignment.6.8
    
    Counterparts: This Agreement may be executed in any number of counterparts all of
which, taken together, shall constitute one and the same agreement. Any Party may enter into
this Agreement by executing any such counterpart.6.9
    
    Legal Relationship: The Parties are independent principals and no Party is nor shall
hold itself out as the agent or partner of another, and no Party shall have any authority to
bind or incur any liability on behalf of any other Party.6.10
    
    Punctual Performance: Time shall be of the essence of this Agreement.

6.11 Costs and Expenses: Each party shall bear its costs and expenses incurred in relation to the
preparation of this Agreement.7.
    
    Governing Law and Jurisdiction7.1
    
    Governing Law: This Agreement (together with all documents referred to in it) shall
be governed by and construed and take effect in accordance with the laws of Hong Kong (which
each of the Parties considers to be suitable to govern the international commercial
transactions contemplated by this Agreement).7.2
    
    Jurisdiction: With respect to any question, dispute, suit, action or proceedings
arising out of or in connection with this Agreement (the Proceedings), each Party
irrevocably:
 (a)
    
    submits to the non-exclusive jurisdiction of the courts of Hong Kong; and(b)
    
    waives any objection which it may have at any time to the laying of venue of
any Proceedings brought in any such court, waives any claim that such
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Proceedings have
been brought in an inconvenient forum and further waives the right to object, with
respect to such Proceedings, that such court does not have any jurisdiction over such
Party.
 7.3
    
    Other Jurisdictions: Nothing in this Agreement precludes either Party from bringing
Proceedings in any other jurisdiction nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.7.4
    
    Service of Process: Each Party named in the first column below irrevocably appoints
the Hong Kong person set opposite its name in the second column to receive, for it and on its
behalf, service of process in any Proceedings:
 Party
    
    Process Agent
    
    Address for Service of ProcessPariya
    
    D. S. Cheung & Co.
    
    Rooms 1910-1913, Hutchison House, 10
Harcourt Road, Central, Hong KongXFM
    
    K&L Gates
    
    35th Floor, Two International
Finance Centre, 8 Finance Street, Central,
Hong Kong
 The Parties agree that any such legal process shall be sufficiently served on it if
delivered to its process agent at its address specified in this Clause or at the process
agents registered office or address for the time being in Hong Kong. If for any reason
any of the Parties process agent is unable to act as such, that Party shall promptly
notify the other Party or Parties forthwith and appoint a substitute process agent
acceptable to the other Party or Parties. Without affecting the right of any Party to
serve process in any other way permitted by law, the Parties irrevocably consent to service
of process given in the manner provided for notices in Clause 5.7.5
    
    Waiver of Immunity: To the extent that, in the courts of any
jurisdiction/arbitration proceedings, any Party may claim for itself or its revenues or assets
(irrespective of their use or intended use) immunity on the grounds of sovereignty or other
similar grounds from suit, jurisdiction of any court /arbitration proceedings, relief by way
of injunction, order for specific performance or for recovery of property, attachment (whether
in aid of execution, before judgment or otherwise), execution or enforcement of any
judgment/arbitration award or other legal process to which it or its revenues or assets might
otherwise be entitled in any Proceedings (whether or not claimed), and to the extent that in
any such jurisdiction there may be attributed to itself or its revenues or assets such
immunity, that Party irrevocably agrees not to claim such immunity and irrevocably waives such
immunity to the full extent permitted by the laws of such jurisdiction.
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SIGNED by
    
    
    ))for and on behalf of XINHUA
FINANCE MEDIA LIMITEDin the
presence of:-
    
    
    )
)
)
    
    
    /s/ Fredy Bush
Chief Executive OfficerSIGNED by Wang Siu Wa
    
    
    ))for and on behalf of PARIYA HOLDINGS
LIMITEDin the presence of:-
    
    
    )
)
)
    
    
    /s/ Wong Siu Wa




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Schedule I
 Instalments
    
    Date of Payment
    
    Amount of each Instalment1st
    
    As soon as practicable and
in any event within ten
(10) Business Days after
Closing.
    
