QXM Qiao Xing Mobile Communication Co., Ltd. Ordinary Shares

Filing under Rule 425 under
the Securities Act of 1933
Filing by: Qiao Xing Universal Resources, Inc.
Subject Company: Qiao Xing Mobile Communication Co., Ltd
SEC File No. of Qiao Xing Mobile Communication Co., Ltd: 001-33430

Qiao Xing Universal Resources, Inc. Reports Third-Quarter 2010 Financial Results

HUIZHOU, China, Dec. 7, 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 announced unaudited results for the three months ended September 30, 2010.

“During the third quarter of 2010, molybdenum concentrate production in our Chifeng Haozhou Mining Co., Ltd., (“Haozhou”) increased by 5.6% from 930 metric tons in the second quarter of 2010 to 982 metric tons in the third quarter. Despite a 9.2% decline in the average selling price of molybdenum concentrate from the second quarter, Haozhou still recorded net income of RMB22.8 million (US$3.4 million). With the continuous improvement in production volumes and the rebound in the selling price of molybdenum concentrate in the fourth quarter, we estimate that in the fourth quarter, the net profit from our Haozhou Molybdenum mining operations will increase sequentially from the third quarter. Our telecommunications business, which we operate through our 61%-owned subsidiary Qiao Xing Mobile Communication Co., Ltd (NYSE: QXM, or “QXMC”), continued its declining trend driven by difficult market conditions in the mobile handset business. However, we remain confident about its financial condition,” commented Mr. Ruilin Wu, the Company’s Chairman and Chief Executive Officer.

“As we continue to work on completing our proposal to privatize QXMC, we have also made steady progress in our proposed acquisitions of molybdenum, copper, lead and zinc mines. These developments demonstrate our clear strategy and our confidence in the long-term growth of the resources industry.”

Third-Quarter Highlights

— The Company reported net sales of RMB366.6 million (US$54.8 million) compared to RMB508.1 million in the third quarter of 2009.

— Gross profit was RMB43.0 million (US$6.4 million) compared to RMB112.2 million in the third quarter of 2009. Gross margin was 11.7% compared to 22.1% in the third quarter of 2009.

— Net income was RMB1.9 million (US$0.3 million), or RMB0.02 per basic share, compared to a net loss of RMB130.2 million, or RMB2.23 per basic share, in the third quarter of 2009 (after the attribution of the non-controlling interests).

Financial Review of Operations for Molybdenum Mining Business

	•		Consolidated revenue from the mining business for the third quarter of 2010 totaled RMB80.6 million (US$12.0 million). Gross profit was RMB33.9 million (US$5.1 million). Gross margin was of 42.1%, compared to 46.8% in the second quarter of 2010. Net income totaled RMB22.8 million (US$3.4 million) in the third quarter.
	•		Molybdenum concentrate production in the third quarter of 2010 increased by 5.6% from 930 metric tons in the second quarter of 2010 to 982 metric tons (2.17 million pounds), equivalent to 473 metric tons (1.04 million pounds) of molybdenum metal.
	•		The average cost of sales of molybdenum metal produced in the third quarter of 2010 was RMB98,825 (US$14,771) per metric ton, or RMB44.82 (US$6.70) per pound. The average cash cost of molybdenum metal produced in the third quarter of 2010 was RMB64,173 (US$9,592) per metric ton, or RMB29.10 (US$4.35) per pound. (The Company produces molybdenum concentrate but does not engage in smelting operations, so the cash cost does not include the cost of smelting).
	•		Capital expenditures for the mining business in the third quarter of 2010 totaled RMB27.8 million (US$4.2 million). These capital expenditures were primarily used for the construction of the Company’s Chifeng Haozhou Mine in Balinzuo Banner, Chifeng, the Inner Mongolia Autonomous Region of the People’s Republic of China.

The average price of molybdenum concentrate sold by Haozhou for the third quarter ended September 30, 2010 was RMB1,991 per metric ton unit, representing a decrease of 9.2% from RMB2,193 per metric ton unit for the second quarter of 2010.

Financial Review of Operations for the Telecommunications Business

	•		Revenues were RMB286.0 million (US$42.8 million) compared to RMB410.7 million in the third quarter of 2009.
	•		Handset shipments were 370,000 units compared to 406,000 units in the third quarter of 2009.
	•		Gross margin was 3.2 % compared to 15.5% in the third quarter of 2009.
	•		Operating loss was RMB42.4 million (US$6.3 million) compared to an operating income

			of RMB7.7 million in the third quarter of 2009.
	•		Net loss attributable to holders of ordinary shares was RMB52.9 million (US$7.9 million) compared to RMB83.8 million in the third quarter of 2009.

Revenues for the third quarter of 2010 were RMB286.0 million (US$42.8 million), compared with RMB410.7 million in the same period of 2009. The decrease from the third quarter of 2009 was primarily due to lower unit shipments and a decrease in the average selling price (“ASP”) of products sold in the third quarter of 2010.

Total handset shipment in the third quarter of 2010 was approximately 370,000 units, representing a decrease of 8.9% compared with 406,000 units in the same period of 2009. The decrease in handset shipments compared to the same period of last year was primarily due to fewer new model launches and a slow-down in shipments amid increasing competition in the handset market.

