HUIZHOU, China, Dec. 10, 2010 /PRNewswire-Asia-FirstCall/ --
This press release is issued for information purposes only
and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy any security, nor is it a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of the securities referred
to in this press release in any jurisdiction in contravention of
applicable law.
Neither the United States Securities and Exchange
Commission nor any state securities commission has approved or
disapproved of the Proposed Offer (defined below) or securities to
be issued in connection therewith, or passed upon the adequacy or
accuracy of this press release, or the merits or fairness of the
Proposed Offer. Any representation to the contrary is a criminal
offense.
Qiao Xing Universal Resources, Inc. (Nasdaq: XING) (the
"Company" or "XING"), an emerging Chinese resource company with a
focus on several strategically important nonferrous metals such as
molybdenum and copper, today provided an update on the progress of
the proposed privatization (the "Proposed Privatization") of its
61%-owned subsidiary Qiao Xing Mobile Communication Co., Ltd.
(NYSE: QXM) ("QXMC"). The Company announced the filing of an
amendment to its Schedule 13E-3 with the Securities and Exchange
Commission (the "SEC"). The Company is optimistic that it will be
in position soon to distribute the Schedule 13E-3 and apply to the
High Court of Justice of the Virgin
Islands (the "Court") for a meeting date (a "Court Meeting")
for QXMC shareholders to approve the Proposed Privatization.
The Company noted that the Special Committee of QXMC has not yet
indicated whether it will recommend that the minority shareholders
accept the proposed offer. In addition, QXMC is seeking a new
financial advisor in connection with the Special Committee's
evaluation of the proposed acquisition. The Company notes that the
Special Committee of QXMC has no obligation to issue any
recommendation to the minority shareholders under the laws of BVI
or the rules of the SEC and therefore, its failure to do so (or to
have a financial advisor engaged) is not expected to materially
delay the Company's application to the Court for a Court
Meeting.
Mr. Ruilin Wu, the Company's
Chairman and Chief Executive Officer, said, "We are working
diligently to complete the Proposed Privatization as soon as
possible. The outcome will largely depend on the minority
shareholders' vote at the Court Meeting. Regardless of the outcome,
we expect to implement successfully our strategy to become a pure
resources player with meaningful scale on a solid and gradual
basis."
About Qiao Xing Universal Resources, Inc.
The Company is an emerging Chinese resources company, with a
focus on several strategically important nonferrous metals such as
molybdenum and copper. In April 2009,
the Company acquired a 100% equity interest in China Luxuriance Jade Company, Ltd. ("CLJC").
CLJC, through its wholly owned Chinese subsidiaries, owns the
rights to receive the expected residual returns from Chifeng
Haozhou Mining Co., Ltd. ("Haozhou Mining"), a large
copper-molybdenum poly-metallic mining company in Inner Mongolia,
China. XING's molybdenum business
started operation in July 2009 and
generated net income of RMB64.2
million (US$9.4 million) in
the second half of 2009. Based on the initial success of the
Company's molybdenum business as well as an extensive study of
China's macro economic trends,
XING plans to further consolidate its strategy to become a pure
resources company with meaningful scale and is actively evaluating
additional acquisition opportunities in the resources industry.
XING, one of the first Chinese private companies to be listed on
NASDAQ in 1999, was previously one of the leading players in the
telecommunication terminal products business in China. In 2007, the Company made the strategic
decision to diversify into the resources industry. As part of this
strategic transition, XING divested its fixed line and low-end
mobile phone businesses in November
2009 and changed its corporate name to Qiao Xing Universal
Resources, Inc., effective January 28,
2010. On September 8, 2010,
XING announced the Proposed Offer, with the intention to spin off
QXMC's mobile phone assets or business and redeploy its assets into
the resources industry. This proposed acquisition is on-going and
its completion shall be subject to several conditions including
approval from a majority of the minority shareholders of QXMC.
Safe Harbor Statement
This press release contains forward-looking statements that
involve risks and uncertainties. These include statements about our
expectations, plans, objectives, assumptions or future events. In
some cases, you can identify forward-looking statements by
terminology such as "anticipate," "estimate," "plans," "potential,"
"projects," "continuing," "ongoing," "expects," "management
believes," "we believe," "we intend" and similar expressions. These
statements involve estimates, assumptions and uncertainties that
could cause actual results to differ materially from those
expressed. You should not place undue reliance on these
forward-looking statements.
Forward-looking statements include all statements other than
statements of historical facts, such as statements regarding
anticipated acquisitions, estimates of revenue and profit, the
privatization of QXMC, time for completion of the Schedule 13E-3,
time and date for the expected Court Hearing, anticipated mining
capacity and production volumes, long-term growth prospects for the
resources industry, the Company and value for the Company's
shareholders, mine development and capital expenditures, mine
production and development plans, estimates of proven and probable
reserves and other mineralized material and the Company's
transition to a pure resources company and bigger player within the
resources industry. Readers are cautioned that forward-looking
statements are not guarantees of future performance and actual
results may differ materially from those projected, anticipated or
assumed in the forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement. Information regarding these factors is included in our
filings with the Securities and Exchange Commission. Qiao Xing
Universal Resources, Inc. does not undertake any obligation to
update any forward-looking statement, except as required under
applicable law. All information provided in this press release is
as of December 10, 2010.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. has filed a Schedule 13E-3
with the SEC in connection with the Proposed Offer. The Schedule
13E-3 contains additional information regarding the Proposed Offer,
including, without limitation, information regarding the special
meeting of shareholders of Qiao Xing Mobile Communication Co., Ltd
that will be called to consider the Proposed Offer. The Schedule
13E-3 contains important information about Qiao Xing Universal
Resources, Inc., Qiao Xing Mobile Communication Co., Ltd, the
Proposed Offer and related matters. Investors and shareholders
should read the Schedule 13E-3 and the other documents filed with
the SEC in connection with the Proposed Offer carefully before they
make any decision with respect to the Proposed Offer. A copy of the
Scheme of Arrangement with respect to the Proposed Offer is an
exhibit to the Schedule 13E-3. The Proposed Offer is expected to be
exempt from the registration requirements of the United States
Securities Act of 1933 Act by virtue of the exemption provided by
Section 3(a)(10); however, it is possible that the offer may change
forms such that the exemption provided by Section 3(a)(10) may no
longer be available. In such a case Qiao Xing Universal Resources,
Inc. may file a Form F-4 with respect to the Proposed Offer.
The Schedule 13E-3 and all other documents filed with the SEC in
connection with the Proposed Offer is available free of charge at
the SEC's web site at www.sec.gov. Additionally, the Schedule 13E-3
and all other documents filed with the SEC in connection with the
Proposed Offer will be made available to investors or shareholders
free of charge by calling or writing to:
Qiao Xing Universal
Resources
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Rick Xiao
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Vice President
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Phone:
+86-752-282-0268
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Email:
rick@qiaoxing.com
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USA IR AGENCY
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CCG Investor Relations
Inc.
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Mr. Ed Job, CFA
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Phone: +86-1381-699-7314
(Shanghai)
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Email:
ed.job@ccgir.com
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Filing under Rule 425
under
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the Securities Act of
1933
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Filing by: Qiao Xing
Universal Resources, Inc.
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Subject Company: Qiao Xing
Mobile Communication Co., Ltd
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SEC File No. of Qiao Xing
Mobile Communication Co., Ltd: 001-33430
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SOURCE Qiao Xing Universal Resources, Inc.