- Filing of certain prospectuses and communications in connection with business combination transactions (425)
06 Janvier 2011 - 4:11PM
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 a Second Update on the Progress of the Proposed
Privatization of its Subsidiary
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 News) (QXM), has announced that, at a meeting of QXMs 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 XINGs 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 QXMs release and 6-K filing).
Mr. Ruilin Wu, the Companys Chairman and Chief Executive Officer, said ,Given that QXMs 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 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 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 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
CONTACT: At Qiao Xing Universal Resources, Rick Xiao, Vice President, +86-752-282-0268, or
rick@qiaoxing.com; or at USA IR AGENCY, CCG Investor Relations Inc., Mr. Ed Job, CFA,
+86-1381-699-7314 (Shanghai), or ed.job@ccgir.com
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