The ASP of handset products decreased to RMB746 (US$112) in the third quarter of 2010, as compared to RMB866 in the third quarter of 2009. The lower ASP compared to the same period last year was primarily due to more aggressive pricing to drive sales in an increasingly competitive environment.

Gross profit in the third quarter of 2010 was RMB9.1 million (US$1.4 million), compared with RMB63.7 million in the same period of 2009. Gross margin was 3.2% in the third quarter of 2010, compared to 15.5% in the same period of 2009. The year-over-year decline in gross margin arose primarily due to the decline in ASP.

Selling and distribution (“S&D”) expenses in the third quarter of 2010 were RMB33.5 million (US$5.0 million), as compared to RMB34.5 million in the same period of 2009. The decrease in S&D expenses in the third quarter of 2010 was primarily due to a reduction in payroll costs and other payroll-related expenses.

General and administrative (“G&A”) expenses were RMB12.2 million (US$1.8 million) in both the third quarter of 2010 and the third quarter of 2009. Share-based compensation expenses recognized in G&A expenses were RMB4.7 million (US$0.7 million) in the third quarter of 2010, compared to RMB2.9 million in the third quarter of 2009. The increase in share-based compensation expenses in the third quarter of 2010 was, however, offset by a reduction in payroll costs and bad debt provisions.

Research and development (“R&D”) expenses were RMB4.7 million (US$0.7 million), compared to RMB8.1 million in the same period of 2009. The lower R&D expenses comparing with the same period of last year was primarily due to lower payroll costs and software license fees.

Total share-based compensation expenses, which have been allocated to S&D, G&A and R&D expenses, increased to RMB5.5 million (US$0.8 million) in the third quarter of 2010 from RMB3.3 million in the same period of 2009.

Operating loss in the third quarter of 2010 was RMB42.4 million (US$6.3 million), compared to an income of RMB7.7 million in the third quarter of 2009.

Net loss in the third quarter of 2010 was RMB52.9 million (US$7.9 million), compared to RMB83.8 million in the same period of 2009.

Financial Condition

As of September 30, 2010, the Company and its subsidiaries held US$515.6 million in cash and cash equivalents and US$516.8 million in working capital. Shareholders’ equity was US$659.4 million as of September 30, 2010.

As of September 30, 2010, QXMC and its subsidiaries held US$412.0 million in cash and cash equivalents and US$400.5 million in working capital. Shareholders’ equity was US$418.6 million as of September 30, 2010.

Business Outlook

	•		XING continues to expect that its molybdenum business in Chifeng, Inner Mongolia will contribute a net profit of more than US$24 million in the 2011 fiscal year.
	•		The Company also continues to expect that the acquisition of Balinzuo Banner Xinyuan Mining Co., Ltd, which owns a relatively large-scale lead-zinc mine in Balinzuo Banner, Chifeng, Inner Mongolia, will be completed in the fourth quarter of 2010. In addition, the Company expects to increase this lead-zinc mine’s production capacity to extract 2,000 metric tons of ore per day after completion of the acquisition and remains optimistic that it will be a major source of cash and net income.
	•		The Company is now in the process of acquiring another large molybdenum mine in Inner Mongolia.
	•		With the expected completion of the proposed privatization of QXMC, XING expects to have strong financial resources for the future acquisition of more mines and ultimately become a “Pure Resources, Bigger Player”.

Foreign Exchange Rate Used

The United States dollar (US$) amounts disclosed in this press release are presented solely for the convenience of the reader. Translations of the amounts from Renminbi (RMB) into United States dollars for the convenience of readers were calculated at the noon purchase rate of US$1.00 = RMB6.6905 on September 30, 2010 in New York City for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the RMB amounts could have been, or could be, converted into U.S. Dollars at that rate on September 30, 2010, or on any other specific date. The percentages stated are calculated based on RMB.

FINANCIAL TABLES FOLLOW

Qiao Xing Universal Resources, Inc. and its Subsidiaries
Condensed Consolidated Profit and Loss Account
For three months ended September 30

		2009				2010
		RMB‘000				RMB‘000				US$‘000
Net sales			508,074				366,579				54,791
Cost of goods sold			(395,831	)			(323,577	)			(48,364	)
Gross profit			112,243				43,002				6,427
Total operating expenses			(55,627	)			(59,516	)			(8,896	)

		2009				2010
		RMB‘000				RMB‘000				US$‘000
Income from operation			56,616				(16,514	)			(2,468	)
Net non-operating income (loss)			(103,950	)			3,025				452
Income before income tax			(47,334	)			(13,489	)			(2,016	)
Provision for income tax			(24,879	)			(6,777	)			(1,013	)
Net income from continuing operations, net of tax			(72,213	)			(20,266	)			(3,029	)
Discontinued operations, net of tax			(90,322	)			—				—
Net income (loss) for the quarter			(162,535	)			(20,266	)			(3,029	)
Net loss (income) attributable to the noncontrolling interest			32,343				22,181				3,315
Net income (loss) after attribution of the noncontrolling interest			(130,192	)			1,915				286
To common stock			(130,192	)			1,915				286
Basic earnings (loss) per common share:
Before extraordinary gain			(2.23	)			0.02				0.00
After extraordinary gain			(2.23	)			0.02				0.00
Weighted average number of shares outstanding
Basic			58,309,279				90,637,348				90,637,348

