July 10, 2013 

Company name: Xinhua Holdings Limited (Code: 9399 Mothers) Address: DF Building 6F, 2-2-8, Minami-Aoyama, Minato-ku, Tokyo Representative: Lian Yih Hann (Chairman of the Board, CEO and CFO) Contact person: Mitsuhiro Kamiya, attorney-at-law (Skadden Arps Law Office) Telephone number: 03-3568-2600

  Mothers Investment - Investor Meeting Results 

Description of meeting

Date/time: July 8, 2013 (11:00 ~ 12 ： 00)Method: Face-to-face meetingPlace: Convention Hall AP Hamamatsucho

B1F, Shiba Park Building B, 2-4-1, Shibakoen, Minato-ku, TokyoTitle of document: 2013 July Investor Meeting Results  

Attachment: 1. Materials used at the meeting (adding the Q&As at the end)

Investor Meeting

July 8, 2013

3

Changes in Business Results (2010 ～ 2012)

17,01819,557

14,212

-4,391-7,590 -6,677

-10,000

-5,000

0

5,000

10,000

15,000

20,000

25,000

2010 2011 2012

(Unit: Thousands of US Dollars)

Sales

Ordinary Loss

There has been no increase in sales over the past three years, and the Company has been facing hard times, posting ordinary loss three years in a row.

4

Major Efforts (2010 ～）

The Company failed to succeed in any of the new businesses, and also withdrew from, or conducted a scale-down of, each of the existing businesses. As such, the Company has not been able to achieve any results that would enable it to expand its business.

Education BusinessEducation Business

Environment/LifestyleEnvironment/Lifestyle

US BusinessUS Business

Chinese BusinessChinese Business

2010 2011 2012 2013

Withdrawal

Did not reach the stage of taking shape as a business.

New

Business

Existing B

usiness

Kijoon, GMS, U-Learning

WithdrawalMNI, SMRA, etc.

Withdrawal/Scale-down

FTSE, Fortune China, etc.

Entry

5

Last Chance for Self-Revitalization

47,532

23,026

13,586

27,628

14,7117,720

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

2010 2011 2012

(Thousands of US Dollars)

Total assets

Net assets

The Company has been suffering from a decline in both total assets and net assets over the past three years, and 2013 may be the last chance for the Company to achieve revitalization on its own.

6

New Management TeamManagement change (on May 23)

Old team New team

Director & Chairman

Director

CEO

CFO & COO

Director & Chairman

Director

CEO

CFO

Wu Ji Guang

Aloysius T. Lawn, IV

Kung Yuen-Kao

Wang Bin

ResignedWu Ji Guang

Re-elected

Lian Yih Hann Newly elected

Lian Yih Hann

Lian Yih Hann

Personal History and Strengths ofNew CEO (Lian Yih Hann)

1994

1996 － 2000

2000 － 2001

2004 － 2007

2012 － 2013

2012 － 2013

Graduated from University of Pennsylvania

Nomura/JAFCO Investment

Inphomatch Asia (Founder/CEO)

BBMF Corporation (founder/CEO)

Inphosoft Pte. Ltd (director)

Ginsms Inc. (director)

Assumed other various positions

Strengths: Has substantial experience in establishing and operating the business of distributing applications for mobile terminals, and has an extensive network of personal contacts related thereto.

Newly elected

Newly elected

Resigned

Resigned

7

Procurement of Necessary Funds

The CEO of the Company (Lian Yih Hann) provided a loan of US$1,000,000 in total to the Company, as the initial operating funds, restructuring costs, etc.

CEO of the Company (Lian Yih Hann)CEO of the Company (Lian Yih Hann)

Xinhua Holdings LimitedXinhua Holdings Limited

US$500,000 US$500,000

First loan Second loanTotal: US$1,000,000

8

Issues Found by On-Site Inspection (Examples)

ShanghaiShanghai

Hong KongHong Kong

PekingPeking

TokyoTokyo

・・・

Ch

ina

Japa

n

Holding company Major group companies

Headquarters

Finance/Legal

IR

Shanghai Tongxin

BOABC

Fortune C

hina

From the perspective of an efficient use of offices, the decrease in the amount of rent to be paid and the integration of functions and facilities to streamline operations would likely result in cost reduction. There are also other areas where improvements can be made.

As of Dec 31, 2012

132 Employees

(Decrease by 198)

Number of employees

9

Issues that the Major Group Companies are Facing

Xinhua Holdings

Xinhua Financial Network

Fortune China

XFN(Shanghai)

Top Sky

Shanghai Tongxin

BOABC

(Deconsolidated)

Making LossesMaking Losses

Financial services

Agriculture-related

services

Issues an

d cu

rrent s

tatus

Competitive power issuesCompetitive power issues

Market share issuesMarket share issues

・

・

・

Internal operations issuesInternal operations issues

Many issues must be resolved to improve profitability.

10

Litigation and Other Proceedings

Dispute with TopSky Nominee(Arbiration)

Dispute with TopSky Nominee(Arbiration)

Criminal Litigation againstMr. Andrew Kim

Criminal Litigation againstMr. Andrew Kim

Notice from the Hong Kong tax authorities

Notice from the Hong Kong tax authorities

Litigation against ex-directorsin the U.S.

