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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 20-F/A
Amendment No. 1
 
 (Mark One)o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934orþ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008.oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from                      tooro
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report
 Commission file number: 001-33328
 XINHUA SPORTS & ENTERTAINMENT LIMITED
 (formerly Xinhua Finance Media Limited)
 
 (Exact name of Registrant as specified in its charter)
 N/A
 
 (Translation of Registrants name into English)
 Cayman Islands
 
 (Jurisdiction of incorporation or organization)
 
 
  
 
  
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican depositary shares, each
    
    The NASDAQ Stock Market LLCrepresenting two class A common shares, par
    
    (The NASDAQ Global Market)value US$0.001 per share
 
 Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
 
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
 
  146,914,667 class A common shares, par value US$0.001 per share as of December 31, 2008.
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TABLE OF CONTENTS  Item 19. ExhibitsSIGNATURESEX-12.1EX-12.2EX-13.1EX-13.2    Table of Contents  EXPLANATORY NOTE
   2




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B. Business Overview
     
    
    Broadcast, which refers to the sale of advertising and the consulting on content for
and the distribution of our programming through television and radio channels, as well
as the new media mobile value-added services we provide to mobile phone users in China.
Our media platforms include Inner Mongolia Satellite Television, EasyFM 91.5 of
Beijing and other radio and television channels throughout China. Our Broadcast Group
also consults on the production of Fight Weekend, The Sceneand the Fortune China
series and engages in the production and distribution of bilingual radio content. With
our business partners, we are consulting on content for four premium tier digital pay
television channels to tap into the rapidly growing digital Chinese television market;
    
    Print, which refers to our exclusive rights to sell advertising for and provide
management and information consulting services to the magazines Money Journaland
Chinese Ventureand the newspaper the Economic Observer; and
    
    Advertising, which refers to our advertising agency that plans, creates and places
advertising for websites, television, print media, radio, campus billboards and outdoor
media, as well as online advertising sales, our provision of below-the-line marketing
services, and our research services on products, advertisements and markets.
  Name change and our sports and entertainment strategies
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Sports
 
    
    Our partner was the only media outlet to offer a nationwide, free to air, live
broadcast of the National Football League (NFL) Superbowl XLII in February 2008;
    
    We obtained the exclusive China media rights for the UEFA Europa League (formerly
the UEFA Cup) during the 2009-2012 period;
    
    We purchased an equity stake in the All Sports Network, ASN, giving us exclusive
distribution rights via mobile, television, Internet and radio for ASNs content in
China. ASNs content includes National Collegiate Athletic Association (NCAA),
National Hockey League (NHL), extreme sports, motor racing and other top quality sports
programming;
    
    We are in the process of acquiring the rights to provide consulting and advisory
services for four premium PayTV channels, with two of the channels to be focused on
showing premium sporting programs; and
    
    We entered into a long term contract with CSI Sports for Fight Sportsprogramming
giving us exclusive rights in China to their library. CSI Sports is the owner of one
of the largest fight libraries in the world with a wide variety of fight programs
worldwide.
 Entertainment
 
    
    We founded a subsidiary, Xinhua Media Entertainment, which will structure, finance
and execute co-production films deals in China in association with China Film Group and
major Hollywood studios;
    
    We announced a slate of five films due to be co-produced in the next three years;
    
    We entered a cooperative agreement with Youth Media Hong Kong to deploy and market a
campus network for distribution of video material, including sports content, to
colleges and universities throughout China; and
    
    We acquired 20-year exclusive advertising rights, with an option to extend for an
additional 10-years, to the China Youth Net web portal, www.youth.cn, one of Chinas
top youth websites, and 50 associated sites to which we plan to contribute sports
video, e-commerce and career advertisements.
 Our products and services
 Broadcast
 Television
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Sports Programming
  Fight Sports Fight
Sports
  The Scene
 The Scene The Scene
 Fortune China programs
 Fortune China Fortune China Fortune China
 Radio
  Mobile interactive service
  5




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Television production
  Film co -production
 Bullet Run The Cage The
Hunted High Stakes Mulan
 Television channel packaging services
  PayTV
  Fight Sports
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Print
 Newspaper
 Economic Observer Economic Observer Economic Observer
 Economic Observer Economic Observer
 Economic Observers Economic Observer Economic Observer Economic Observer Economic Observer
 Investor Journal
 Magazines
 Money Journal Chinese Venture Money Journal Chinese Venture Funds Observer Funds Observer Money Journal
  Advertising
  7




