XSEL Xinhua Sports & Entertainment Limited ADS, Each Representing Two Class A Common Shares (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of August 2010

Commission File Number: 001-33328

XINHUA SPORTS & ENTERTAINMENT LIMITED

(formerly Xinhua Finance Media Limited)

N/A
(Translation of registrant’s name into English)

18/F, Tower A, Winterless Centre,
No. 1 West Da Wang Road, Chaoyang District,
Beijing, 100026, People’s Republic of China
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ           Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

SIGNATURE

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, thereunto duly authorized.

Date: August 10, 2010

Exhibit Index

Exhibit 99.1 — Press Release

Exhibit 99.1

XSEL Receives NASDAQ Notice of Minimum Bid Price Non-compliance;

Intends to Request Hearing

BEIJING, August 9, 2010 — Xinhua Sports & Entertainment Limited (NASDAQ: XSEL), (“XSEL” or the “Company”) today announced that, on August 5, 2010, the Company was notified by the Staff of The NASDAQ Stock Market LLC that it has not regained compliance with the minimum $1.00 bid price requirement set forth in Listing Rule 5450(a)(1). As a result, the Company’s ADSs would be subject to delisting from The NASDAQ Global Market unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”). The Company intends to timely request a hearing before the Panel. Accordingly, the Company’s securities will remain listed until the Panel issues its decision following the hearing. At the hearing, the Company will present its plan to regain compliance.

Under NASDAQ’s Listing Rules, the Panel may, in its discretion, grant the Company a further extension of time to regain compliance up to a maximum of 180 calendar days from the date of the Staff’s delisting determination with respect to the minimum bid price requirement. However, there can be no assurance that the Panel will grant any such extension.

End

About XSEL
XSEL is a leading sports and entertainment media company in China. Catering to a vast audience of young and upwardly mobile consumers, XSEL is well-positioned in China with its unique content and access. Through its key international partnerships, XSEL is able to offer its target audience the content they demand — premium sports and quality entertainment. Through its Chinese partnerships, XSEL is able to deliver this content across a broad range of platforms, including television, the Internet, mobile phones, cinema, university campuses and other multimedia assets in China. Along with its in-house advertising resources, XSEL offers a total solution empowering clients at every stage of the media process linking advertisers with China’s young and upwardly mobile demographic.

Headquartered in Beijing, the Company has offices and affiliates in major cities throughout China including Beijing, Shanghai, Guangzhou, Shenzhen and Hong Kong. Xinhua Sports & Entertainment Limited shares are listed on the NASDAQ Global Market (NASDAQ: XSEL). For more information, please visit www.xsel.com .

Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” ''confident’’ and similar statements. Among other things, any quotations from management in this announcement contain forward-looking statements. Statements that are not historical facts, including statements about XSEL’s beliefs and expectations are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statements. Potential risks and uncertainties include, but are not limited to, risks outlined in XSEL’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F . All information provided in this press release is as of the date hereof, and XSEL undertakes no duty to update such information, except as required under applicable law.

For more information:
Media Contact
Joy Tsang, XSEL, +852 2561 3054, joy.tsang@xsel.com

IR Contact
Graham Earnshaw, XSEL, +86 10 8567 6061, graham.earnshaw@xsel.com

Howard Gostfrand, American Capital Ventures, +1 305 918 7000, toll free +1 877 918 0774, info@amcapventures.com

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