- Filing of certain prospectuses and communications in connection with business combination transactions (425)
10 Décembre 2010 - 2:02PM
Edgar (US Regulatory)
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 Provides an Update on the Progress of the Proposed Privatization of
its Subsidiary
HUIZHOU, Guangdong, China, December 10, 2010
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 Committees 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 Companys application to the Court for a Court Meeting.
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Mr. Ruilin Wu, the Companys 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. XINGs 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 Companys molybdenum business as well as an extensive study of Chinas 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
QXMCs 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.
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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 Companys shareholders, mine development and
capital expenditures, mine production and development plans, estimates of proven and probable
reserves and other mineralized material and the Companys 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 SECs 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
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