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Economic Observer Beijing Evening News Beijing Youth Daily
    Arrangements with partners and suppliers
  Agreements regarding Shanghai Camera.
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My Blue Home
 Fortune China Warrior Access Hollywood: China
 The Scene East
Meets West
 9




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Agreement regarding our radio broadcast business.
      10




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Our Print Groups relationship with Dow Jones. Money Journal Publishing, a subsidiary of
EconWorld Media, had an agreement throughout the course of 2008 with Dow Jones under which Dow
Jones provided content for a section of Money Journal. The agreement expired on April 1, 2009.
Pursuant to the agreement, Money Journal Money Journal
 Our Print Groups services for Money Journal. Money Journal
 Our Print Groups services for Chinese Venture. Weekly Journal Weekly Journals Chinese Venture Weekly Journals
 Agreements regarding the Economic Observer. Economic Observer
  
    
    a business cooperation agreement, as amended, entered into by Shandong Sanlian Group,
Shandong Economic Observer, Economic Observer Press Office and Economic Observer
Advertising. The term of the agreement is 50 years, expiring on May 9, 2056. It
automatically renews thereafter. Under this business cooperation agreement, Economic
Observer Advertising has the exclusive rights to sell advertising for the Economic
Observerand pays Economic Observer Press Office an advertising agency fee. Economic
ObserverAdvertising has the right to acquire the intellectual property assets of the
Economic Observerto the extent permissible under applicable law, provides management
and information consulting services on the distribution of the Economic Observerand
assists Economic Observer Press Office in the management of the printing of the Economic
Observer. Economic Observer Press Office may terminate the agreement by paying for
losses incurred by Economic Observer Advertising due to the termination, including
future losses resulting from such termination. Economic Observer Advertising may
unilaterally terminate and may terminate and seek damages including future losses upon
certain breaches by Economic Observer Press Office;
    
    an agreement on organizing an information consultation committee entered into by
Shandong Sanlian Group, XFL Economic Observer Press Office, and Economic Observer
Advertising. Shandong Sanlian Group and XFL agreed to establish an eight-member
committee with four members appointed by Shandong Sanlian Group and four members,
including the chairman of the committee, appointed by XFL. The committee is to provide
proposals and views on the editing, content, appearance, and format
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of the Economic Observer, hold discussions with Economic Observer Press Office and
provide consultancy to Economic Observer Press Office. Economic Observer Press Office
retains final editing rights. The parties assume their own costs in operating the
committee, and there are otherwise no payment terms. None of the parties may
unilaterally terminate the agreement; and
    
    a business cooperation agreement, as amended, entered into by Economic Observer Press
Office, Economic Observer Advertising, Guangzhou Jingshi, which is our affiliated
entity, and Beijing Jingshi Jingguan Advertising Co., Ltd., or Jingshi Jingguan, a joint
venture between Guangzhou Jingshi and Economic Observer Advertising. Jingshi Jingguan
operates as the advertising agent in relation to advertisements placed by financial
institutions for the Economic Observerand conducts events-related businesses. No party
may unilaterally terminate the agreement.
 Agreements by our Advertising Group securing advertising agency arrangements.
 
    
    an advertising agent contract between Shangtuo Zhiyang International Advertising
(Beijing) Co., Ltd., or Shangtuo Zhiyang, a subsidiary of our affiliated entity, Beijing
Taide, and Beijing Yi Sheng Le Ju Information Service Ltd., a sina.com company.
Pursuant to the contract, Shangtuo Zhiyang served as the advertising agent for sina.com
with respect to the real estate advertisements in Beijing and Tianjin. The contract
initially covered the period from January 1, 2008 and December 31, 2008, and it was
amended and restated to cover the period from January 1, 2009 and December 31, 2009.
    
    an advertising agent contract between Shangtuo Zhiyang and Beijing Sohu New Media
Information Technology Ltd., a sohu.com company. Pursuant to the contract, Shangtuo
Zhiyang served as the advertising agent for sohu.com and its affiliated websites. The
contract initially covered the period from January 1, 2008 and December 31, 2008, and it
was amended and restated to cover the period from January 1, 2009 and December 31, 2009.
 Agreement regarding China Youth League and associated websites.
 Our customers
  Broadcast
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Print
   Advertising
    Distribution
  Fortune China
 Funds Observer Chinese Venture, Money
Journal the Economic Observer
 13




