Our management team is dedicated to adhering to the highest global standards in corporate governance. As we continue to build our operations, we understand that consistent, timely and transparent communications with our shareholders and the global capital markets are paramount in the creation of a world-class financial communications program.

Our commitment to our clients is at the core of our business. Indeed, the structure of the XSEL and our product portfolio has been largely determined by existing and potential opportunities in China's sports and entertainment media markets.

Essential to maximizing the value we provide to our shareholder is the effective allocation of our internal resources in serving our clients. We foster talent within the company, providing a structure under which our employees' individual contributions can synergize with the group objectives as a whole, with the aim of promoting both innovation and productivity. The information resources and assets we possess also generate surplus value through product differentiation and distribution across multiple channels, tailored to diverse client groups.

The Board can delegate any of its powers, authorities and discretion to committees, consisting of directors and other persons, as it deems appropriate. In order to manage the Company in an efficient manner, the Company has established a number of committees, including the Compensation Committee, the Audit Committee, the Investment Committee and the Nominating and Governance Committee. The Audit Committee oversees the Company's internal audit activities.

COMPENSATION COMMITTEE CHARTER
The purpose of the Compensation Committee (the Committee) of the Board of the Company is (1) to discharge the Boards responsibilities relating to compensation of the Company's executives, including by designing (in consultation with management or the Board), recommending to the Board for approval, and evaluating the compensation plans, policies and programs of the Company and (2) to produce an annual statement on executive compensation for inclusion in the Company's annual report on Form 20-F in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability and assure that employee interests are aligned with the interests of the Company's shareholders.

AUDIT COMMITTEE CHARTER
The purpose of the Audit Committee (the Committee) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.

INTERNAL AUDIT CHARTER
The mission of the Internal Audit activity of the Company is to provide independent, objective assurance and consulting services designed to add value and improve the operational control of the Company, and to bring a systematic, disciplined approach to evaluate and improve the adequacy and effectiveness of risk management, control and governance processes.

INVESTMENT COMMITTEE CHARTER
The mission of the Investment Committee is to review and approve merger and acquisition transactions and investment transactions proposed by Company's management valued in an amount not to exceed, for any particular acquisition or investment, USD5,000,000 in cash, stock or a combination thereof.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
The purpose of the Nominating and Corporate Governance Committee is to assist the Board in (1) identifying and nominating qualified candidates to become Board members; (2) developing and recommending to the Board a set of Corporate Governance Guidelines applicable to the Company; (3) overseeing the evaluation of the Board and management; and (4) monitoring of compliance with the Company's code of business conduct and ethics, including reviewing the adequacy and effectiveness of the Company's internal rules and procedures to ensure compliance with applicable laws and regulations.

XSEL strives to maintain maximum sustainable valuation for its shareholders while minimizing volatility. XSEL is committed to protecting the rights of its shareholders in accordance with the Principles of Corporate Governance for listed companies as dictated by the SEC and NASDAQ.

You may contact our Board of Directors with serious inquiries or issues by writing to:
XSEL
Attn: Corporate Secretary
Rm 2201, 22/F, Tower D,
Central International Trade Center,
6A Jian Wai Avenue, Chaoyang District,
Beijing 100022, China

BUSINESS CODE OF CONDUCT AND ETHICS
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This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics, and applies to all of the directors, officers and employees of the Company and its subsidiaries.

STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING
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This Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading of XSEL (the Company) provides an overview of and sets forth the Company's policies prohibiting insider trading.

WHISTLEBLOWER POLICY AND PROCEDURES
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XSEL (and together with its subsidiaries or affiliates (the "XSEL Entities"), the "Company") is committed to maintaining a workplace where the Company can promptly and effectively receive, retain and treat concerns and complaints about accounting, internal accounting controls, auditing matters or other improper activity and misconduct. The Company adheres to the fundamental principle of ensuring that employees, officers and directors of the Company (collectively "XSEL Employees") who raise such concerns in good faith will not be subject to any form of retaliation.

Hotline number and compliance email
For callers from within the People's Republic of China, the toll-free numbers for the Hotline are:
10800 852 1745 (via CNC fixed network)
10800 152 1745 (via CT fixed network)

For callers from within Hong Kong, the toll-free number for the Hotline is:
(852) 3516-8341

For callers from within the United States of America, the toll-free number for the Hotline is:
1 (866) 615-2934

Email to compliance officer: compliance@xsel.com

All reporting of the offence telephone voice message or email will be transmitted to the Chairman of the Audit Committee directly.