Litigation against ex-directorsin the U.S.

Awaiting decision

Affected area

determined and

measures already taken

In 2011, three ex-directors were prosecuted in the US for fraud, etc., but most of the charges were later dismissed and the case was concluded in April 29, 2013. The Company was not affected by the litigation.

The Company received a notice of additional tax from the Hong Kong tax authorities for 2006/2007. The negotiations that followed such notice resulted in a considerable reduction of the amount of such additional tax. The Company made a public announcement that it will pay the negotiated amount as the relevant additional tax.

The Company won the civil litigation involving the repayment of the loan that it provided to Mr. Kim (ex-employee), but lost the criminal litigation at the court of first instance. The case is now pending in the court of appeals. The full amount of the loan, etc. has already been accounted for as “reserves”.

A third party arbitration system was used to resolve the dispute with one of the TopSky nominees (Ms. Yang). Consequently, Tongxin (one of the group companies) was deconsolidated. This greatly affected the Company’s policies relating to the handling of its group companies.

11

New Approach (Option 1)

China

Other countries

Japan

Xinhua

Manga(comic)

Manga(comic)

GameGame

AnimationAnimation

Distribution Processing Procurement

・・・

Strong demand High quality

For example, the Company places itself between China which has strong demand for mobile contents and Japan which creates high-quality mobile contents, and handles the whole process from procurement to processing to distribution.

12

New Approach (Option 2)

For example, the Company handles the procurement (assessment) of, manages the licenses related to, and makes proposals for the actual use of (maximization of the value of), mobile contents.

GameGameManga(comic)

Manga(comic)

MangaMangaAnimationAnimation

GameGame

Publisher/Author/Agent Major amusement companyGame creation company

Xinhua

Ability to Assess

Flow

of contents

Chinesecompany

Partner

Joint proposal

Contents creationcompany

Sublicense

13

Improvements and reform

Future Roadmap

Solving issuesSolving issues

New approachNew approach

Second half First half Second half First half Second half

2013 2014 2015

Organizing issues

Improvements and reform

High-Priority Issues

Other issues

Classify issues based on priority and aim for the prompt resolution of material (high-priority) issues

Get the business on track Business

startup period

Devise Business strategy

Followed by the second wave, the third wave…

Each of the high-priority issues will be treated as a matter of overriding concern. In the meantime, a new approach will be adopted from the second half of 2013 in order to achieve future growth.

Q ＆Ａ

Q&A (Questions asked at the meeting)

Q1: As regards the explanation that the Company will gradually scale down its financial service business and start shifting its core business to game and mobile contents, has the Company been successful in hiring or retaining employees with the necessary expertise who would be able to adjust to such changes? A1: We believe that the Company had a tendency to rely on the officers and employees of the companies it acquired to operate the financial services business. The Company now intends to take the initiative in procuring the necessary personnel for the business involving mobile contents, etc.

Q2: As a shareholder, we believe that it would be great to have the Company conduct a drastic business reform under a new management team to enter the mobile contents business on a global basis, and we would of course like to support the Company in achieving such goal. However, as the Tokyo Stock Exchange seems to have a tendency to impose heavier restrictions as compared with the stock exchanges of other countries, we are concerned that the Tokyo Stock Exchange may intervene by issuing a stern warning or tough guidance. A2: We believe that there has been no violation of any rules of the Tokyo Stock Exchange so far.

Q&A (Questions asked at the meeting)

Q3: Mr. Lian Yih Hann currently assumes the office of the chairman of the board, the CEO and the CFO. Will he continue to hold all of such offices or will another person or persons take over any of such offices at some point? We are concerned that he may become ill with such a heavy burden.A3: At some point, we may engage a competent person to handle some of the work, but we do not want to rush. We would like to spend time searching for a person who would blend in with the Company’s culture.

Q4: Under the old management team, the Company conducted an acquisition of the education business, etc. which ended in failure. In operating the game/media business, what kind of measures will the Company take to prevent such failure from occurring again?A4: The Company will refrain from conducting any acquisition of business, except for those from which good personnel and good value can be gained.

Q5: Is there any plan to change the location of the head office?A5: We do not have any such plan at present. However, we would like to consider ways to achieve an efficient operation of the Company’s offices in Japan, Hong Kong, China, etc. upon analyzing the costs and performance of each such office.

Q&A (Questions asked at the meeting)

Q6: Our understanding is that Mr. Wu, the former director, received stock option on condition that he waives the right to receive remuneration for a period of one year. Was there any insincerity in the fact that he resigned from the office of a director just one month after receiving the stock option? A6: Mr. Wu has not been paid enough remuneration over a long period of time (about 10 years). He has a close relationship with Xinhua, and we believe that his contribution to the Company should be recognized to a certain degree. Mr. Wu decided that it would be difficult for him to continue to perform his duties as a director, in light of his age and health condition, also upon considering the advice of his doctor. A resignation letter has been properly submitted, and the Company therefore has no reason or grounds for objecting to such resignation. Mr. Wu, however, assured us that he will continue to support us on pending litigations, etc.