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Our sales and marketing team
  Seasonality
  Competition
  Broadcast
  Fortune China
   Print
 Economic Observer Investor Journal 21st Century Business Herald First Financial
Daily China Business Journal
 Money Journal Funds Observer Chinese Venture Caijing Magazine New Fortune Chinese Entrepreneur Business Week Fortune Forbes
 14




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Advertising
    Intellectual property
   Regulation
  Regulatory authorities
  
    
    the National Peoples Congress;
    
    the State Council;
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
    
    the National Development & Reform Commission (formerly the State Development and
Planning Commission);
    
    the Ministry of Commerce, a combination of the former Ministry of Foreign Trade and
Economic Co-operation, the State Economy and Trade Commission, and the State Development
and Planning Commission;
    
    the State Administration for Industry and Commerce;
    
    the Ministry of Culture;
    
    the State Administration of Radio, Film & Television;
    
    the General Administration for Press and Publication (formerly the State Press and
Publications Administration);
    
    the National Bureau of Statistics; and
    
    the Ministry of Industry & Information Technology (formerly the Ministry of
Information Industry).
 Regulatory framework
  
    
    laws and regulations restricting and governing investments of private capital in
general and foreign capital in particular. For purposes of these restrictions under PRC
laws, foreign investment includes investment from Hong Kong, Taiwan and Macau. As a
result of these restrictions on investments of foreign and private capital, we conduct
our businesses in China substantially through contractual arrangements with our
affiliated PRC entities. To further comply with these restrictions, our affiliated PRC
entities in our Print and Broadcasting Groups operate through contractual arrangements
with our business partners, including a television station, radio stations, a newspaper
press office and a magazine press office;
    
    industry specific laws and regulations that govern the entities and business
activities within the specified industry;
    
    copyright and trademark protection and domain name registration regulations, which we
and our affiliated entities use to protect our and their intellectual property;
    
    regulations on foreign currency exchange; and
    
    regulations on tax.
  Regulations on investment of foreign and private capital in the media, advertising, market research
and telecommunications industries
  
    
    the Foreign Investment Industrial Guidance Catalog, or the Catalog, jointly
promulgated by the National Development & Reform Commission and the Ministry of Commerce
on October 31, 2007 and which became effective as of December 1, 2007;
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
    
    the Several Decisions on the Entry of Private Capital into the Culture Industry, or
the Decisions, issued by the State Council on April 13, 2005;
    
    the Several Opinions on Foreign Investment in the Culture Sector, or the Opinions,
jointly issued by the State Administration of Radio, Film and Television, the Ministry
of Culture, the General Administration for Press and Publication, the National
Development & Reform Commission and the Ministry of Commerce on July 6, 2005; and
    
    the Regulations for the Administration of Foreign-Invested Telecommunications
Enterprises, or the Regulations, issued by the State Council on December 11, 2001 and
revised on September 10, 2008.
     Regulations on television, radio and movie industry
 Television and radio stations
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We and our affiliated entities do not own or operate television or radio stations
   Radio and television program production
     18




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Movie industry
    Import and Broadcasting of Overseas TV Programs
   19




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Regulations on the publication industry
 Newspapers and magazines
 Publication of newspapers or magazines.
   Economic Observer Investor Journal Money Journal Chinese Venture Investor Journal
 20




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Distribution.
 Money Journal Chinese
Venture the Economic Observer Investor Journal
 Printing of publications
   Money Journal Chinese Venture Economic Observer
 Money Journal Chinese Venture Economic Observer Investor Journal
 21




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Distribution of publications
  Money Journal Chinese Venture Economic Observer Money Journal
 Regulations on the advertising industry
 Establishment of advertising entities
  
    
    the Advertising Law promulgated by the National Peoples Congress on October 27,
1994;
    
    the Administration Regulations of Advertising Industry, promulgated by the State
Council on October 26, 1987;
    
    the Implementation Rule of Advertising Industry Administration, or the Implementation
Rule, promulgated by the State Administration for Industry and Commence on January 9,
1988, amended in 1998, 2000 and 2004, and effective as of January 1, 2005; and
    
    the Measures on Administration of Advertising Operation Licenses, promulgated by the
State Administration for Industry and Commence on November 30, 2004.
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Advertising content
   23




