U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                                XINHUA CHINA LTD.
                                -----------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0437644
           -------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          B-26F Oriental Kenzo, No. 48
                        Dongzhimenwai, Dongcheng District
                           Beijing, P.R. China 100027
                     --------------------------------------
                    (Address of Principal Executive Offices)

                              Camden Mines Limited
                              --------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                      2004 Stock Option and Incentive Plan
                      ------------------------------------
                            (Full title of the plan)

                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada V6B 4N5
                           Attention: Michael Shannon
                      -------------------------------------
                     (Name and address of agent for service)

                                  604.684.2550
                      -------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                Proposed      Proposed
Title of                        maximum       maximum
Securities       Amount         offering      aggregate       Amount of
To be            to be          price         offering        registration
Registered       Registered     per share     price           fee
                                                 (1)              (2)
Common Stock     10,000,000     $4.53         $45,300,000     $5,331.81
--------------------------------------------------------------------------------

(1) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended.  The



<PAGE>






Proposed  Maximum  Offering  Price  Per  Share  was  determined  by the Board of
Directors  using the average of the market price over the last five trading days
prior to the date of filing this registration statement,  which was $4.53. As of
the date of this registration statement (the "Registration Statement") 4,300,000
stock  options (the "Stock  Options")  have been issued by the Company under its
present "Stock Option Plan" (the "Stock Option Plan") and only 10,000,000 of the
20,000,000  stock  options  under the Stock Option Plan are being  registered in
accordance with this Registration Statement.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of common stock of the Company (the "Common Stock") as may be
issuable as a result of stock splits, stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
------------------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the latest  annual  report of the  Company  filed on Form  10-KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above;

     (iii)     the registration  statement of the Company filed on Form SB-2, as
               amended,  pursuant to the Securities Act of 1933, as amended (the
               "Securities  Act"), and Form 8-A pursuant to Section 12(g) of the
               Exchange Act; and

     (iv)      the   description  of  securities   which  is  contained  in  the
               registration statement on Form SB-2 filed by the Company pursuant
               the  Securities  Act and Form 8-A filed pursuant to Section 12(g)
               of the Exchange Act,  including any amendment or report filed for
               the purpose of updating such description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.



<PAGE>






ITEM 4. DESCRIPTION OF SECURITIES.
----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

Section  78.7502  of  the  Nevada  Revised  Statutes  contains   provisions  for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.

A shareholder may be able to institute legal action on behalf of himself and all
other similarly  situated  shareholders to recover damages where the Company has
failed or refused to observe the law.  Shareholders  may,  subject to applicable
rules of civil procedure,  be able to bring a class action or derivative suit to
enforce  their  rights,   including  rights  under  certain  federal  and  state
securities  laws and  regulations.  Shareholders  who have  suffered  losses  in
connection  with the purchase or sale of their  interest in the Company due to a
breach  of a  fiduciary  duty  by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

Pursuant to the Company's  Articles of Incorporation and Bylaws, the Company may
indemnify  an  officer  or  director  who is  made a  party  to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a manner he reasonably  believed to be in our best  interest.  In certain cases,
the Company may advance expenses  incurred in defending any such proceeding.  To
the extent that the officer or director is  successful on the merits in any such
proceeding  as to which  such  person is to be  indemnified,  the  Company  must
indemnify him against all expenses  incurred,  including  attorney's  fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and  reasonably  incurred in  defending  the  proceeding,  and if the officer or



<PAGE>






director  is  judged  liable,  only by a court  order.  The  indemnification  is
intended  to be to the  fullest  extent  permitted  by the laws of the  State of
Nevada.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company in the  successful  defense or any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

In the event certain  Stock  Options  issued under the Stock Option Plan are not
registered pursuant to this Registration  Statement,  the shares of Common Stock
to be issued  pursuant to an exercise of such Stock  Options  shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof  covering  transactions  not involving any
public offering or not involving any "offer" or "sale", or under Regulation S of
the Securities Act as an offshore transaction that was negotiated outside of the
United States.