    US$5,000,0002nd
    
    28 February 2009
    
    US$10,000,0003rd
    
    31 March 2009
    
    US$10,000,0004th
    
    31 August 2009
    
    The 2008 Amount (Note 1
and Note 2)5th
    
    30 September 2009
    
    US$10,000,0006th
    
    31 October 2009
    
    US$5,000,0007th
    
    Within four (4) years
after signing of this
Agreement or the initial
public offering of the
shares of the Company
takes place, whichever is
the earlier
    
    The amount of
Consideration outstandingTOTAL
    
    
    
    US$85,000,000
  (1)
    
    The amount payable by Pariya to XFM hereunder will be offset by the 2008 Amount in full on a
dollar-for-dollar basis(2)
    
    If Pariya has entered into any agreement, written or otherwise, with any Subsequent
Purchaser(s), prior to the 5th Instalment becoming due as set out in Schedule I hereto,
for the sale of all or part of the Sale Shares to such Subsequent Purchaser(s) for a consideration
of not less than US$45,000,000, all the outstanding amount from the 1st to
3rd Instalments and the 5th Instalment, if not yet due and payable pursuant
to this Schedule, will become payable by Pariya to XFM within ten (10) days upon Pariyas receipt
of the consideration of US$45,000,000 from such Subsequent Purchaser in full.




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Schedule II  Closing Arrangement
 1.
    
    DELIVERY BY XFMXFM shall deliver to Pariya or procure the delivery to Pariya of:(A)
    
    Documents relating to the acquisition of the Sale Shares:
 (i)
    
    undated instrument of transfer (and if applicable, any other
undated transfer documents, including a contract note) in respect of the Sale
Shares duly executed by or on behalf of the registered shareholder thereof in
favour of Pariya (or such person as it may direct);(ii)
    
    original share certificate representing the Sale Shares;(iii)
    
    such documents as Pariya may reasonably require to enable it (or such person as it may
direct) to obtain good title to the Sale Shares and to be registered as the holder of the Sale
Shares; and(iv)
    
    copy, certified as true and complete by a director of the Company, of resolutions of the
board of directors of the Company approving the transfer of the Sale Shares.




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Schedule III  Post Closing Arrangement
 1.
    
    DELIVERY BY XFMXFM shall within ten (10) Business Days after Closing deliver to Pariya or procure the
delivery to Pariya of:(A)
    
    Documents relating to the Company and each of its Subsidiaries:
 (i)
    
    the certificate of incorporation;(ii)
    
    constitution together with all resolutions amending thereof;(iii)
    
    the statutory books duly made up to date;(iv)
    
    share certificate book; company chop and common seal;
statements of the balance standing to the credit/debit of all its bank accounts
certified to be correct by its director as at the close of business on Closing
Date, and statements certified by its director reconciling such statements with
its cash book;(v)
    
    books and records;
 (B)
    
    Documents pertaining to a company incorporated in the BVI: including the
Company.Authorization given by such company in writing to its registered agent in the BVI
responsible for keeping the originals of its corporate records to receive and accept
instructions from Pariya and its agents and acknowledged by such BVI agent, all in
form and substance satisfactory to Pariya;(C)
    
    Documents relating to the resignation of directors and company secretary:Written resignation with effect from Closing of all directors and the secretary
(except those retained by Pariya) of the Company and/or each of the Subsidiaries and
from their respective offices and employments with the Company and/or each of the
Subsidiaries; and written confirmations executed under seal that each resigning
director/secretary has no claim of any nature whatsoever against the Company or any
of the Subsidiaries whether for remuneration, compensation for loss of office,
redundancy, wrongful dismissal or for any other reason;(D)
    
    Documents relating to XFM:




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Copy, certified as true and complete by a director of XFM, of
resolutions of the board of directors of XFM, approving the transaction hereby
contemplated and authorising the signature, execution and completion (as
appropriate) of this Agreement and the documents ancillary hereto and thereto;
and(E)
    
    Documents of and incidental to the transactions as contemplated under this
Agreement:Any documents as may be required by law or as may be necessary or reasonably
desirable to implement and/or give effect to this Agreement and the transactions
contemplated by it.
 2.
    
    DELIVERY OF OTHER DOCUMENTS BY PARIYAPariya shall, as soon as practicable and in any event within ten (10) Business Days
after Closing, upon the compliance by XFM with the preceding provisions:
 (A)
    
    deliver a cashiers order, certified cheque, guaranteed bank draft, or cheque
of Pariyas solicitors, DS Cheung & Co., payable to XFM or such party as XFM may
designate in writing for settlement of the 1st Instalment of the
Consideration in the manner set out in Schedule I hereto; and(B)
    
    deliver or cause to be delivered to XFM copy, certified as true and complete by
a director of Pariya, of resolutions of the board of directors of Pariya approving the
transaction hereby contemplated and authorising the signature, execution and completion
(as appropriate) of this Agreement and the documents ancillary hereto and thereto.




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Dated the 31st day of December 2008
 
 AGREEMENT
IN RESPECT OF
SALE AND PURCHASE
85% OF THE ISSUED SHARE CAPITAL OF
XINHUA FINANCE MEDIA (CONVEY) LIMITED