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Operational matters of the advertising business
   Outdoor advertising
   
    
    utilize traffic safety facilities and traffic signs;
    
    impede the use of public facilities, traffic safety facilities and traffic signs;
    
    obstruct commercial and public activities or damage the urban area landscape;
    
    be placed in restricted areas near government offices, cultural landmarks or
historical or scenic sites; or
    
    be placed in areas prohibited by the local governments from having outdoor
advertisements.
  24




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Marketing services
   Regulations on the market research industry
    Regulations on the telecommunications industry
  
    
    the Regulation on Telecommunications promulgated by the State Council on September
25, 2000;
    
    the Administrative Measures for Telecommunications Business Operating License
promulgated by the Ministry of Information Industry on December 26, 2001; and
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
    
    The Catalogue of Classes of Telecommunications Businesses promulgated by the Ministry
of Information Industry on February 21, 2003.
    
    
    oppose the fundamental principles determined in the PRC Constitution;
    
    compromise state security, divulges state secrets, subvert state power or damage
national unity;
    
    harm the dignity or interests of the state;
    
    incite ethnic hatred or racial discrimination or damage inter-ethnic unity;
    
    sabotage Chinas religious policy or propagate heretical teachings or feudal
superstitions;
    
    deliver rumors, disturb social order or disrupt social stability;
    
    propagate obscenity, pornography, gambling, violence, murder or fear or incite the
commission of crimes;
    
    insult or slander a third party or infringe upon the lawful rights and interests of a
third party; or
    
    include other content prohibited by laws or administrative regulations.
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Regulations on intellectual property protection
  Copyright
   Economic Observer Fortune China Money Journal
 Trademark
  Money Journal The Economic
Observer
  27




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Domain names
   Regulations on foreign currency exchange
 Foreign currency exchange
   Foreign exchange registration of offshore investment by PRC residents
  28




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Dividend distribution
  
    
    The Wholly Foreign Owned Enterprise Law, promulgated by the National Peoples
Congress on April 12, 1986 and amended on October 31, 2000;
    
    The Wholly Foreign Owned Enterprise Law Implementing Rules, promulgated by the
National Peoples Congress on December 12, 1990 and amended on April 12, 2001;
    
    The Enterprise Income Tax Law, promulgated by the National Peoples Congress on March
16, 2007; and
    
    The Implementation Rules on Enterprise Income Tax Law, promulgated by the State
Council on December 6, 2007.
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Item 19. Exhibits
 ExhibitNumber
    
    Description of Document1.1
    
    Amended and Restated Memorandum and Articles of Association (incorporated
by reference to Exhibit 3.2 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).2.1
    
    Registrants Specimen American Depositary Receipt (incorporated by
reference to Exhibit 4.1 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).2.2
    
    Registrants Specimen Certificate for Common Shares (incorporated by
reference to Exhibit 4.2 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).2.3
    
    Form of Deposit Agreement among the Registrant, the depositary and holders
of the American depositary receipts (incorporated by reference to Exhibit
4.3 from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.1
    
    Share Purchase Agreement, dated as of March 16, 2006, amended as of March
16, 2006, between the Registrant and Patriarch Partners Media Holdings LLC
(incorporated by reference to Exhibit 4.5 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.2
    
    Investor Rights Agreement, dated as of March 16, 2006, among the
Registrant, Xinhua Finance Limited and Patriarch Partners Media Holdings
LLC (incorporated by reference to Exhibit 4.6 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.3
    
    Series B Preferred Share Purchase Agreement between Yucaipa Global
Partnership Fund L.P. and the Registrant, dated as of February 18, 2008
(incorporated by reference to Exhibit 4.57 from our annual report on Form
20-F (File No. 001-33328), filed with the Commission on May 19, 2008).4.4
    
    Shareholders Agreement among Yucaipa Global Partnership Fund L.P., Xinhua
Finance Limited and the Registrant, dated as of February 28, 2008
(incorporated by reference to Exhibit 4.58 from our annual report on Form
20-F (File No. 001-33328), filed with the Commission on May 19, 2008).4.5
    