ITEM 8. EXHIBITS.
-----------------

The following documents are filed as exhibits to this Registration Statement:

     5.1  Opinion  of Stepp  Law  Group,  as  special  counsel  to the  Company,
          regarding the legality of the securities being registered.

     23.1 Consent  of Stepp  Law  Group,  as  special  counsel  to the  Company,
          included in the Opinion as exhibit 5.1.

     23.2 Consent of Manning Elliott as independent public accountants.

     99.1 Stock Option Plan.



<PAGE>






ITEM 9. UNDERTAKINGS.
---------------------

The undersigned  Company (herein the "Registrant")  hereby undertakes to deliver
or cause  to be  delivered  with the  prospectus  to each  employee  to whom the
prospectus  is  sent  or  given  a copy of the  Registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the Registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written request of the employee.

The undersigned Registrant hereby undertakes:  (i) to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration Statement, if applicable,  to include any material information with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof;  and (iii) to remove from registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is  incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>






                                   SIGNATURES.
                                   -----------

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Beijing, China, on April 5, 2005.

                                        XINHUA CHINA LTD.

                                        By: /s/ Xianping Wang
                                           ---------------------------
                                            Xianping, President
                                            and CEO

Pursuant to the requirements of the Securities Act, this Registration  Statement
has  been  signed  by the  following  person  in the  capacity  and on the  date
indicated.


Signature                          Title                           Date
---------                          -----                           ----

                                   Director                        April 5, 2005
/s/ Xianping Wang
-----------------------
Xianping Wang

                                   CFO and Director                April 5, 2005
/s/ Henry Jung
-----------------------
Henry Jung

                                   Secretary, Treasurer            April 5, 2005
/s/ Reg Handford                   and Director
-----------------------
Reg Handford

                                   Director                        April 5, 2005
/s/ Edward Wong
-----------------------
Edward Wong

                                   Director                        April 5, 2005
/s/ Peter Shandro
-----------------------
Peter Shandro
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{"company-data": {"conformed-name": "XINHUA CHINA LTD", "cik": "0001104904", "assigned-sic": "1000", "irs-number": "880437644", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-123887", "film-number": "05736823"}, "business-address": {"street1": "1880 -  505 BURRARD ST .", "street2": "(PO BOX 15)", "city": "VANCOUVER", "state": "A1", "zip": "V7X 1M6", "phone": "(604) 681-3864"}, "mail-address": {"street1": "1880 -  505 BURRARD ST .", "street2": "(PO BOX 15)", "city": "VANCOUVER", "state": "A1", "zip": "V7X 1M6"}, "former-company": {"former-conformed-name": "CAMDEN MINES LTD", "date-changed": "20000202"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                                XINHUA CHINA LTD.
                                -----------------
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                               88-0437644
           -------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation of organization)                               Identification No.)

                          B-26F Oriental Kenzo, No. 48
                        Dongzhimenwai, Dongcheng District
                           Beijing, P.R. China 100027
                     --------------------------------------
                    (Address of Principal Executive Offices)

                              Camden Mines Limited
                              --------------------
                    (Former name, address and fiscal year, if
                           changed since last report)

                      2004 Stock Option and Incentive Plan
                      ------------------------------------
                            (Full title of the plan)

                                  Devlin Jensen
                             Barristers & Solicitors
                         555 W. Hastings St., Suite 2550
                           Vancouver, British Columbia
                                 Canada V6B 4N5
                           Attention: Michael Shannon
                      -------------------------------------
                     (Name and address of agent for service)

                                  604.684.2550
                      -------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                Proposed      Proposed
Title of                        maximum       maximum
Securities       Amount         offering      aggregate       Amount of
To be            to be          price         offering        registration
Registered       Registered     per share     price           fee
                                                 (1)              (2)
Common Stock     10,000,000     $4.53         $45,300,000     $5,331.81
--------------------------------------------------------------------------------

