HUIZHOU, China, Oct. 25 /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 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 resources company headquartered in
Huizhou, Guangdong Province, today announced that it
has filed with U.S. Securities and Exchange Commission (the "SEC")
a Schedule 13E-3 transaction statement in connection with its
proposed offer to acquire all the outstanding shares of Qiao Xing
Mobile Communication Co., Ltd (NYSE: QXM, or "QXM") that it does
not currently own, by way of a Scheme of Arrangement (the "Proposed
Offer") under British Virgin
Islands law. The Proposed Offer was first announced on
September 8, 2010. XING currently
owns approximately 61% of QXM's outstanding ordinary shares.
A copy of the Schedule 13E-3 and related filings can be found
on the SEC's website at www.sec.gov.
The transactions contemplated by the Proposed Offer constitute a
"going-private" transaction under applicable SEC rules and
regulations. Accordingly, the Schedule 13E-3 and the exhibits
and appendices thereto, are required to be filed with the SEC in
compliance with the requirements of Rule 13e-3 of the Securities
Exchange Act of 1934. The Schedule 13E-3 is in preliminary
form and is subject to completion or amendment. XING's offer to
purchase all outstanding shares of QXM that it does not currently
own will not commence until XING has amended the Schedule 13E-3 to
complete all outstanding information and until an order sanctioning
the Scheme of Arrangement has been issued by the Eastern Caribbean
Supreme Court in the High Court of Justice Virgin Islands,
Commercial Division.
Mr. Wu Ruilin, Chairman and CEO of XING, said, "We hope that the
information in the Schedule 13E-3 will help the investment public
in evaluating the Proposed Offer. We believe that the Proposed
Offer is fair and reasonable to the Minority Shareholders and in
the best interests of the shareholders of both QXM and XING.
Regardless of the outcome of our efforts to take QXM private,
(which will be decided by a minority shareholder vote), we remain
confident in our ability to execute on our strategy to become a
pure resources company with meaningful scale and a focus on
strategically important metals."
Forward Looking Statements
This press release contains forward-looking statements. In some
cases, these forward-looking statements can be identified by words
or phrases such as "aim," "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "is/are likely to," "may," "plan,"
"potential," "will" or other similar expressions. Statements that
are not historical facts, including, without limitation, statements
about Qiao Xing Universal Resources, Inc.'s beliefs and
expectations with respect to the Proposed Offer and its ability to
execute on its pure resources strategy are 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 SEC. Qiao Xing Universal Resources, Inc. does not
undertake any obligation to update any forward-looking statement.
All information provided in this press release is as of
October 25, 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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For more information, please
contact:
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Qiao Xing Universal
Resources
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Rick Xiao, Vice
President
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Phone:
+86-752-282-0268
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Email: rick@qiaoxing.com
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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
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.
Copyright . 25 PR Newswire