    Registration Rights Agreement between the Registrant and Yucaipa Global
Partnership Fund L.P., dated as of February 28, 2008 (incorporated by
reference to Exhibit 4.59 from our annual report on Form 20-F (File No.
001-33328).4.6
    
    2007 Share Option Plan (incorporated by reference to Exhibit 10.1 from our
F-1 registration statement (File No. 333-140808), as amended, initially
filed with the Commission on February 21, 2007).4.7
    
    Form of Indemnification Agreement with the Registrants directors
(incorporated by reference to Exhibit 10.2 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.8
    
    Form of Employment Agreement between the Registrant and a Senior Executive
Officer of the Registrant (incorporated by reference to Exhibit 10.3 from
our F-1 registration statement (File No. 333-140808), as amended, initially
filed with the Commission on February 21, 2007).4.9
    
    Trademark License Agreement, dated as of September 21, 2006, between the
Registrant and Xinhua Financial Network Limited (incorporated by reference
to Exhibit 10.4 from our F-1 registration statement (File No. 333-140808),
as amended, initially filed with the Commission on February 21, 2007).4.10
    
    English translation of Business Cooperation Agreement, amended and restated
as of November 6, 2006, among Economic Observer Press Office, Guangzhou
Jingshi Culture Intermediary Co., Ltd., Beijing Jingguan Xincheng
Advertising Co., Ltd and Beijing Jingshi Jingguan Advertising Co., Ltd.
(incorporated by reference to Exhibit 10.5 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.11
    
    Form of Stock Option Agreements (incorporated by reference to Exhibit 10.6
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.12
    
    Consulting Agreement, dated as of November 1, 2006, between Jia Luo
Business Consulting
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ExhibitNumber
    
    Description of Document(Shanghai) Co., Ltd. and Shanghai Camera Media Investment Co., Ltd. (incorporated by reference to Exhibit 10.12 from our
F-1 registration statement (File No. 333-140808), as amended, initially
filed with the Commission on February 21, 2007).4.13
    
    Strategic Partnership Agreement, dated and supplemented as of June 15,
2006, among Beijing Century Media Culture Co., Ltd., Hunan Television &
Broadcast Intermediary Co., Ltd., Shenzhen Ronghan Investment Co., Ltd. and
Beijing Perspective Orient Movie & Television Intermediary Co., Ltd.
(incorporated by reference to Exhibit 10.13 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.14
    
    Advertising Services Agreement, dated as of December 23, 2006, between
Beijing Pioneer Media Advertising Co., Ltd. and Shanghai Media Investment
Co., Ltd. (incorporated by reference to Exhibit 10.15 from our F-1
registration statement (File No. 333-140808), as amended, initially filed
with the Commission on February 21, 2007).4.15
    
    Cooperation Agreement, dated as of November 1, 2006, between Beijing
Century Media Culture Co., Ltd. and Shanghai Camera Media Investment Co.,
Ltd. (incorporated by reference to Exhibit 10.16 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.16
    
    Cooperation Agreement, dated as of June 5, 2006, between the Registrant and
Small World Television (incorporated by reference to Exhibit 10.17 from our
F-1 registration statement (File No. 333-140808), as amended, initially
filed with the Commission on February 21, 2007).4.17
    
    English translation of Call Option Agreement regarding Economic Observer
Press Office, dated as of November 6, 2006, among Shandong Sanlian Group,
Shandong Economic Observer Co., Ltd., Economic Observer Press Office and
Beijing Jingguan Xincheng Advertising Co., Ltd. (incorporated by reference
to Exhibit 10.19 from our F-1 registration statement (File No. 333-140808),
as amended, initially filed with the Commission on February 21, 2007).4.18
    
    English translation of Exclusive Advertising Agreement regarding Beijing
FM91.5 and Shanghai FM87.9 of China Radio International, amended and
restated as of November 28, 2006, between Beijing Guoguang Guangrong
Advertising Co., Ltd. and Beijing Century Advertising Co., Ltd.
(incorporated by reference to Exhibit 10.20 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.19
    
    English translation of Money Journal Cooperation Agreement, amended and
restated as of September 20, 2006, among Hunan Television and Broadcasting
Intermediary Co., Ltd., Money Journal Press Office and Guangzhou Jingshi
Culture Intermediary Co., Ltd. (incorporated by reference to Exhibit 10.21
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.20
    