(1) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(c)  and (h) under  the  Securities  Act of 1933,  as  amended.  The
Proposed  Maximum  Offering  Price  Per  Share  was  determined  by the Board of
Directors  using the average of the market price over the last five trading days
prior to the date of filing this registration statement,  which was $4.53. As of
the date of this registration statement (the "Registration Statement") 4,300,000
stock  options (the "Stock  Options")  have been issued by the Company under its
present "Stock Option Plan" (the "Stock Option Plan") and only 10,000,000 of the
20,000,000  stock  options  under the Stock Option Plan are being  registered in
accordance with this Registration Statement.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
additional  shares of common stock of the Company (the "Common Stock") as may be
issuable as a result of stock splits, stock dividends or similar transactions.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
------------------------------------------------------------

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
------------------------------------------------

The following documents,  filed with or furnished to the Securities and Exchange
Commission (the "Commission"),  are incorporated in this Registration  Statement
by reference:

     (i)       the latest  annual  report of the  Company  filed on Form  10-KSB
               pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act");

     (ii)      all other reports filed by the Company  pursuant to Section 13(a)
               or 15(d) of the  Exchange  Act since the end of the  fiscal  year
               covered by the annual  report on Form  10-KSB  referred to in (a)
               above;

     (iii)     the registration  statement of the Company filed on Form SB-2, as
               amended,  pursuant to the Securities Act of 1933, as amended (the
               "Securities  Act"), and Form 8-A pursuant to Section 12(g) of the
               Exchange Act; and

     (iv)      the   description  of  securities   which  is  contained  in  the
               registration statement on Form SB-2 filed by the Company pursuant
               the  Securities  Act and Form 8-A filed pursuant to Section 12(g)
               of the Exchange Act,  including any amendment or report filed for
               the purpose of updating such description.

All  documents  subsequently  filed by the Company  pursuant  to Section  13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either  indicates that all securities  offered have been sold or
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such  documents.  Any statement  contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein modifies or supersedes such statement.  Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
----------------------------------

The class of  securities  to be offered is  registered  under  Section 12 of the
Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
-----------------------------------------------

None of the experts named in this  Registration  Statement as having prepared or
certified  a report,  or  counsel  for the  Company  named in this  Registration
Statement as having given an opinion upon the validity of the  securities  being
registered or upon other legal matters in connection  with the  registration  of
offering  of such  securities,  have or will  receive  in  connection  with  the
offering a  substantial  interest,  direct or  indirect,  in the  Company or its
subsidiary,  if any, nor was connected  with the Company or its  subsidiary,  if
any, as a promoter,  managing underwriter,  voting trustee, director, officer or
employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
--------------------------------------------------

Section  78.7502  of  the  Nevada  Revised  Statutes  contains   provisions  for
indemnification  of the  officers  and  directors  of the  Company.  Nevada  law
provides for  indemnification  (which may eliminate any personal  liability of a
director  to the  Company or its  shareholders  for  monetary  damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company.  A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.

A shareholder may be able to institute legal action on behalf of himself and all
other similarly  situated  shareholders to recover damages where the Company has
failed or refused to observe the law.  Shareholders  may,  subject to applicable
rules of civil procedure,  be able to bring a class action or derivative suit to
enforce  their  rights,   including  rights  under  certain  federal  and  state
securities  laws and  regulations.  Shareholders  who have  suffered  losses  in
connection  with the purchase or sale of their  interest in the Company due to a
breach  of a  fiduciary  duty  by an  officer  or  director  of the  Company  in
connection  with  such sale or  purchase  including,  but not  limited  to,  the
misapplication  by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

