HUIZHOU, China, Jan. 6, 2011 /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 U. S. 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"), one of the leading players in
the molybdenum-mining business
as well as a company with meaningful size in the
resources industry, says that it notes that its subsidiary Qiao
Xing Mobile Communication Co., Ltd. (NYSE: QXM) ("QXM"), has
announced that, at a meeting of QXM's board of directors (the
"Board") held on 31 December 2010,
the Board authorized that a Scheme of Arrangement (the "Scheme"),
proposed by the Company, pursuant to which XING would acquire all
of the outstanding ordinary shares of QXM other than those shares
held by XING (the "Minority Shares") in exchange for 1.9 shares of
XING's common stock plus US$0.80 in
cash for each Minority Share (the "Scheme Consideration"), be put
forward by QXM to the holders of the Minority Shares (the "Minority
Shareholders") for their consideration (please see details in QXM's
release and 6-K filing).
Mr. Ruilin Wu, the Company's
Chairman and Chief Executive Officer, said," Given that QXM's Board
has made the above authorization, we expect that QXM to file a
Fixed Date Claim with the High Court in the British Virgin Islands (the "Court") in
respect of the Scheme that the Court will make hearing to fix the
meeting date ("Court Meeting Date") for the Minority Shareholders
to vote. Once the Court Meeting Date was fixed and XING is aware of
that, we will announce it."
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is a leading player in the
molybdenum-mining industry with an established record of
profitability, and the Company also possesses meaningful size in
the resources industry. XING focuses on mining and processing rare
metal ores and several strategically important base metal ores,
including molybdenum, copper, lead and zinc. The Company currently
owns a 100% equity interest in Balinzuo Banner Xinyuan Mining Co.,
Ltd. and a 34.53% equity interest in Chifeng Aolunhua Mining Co.,
Ltd, as well as the right to receive 100% of the expected residual
returns from Chifeng Haozhou Mining Co., Ltd.
XING was one of the first Chinese companies to be listed on
NASDAQ (in 1999) as one of the leading players in the
telecommunication-terminal product business in China. In 2007, the Company made the strategic
decision to diversify into the resources industry. Since then, the
Company has made several acquisitions in the resources industry and
divested its fixed-line and budget mobile phone businesses. To
reflect this change, the Company changed its corporate name to Qiao
Xing Universal Resources, Inc., effective January 28, 2010.
The Company continues to evaluate acquisition opportunities in
the resources area to strengthen its foothold in the industry. At
the same time, XING is also working to divest its remaining
mobile-phone business through the privatization of its QXMC
subsidiary, or via other alternatives, to become a pure-play
resources company.
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 our
ability to meet the payment schedules for our acquisitions, our
ability to obtain bank loans if needed, anticipated acquisitions,
estimates of revenue and profit, the privatization of QXMC, time
and date for the expected Court Hearing with respect to the
proposed privatization of QXMC, 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 January 6, 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:
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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
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under 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.