    English Translation of Cooperation Agreement, dated as of September 25,
2005, between Guangzhou Jingyu Culture Development Co., Ltd. and Beijing
Qiannuo Advertising Co., Ltd. (incorporated by reference to Exhibit 10.22
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.21
    
    Information Consulting Committee Organization Agreement, amended and
restated as of November 6, 2006, among Shandong Sanlian Group, Xinhua
Finance Limited, Economic Observer Press Office and Beijing Jingguan
Xincheng Advertising Co., Ltd. (incorporated by reference to Exhibit 10.23
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.22
    
    English Translation of Business Cooperation Agreement, amended and restated
as of November 6, 2006, among Shandong Sanlian Group, Shandong Economic
Observer Co., Ltd., Economic Observer Press Office and Beijing Jingguan
Xincheng Advertising Co., Ltd. (incorporated by reference to Exhibit 10.24
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.23
    
    Cooperation Agreement in relation to Economic Observer, dated as of April
20, 2006, among Xinhua Finance Limited, Shandong Economic Observer Co.,
Ltd., Shandong Sanlian Group and Beijing Jingguan Xincheng Advertising Co.,
Ltd. (incorporated by reference to Exhibit 10.25 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.24
    
    Form of Equity Pledge Agreement among the affiliated entity, the
shareholder of the affiliated
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ExhibitNumber
    
    Description of Documententity and WFOE (incorporated by reference to Exhibit 10.26 from our F-1 registration statement (File No. 333-140808), as
amended, initially filed with the Commission on February 21, 2007).4.25
    
    Form of Exclusive Equity Purchase Option Agreement between WFOE and
shareholder of affiliated entity (incorporated by reference to Exhibit
10.27 from our F-1 registration statement (File No. 333-140808), as
amended, initially filed with the Commission on February 21, 2007).4.26
    
    Form of Subrogation Agreement among the affiliated entity, the shareholder
of the affiliated entity and the WFOE (incorporated by reference to Exhibit
10.28 from our F-1 registration statement (File No. 333-140808), as
amended, initially filed with the Commission on February 21, 2007).4.27
    
    Service Agreement, dated as of January 23, 2006, between New China Media
Co., Ltd. and Beijing Century Advertising Co., Ltd. (incorporated by
reference to Exhibit 10.29 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).4.28
    
    Form of Deed of Non-Competition Undertaking and Release between shareholder
and the Registrant (incorporated by reference to Exhibit 10.31 from our F-1
registration statement (File No. 333-140808), as amended, initially filed
with the Commission on February 21, 2007).4.29
    
    Form of Share Subscription Agreement dated as of September 22, 2006
(incorporated by reference to Exhibit 10.32 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.30
    
    Agreement for the Sale and Purchase of Equity Interest and Subscription in
Shanghai Hyperlink Market Research Co., Ltd., dated as of June 14, 2006,
among Stephen Xie Wei, Lu Qinyong, Win Jei-Ching, Yang Jing, Shi Hui, Pang
Lu, Yang Weidong, Xinhua Finance Limited, Beijing Taide Advertising Co.,
Ltd., and Shanghai Hyperlink Market Research Co., Ltd. (incorporated by
reference to Exhibit 10.34 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).4.31
    
    Loan and Share Purchase Agreement in respect of shares in the capital of
Upper Step Holdings Limited, dated as of February 28, 2006, among the
Registrant, Sino Investment Holdings Limited and Sungolden Limited.
(incorporated by reference to Exhibit 10.36 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.32
    
    Promissory Note dated as of November 10, 2006 issued by Sino Investment
Holdings Limited in favor of the Registrant (incorporated by reference to
Exhibit 10.46 from our F-1 registration statement (File No. 333-140808), as
amended, initially filed with the Commission on February 21, 2007).4.33
    
    Share Purchase Agreement in respect of shares in the capital of EconWorld
Media Limited, dated as of December 18, 2006, among the Registrant, Fan Cho
Tak Alex and others (incorporated by reference to Exhibit 10.47 from our
F-1 registration statement (File No. 333-140808), as amended, initially
filed with the Commission on February 21, 2007).4.34
    