Pursuant to the Company's  Articles of Incorporation and Bylaws, the Company may
indemnify  an  officer  or  director  who is  made a  party  to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a manner he reasonably  believed to be in our best  interest.  In certain cases,
the Company may advance expenses  incurred in defending any such proceeding.  To
the extent that the officer or director is  successful on the merits in any such
proceeding  as to which  such  person is to be  indemnified,  the  Company  must
indemnify him against all expenses  incurred,  including  attorney's  fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and  reasonably  incurred in  defending  the  proceeding,  and if the officer or
director  is  judged  liable,  only by a court  order.  The  indemnification  is
intended  to be to the  fullest  extent  permitted  by the laws of the  State of
Nevada.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted to  directors,  officers  and  controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act and is, therefore,  unenforceable.  In
the event that a claim for indemnification  against such liabilities (other than
the payment by the Company of expenses  incurred or paid by a director,  officer
or controlling  person of the Company in the  successful  defense or any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

The Company has no agreements  with any of its  directors or executive  officers
providing  for  indemnification  of any such  persons  with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
--------------------------------------------

In the event certain  Stock  Options  issued under the Stock Option Plan are not
registered pursuant to this Registration  Statement,  the shares of Common Stock
to be issued  pursuant to an exercise of such Stock  Options  shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act contained in Section 4(2) thereof  covering  transactions  not involving any
public offering or not involving any "offer" or "sale", or under Regulation S of
the Securities Act as an offshore transaction that was negotiated outside of the
United States.

ITEM 8. EXHIBITS.
-----------------

The following documents are filed as exhibits to this Registration Statement:

     5.1  Opinion  of Stepp  Law  Group,  as  special  counsel  to the  Company,
          regarding the legality of the securities being registered.

     23.1 Consent  of Stepp  Law  Group,  as  special  counsel  to the  Company,
          included in the Opinion as exhibit 5.1.

     23.2 Consent of Manning Elliott as independent public accountants.

     99.1 Stock Option Plan.
ITEM 9. UNDERTAKINGS.
---------------------

The undersigned  Company (herein the "Registrant")  hereby undertakes to deliver
or cause  to be  delivered  with the  prospectus  to each  employee  to whom the
prospectus  is  sent  or  given  a copy of the  Registrant's  annual  report  to
stockholders  for its last fiscal  year,  unless  such  employee  otherwise  has
received a copy of such report,  in which case the Registrant shall state in the
prospectus that it will promptly furnish,  without charge, a copy of such report
on written request of the employee.

The undersigned Registrant hereby undertakes:  (i) to file, during any period in
which  offers  or sales are  being  made,  a  post-effective  amendment  to this
Registration Statement, if applicable,  to include any material information with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement;  (ii) that, for the purpose of determining any liability
under the Securities Act, each such post-effective  amendment shall be deemed to
be a new registration  statement relating to the securities offered therein, and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof;  and (iii) to remove from registration by means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold at the termination of the offering.

The undersigned  Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is  incorporated by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense or any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES.
                                   -----------

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused  this  Registration  Statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Beijing, China, on April 5, 2005.

                                        XINHUA CHINA LTD.

                                        By: /s/ Xianping Wang
                                           ---------------------------
                                            Xianping, President
                                            and CEO

Pursuant to the requirements of the Securities Act, this Registration  Statement
has  been  signed  by the  following  person  in the  capacity  and on the  date
indicated.

Signature                          Title                           Date
---------                          -----                           ----

                                   Director                        April 5, 2005
/s/ Xianping Wang
-----------------------
Xianping Wang

                                   CFO and Director                April 5, 2005
/s/ Henry Jung
-----------------------
Henry Jung

                                   Secretary, Treasurer            April 5, 2005
/s/ Reg Handford                   and Director
-----------------------
Reg Handford

                                   Director                        April 5, 2005
/s/ Edward Wong
-----------------------
Edward Wong

                                   Director                        April 5, 2005
/s/ Peter Shandro
-----------------------
Peter Shandro