Qiao Xing Universal Resources, Inc. and its Subsidiaries
Condensed Consolidated Balance Sheet

		December 31,				September 30,
		2009				2010
		RMB‘000				RMB‘000				US$‘000
ASSETS
CURRENT ASSETS
Cash and cash equivalents			3,709,503				3,449,389				515,565
Restricted cash			251,720				111,919				16,728
Accounts receivable, net			123,082				410,215				61,313
Inventories			98,012				125,846				18,810
Prepaid expenses			184,339				142,163				21,249
Other current assets			37,025				30,507				4,560
Due from related parties			25				25				4
Deferred income taxes			15,942				13,474				2,012

		December 31,				September 30,
		2009				2010
		RMB‘000				RMB‘000				US$‘000
Assets held for sale			163,000				—				—
Due from discontinued operations			200,000				130,000				19,431
TOTAL CURRENT ASSETS			4,782,648				4,413,538				659,672
NON-CURRENT ASSETS
Property, machinery and equipment, net			170,485				250,884				37,498
Proven and probable reserves			712,121				683,256				102,123
Construction-in-progress			86,591				53,126				7,941
Investment at cost			5,000				—				—
Goodwill			82,058				82,058				12,265
Value beyond proven and probable reserves			67,295				67,295				10,058
Other acquired intangible assets, net			4,433				1,108				166
Deferred income taxes — noncurrent			—				1,819				272
TOTAL NON-CURRENT ASSETS			1,127,983				1,139,546				170,323
TOTAL ASSETS			5,910,631				5,553,084				829,995
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Short term bank borrowings			884,708				606,000				90,576
Accounts payable			60,750				72,060				10,770
Other payables			57,238				12,336				1,844
Accrued liabilities			40,472				58,277				8,710
Deposits received			1,310				1,310				196
Deferred revenues			16,370				16,234				2,426
Due to related parties			5,118				8,661				1,294
Taxation payable			15,016				15,640				2,338
Convertible notes			233,716				112,162				16,764
Embedded derivatives liabilities			63,096				17,784				2,658
Assets retirement obligation			4,013				8,989				1,345
TOTAL CURRENT LIABILITIES			1,381,807				929,453				138,921
LONG-TERM LIABILITIES
Shareholders loans			6,732				6,599				986
Warrants liabilities			148,921				35,656				5,329
Deferred tax liabilities			175,281				169,895				25,394
TOTAL NON-CURRENT LIABILITIES			330,934				212,150				31,709
TOTAL LIABILITIES			1,712,741				1,141,603				170,630
SHAREHOLDERS’ EQUITY
XING equity
Common stock, par value RMB0.008 (equivalent of US$0.001); authorised 200,000,000 shares as of December 31, 2009 and March 31, 2010; outstanding and fully paid — 82,327,993 shares as of December 31, 2009 and 90,294,134 shares as of March 31, 2010			602				669				100
Additional paid-in capital			2,404,998				2,558,222				382,366
Cumulative translation adjustments			(160,352	)			(159,958	)			(23,908	)

		December 31,				September 30,
		2009				2010
		RMB‘000				RMB‘000				US$‘000
Retained earnings			796,736				888,545				132,807
TOTAL XING EQUITY			3,041,984				3,287,478				491,365
NONCONTROLLING INTEREST			1,156,086				1,124,003				168,000
TOTAL EQUITY			4,198,070				4,411,481				659,365
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY			5,910,631				5,553,084				829,995

About Qiao Xing Universal Resources, Inc.

Qiao Xing Universal Resources, Inc. (“XING” or 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 to acquire all the outstanding shares of its 61%-owned subsidiary Qiao Xing Mobile Communication Co., Ltd. (NYSE: QXM, or “QXMC”) that it does not currently own, by way of a Scheme of Arrangement (the “Proposed Offer”) under British Virgin Islands law, 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, 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 7, 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

Rick Xiao, Vice President

Phone: +86-752-282-0268

Email: rick@qiaoxing.com

USA IR AGENCY

CCG Investor Relations Inc.

Mr. Ed Job, CFA

Phone: +86-1381-699-7314 (Shanghai)

Email: ed.job@ccgir.com

Filing under Rule 425 under

the Securities Act of 1933

Filing by: Qiao Xing Universal Resources, Inc.

Subject Company: Qiao Xing Mobile Communication Co., Ltd

SEC File No. of Qiao Xing Mobile Communication Co., Ltd: 001-33430

CONTACT: Rick Xiao, Vice President of Qiao Xing Universal Resources, +86-752-282-0268, rick@qiaoxing.com; or USA IR AGENCY — Mr. Ed Job, CFA of CCG Investor Relations Inc., +86-1381-699-7314 (Shanghai), ed.job@ccgir.com

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