    Form of Employment Agreement between the Registrant and a Chief Officer of
the Registrant (incorporated by reference to Exhibit 10.48 from our F-1
registration statement (File No. 333-140808), as amended, initially filed
with the Commission on February 21, 2007).4.35
    
    English translation of Strategic Cooperation Agreement, dated as of
December 18, 2003 and supplemented as of November 30, 2005, between Inner
Mongolia Television Station and Shanghai Camera Media Investment Co., Ltd.
(incorporated by reference to Exhibit 99.2 from our F-1 registration
statement (File No. 333-140808), as amended, initially filed with the
Commission on February 21, 2007).4.36
    
    English translation of Zhou Mo Wen Hui Cooperation Agreement dated as of
August 8, 2005, between Zhou Mo Wen Hui Press Office and Guangzhou Jingyu
Culture Development Co., Ltd. (incorporated by reference to Exhibit 99.3
from our F-1 registration statement (File No. 333-140808), as amended,
initially filed with the Commission on February 21, 2007).4.37
    
    Content License Agreement, dated as of December 15, 2001, between China
Economic Information Service of Xinhua News Agency and Xinhua Financial
Network Limited (incorporated by reference to Exhibit 99.4 from our F-1
registration statement (File No. 333-140808), as amended, initially filed
with the Commission on February 21, 2007).4.38
    
    Form of loan agreement between a wholly foreign-owned entity and a
shareholder of an affiliated
 32




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##### Table of Contents



ExhibitNumber
    
    Description of Documententity (incorporated by reference to Exhibit 4.55 from our annual report on Form 20-F (File No. 001-33328), filed with
the Commission on May 19, 2008).4.39
    
    Waiver of loan issued by Xinhua Finance Limited to the Registrant, dated as
of June 30, 2007 (incorporated by reference to Exhibit 4.56 from our annual
report on Form 20-F (File No. 001-33328), filed with the Commission on May
19, 2008).4.40
    
    Share subscription agreement in respect of shares in the capital of Xinhua
Finance Media Limited, between Whole Fortune Limited and Xinhua Finance
Media Limited, dated as of October 31, 2007 (incorporated by reference to
Exhibit 4.60 from our annual report on Form 20-F (File No. 001-33328),
filed with the Commission on May 19, 2008).4.41
    
    Equity transfer agreement in respect of shares in Beijing Perspective
Orient Movie and Intermediary Co., Ltd., between Hunan Television &
Broadcast Intermediary Co., Ltd. and Beijing Century Culture Co., Ltd.,
dated as of October 31, 2007 (incorporated by reference to Exhibit 4.61
from our annual report on Form 20-F (File No. 001-33328), filed with the
Commission on May 19, 2008).4.42
    
    Purchase agreement in respect of shares in the capital of Profitown
Development Limited and other assets therein, among Xinhua Finance Media
Limited, Flash Star Worldwide Limited, Profitown Development Limited and
Chow Chi Yan, dated as of November 26, 2007 (incorporated by reference to
Exhibit 4.62 from our annual report on Form 20-F (File No. 001-33328),
filed with the Commission on May 19, 2008).4.43
    
    Purchase agreement in respect of shares in the capital of East Alliance
Limited and other assets therein, among Xinhua Finance Media Limited, East
Alliance Limited and other parties set out herein, dated as of June 4, 2007
(incorporated by reference to Exhibit 4.63 from our annual report on Form
20-F (File No. 001-33328), filed with the Commission on May 19, 2008).4.44
    
    Purchase agreement in respect of Convey Advertising Group, among Xinhua
Finance Media Limited, Pariya Holdings Limited and Good Speed Holdings
Limited, dated as of June 29, 2007 (incorporated by reference to Exhibit
4.64 from our annual report on Form 20-F (File No. 001-33328), filed with
the Commission on May 19, 2008).4.45
    
    Purchase agreement in respect of shares in the capital of Singshine
(Holdings) Hongkong Limited and other assets set out herein, among Xinhua
Finance Media Limited, Singshine (Holdings) Hongkong Limited, Zhang Jingyu,
Hu Shengzhong, He Zhihao, Lu Qibo, Chen Hao and Lu Hang, dated as of June
11, 2007 (incorporated by reference to Exhibit 4.65 from our annual report
on Form 20-F (File No. 001-33328), filed with the Commission on May 19,
2008).4.46
    
    Cooperation agreement between Zhoumo Wen Hui Press Office and Beijing
Qiannuo Advertising Co., Ltd., dated as of November 10, 2006 (incorporated
by reference to Exhibit 4.66 from our annual report on Form 20-F (File No.
001-33328), filed with the Commission on May 19, 2008).4.47
    
    Advertising agency agreement between Guangdong Peoples Radio Station and
Guangzhou Singshine Communication Co., Ltd., dated as of December 14, 2007
(incorporated by reference to Exhibit 4.67 from our annual report on Form
20-F (File No. 001-33328), filed with the Commission on May 19, 2008).4.48
    
    Cooperation agreement between Guangdong Peoples Radio Station and
Guangzhou Singshine Communication Co., Ltd., dated as of November 1, 2006
(incorporated by reference to Exhibit 4.68 from our annual report on Form
20-F (File No. 001-33328), filed with the Commission on May 19, 2008).4.49
    
    English Translation of Equity Call Option Agreement, dated as of December
10, 2008, between Shanghai Wai Gao Qiao (Group) Co., Ltd and Jia Luo
Business Consulting (Shanghai) Co., Ltd.4.50
    
    Agreement relating to the sale and purchase of 85% of the issued share
capital of Xinhua Finance Media (Convey) Limited, dated as of December 31,
2008, between the Registrant and Pariya Holdings Limited.4.51
    
    Escrow Agreement, dated as of December 31, 2008, among the Registrant,
Pariya Holdings Limited and K&L Gates.4.52
    
    Sale and Purchase Agreement, dated as of March 13, 2009, among the
Registrant, Beijing Taide Advertising Co., Ltd., INTAGE Inc. and INTAGE
Marketing Consulting (Shanghai) Co., Ltd.4.53
    
    Credit Agreement among the Registrant, Patriarch Partners Agency Services,
LLC and the Lenders party thereto, dated as of October 21, 2008.
 33




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##### Table of Contents



ExhibitNumber
    
    Description of Document4.54
    
    Investor and Registration Rights Agreement among the Registrant, Xinhua
Finance Media Limited and the Investors party thereto, dated as of October
21, 2008.4.55
    
    Security Agreement between the Registrant and Patriarch Partners Agency
Services, LLC, dated as of October 21, 2008.4.56
    
    Consent, Waiver and First Amendment to Credit Agreement, dated as of
February 20, 2009, among the Registrant, Patriarch Partners Agency
Services, LLC and the Lenders party thereto.4.57
    
    Purchase Agreement in respect of shares in the capital of Starease Limited
and other assets set out therein, dated as of October 9, 2008, among the
Registrant, Prime Day Management Limited, Starease Limited and Ge Zhijun.4.58
    
    Master Agreement in respect of Certain Advertising Business, dated as of
September 30, 2008, between Registrant and Chung Cheng Co., Ltd.4.59
    
    Purchase Agreement, dated as of March 6, 2009, among the Registrant,
Parkwood Asia Limited and Everfame Development Limited.4.60
    
    English Translation of Cooperation Agreement, dated as of March 12, 2009,
between Shaanxi TV Station and Beijing Hantang Yueyi Culture Media Co.,
Ltd.4.61
    
    English Translation of Strategic Cooperation Agreement, dated as of March
12, 2009, among Beijing Keying & CCTV Culture Development Co., Ltd.,
Beijing Linghang Dongli Advertising Co., Ltd. and Beijing Science &
Education Film Studio.8.1
    
    List of subsidiaries.11.1
    
    Code of Business Conduct and Ethics of the Registrant (incorporated by
reference to Exhibit 99.1 from our F-1 registration statement (File No.
333-140808), as amended, initially filed with the Commission on February
21, 2007).12.1
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.12.2
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.13.1
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13.2
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15.1
    
    Consent of Deloitte Touche Tohmatsu.
 
 
    
    Previously filed with the Annual Report on Form 20-F.
    
    Filed with this Amendment No. 1 to Annual Report on Form 20-F/A. 34




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##### Table of Contents



SIGNATURES
  XINHUA SPORTS & ENTERTAINMENT LIMITEDBy:
    /s/ Fredy BushName:
    Fredy BushTitle:
    Chairman and Chief Executive OfficerDate: May 29, 2009 35