HUIZHOU, China, March 28, 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) ("XING"),
one of the leading players in the molybdenum-mining business as
well as a company with meaningful size in the resources
industry, today announced that it will hold a conference
call on March 31, 2011 at
8:00 am EDT (8:00 pm Beijing Time) to discuss the Scheme of
Arrangement (the "Scheme") which was proposed by XING in
September 2010, as well as the
shareholders meeting of Qiao Xing Mobile Communication Co., Ltd.
("QXM") to be held on April 7, 2011
(the "Meeting") for the shareholders of QXM (other than XING – the
"Minority Shareholders") to consider and vote on the Scheme.
Pursuant to the Scheme, XING has proposed to 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. In December
2010, QXM's Board of Directors authorized putting the Scheme
to the Minority Shareholders for their consideration. On
February 28, 2011, XING and QXM
announced that the Meeting would be held on April 7, 2011.
The dial-in details for the live conference call are as
follows:
International Access
Number: +852 3005 2050
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China Access Number:
4006816949
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Hong Kong Access Number:
3005 2050
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US Toll Free Access
Number: 1 866 549 1292
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Participant PIN Code:
550647#
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Please dial in approximately 10 minutes before the scheduled
time of the call. An archived webcast of the conference
call will be available on http://www.cosun-xing.com until the
Meeting, including any adjournment thereof, is concluded.
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. is a leading player in the
molybdenum-mining industry with 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. XING 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 economic 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, XING made the strategic
decision to diversify into the resources industry. Since then, XING
has made several acquisitions in the resources industry and
divested its fixed-line and budget mobile phone businesses.
To reflect this change, XING changed its corporate name to
Qiao Xing Universal Resources, Inc., effective January 28, 2010.
XING 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 proposed privatization of its QXM
subsidiary, or via other alternatives, to become a pure-play
resources company.
Cautionary Note Regarding Forward Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties. These include statements about our
expectations, plans, objectives, assumptions, performance 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 QXM, anticipated mining capacity and production
volumes, long-term growth prospects for the resources industry,
XING and value for XING's shareholders, mine development and
capital expenditures, mine production and development plans,
estimates of proven and probable reserves and other mineralized
material, expectations with respect to supply and demand for
mineral resources and XING'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 SEC. The Company does not undertake any obligation
to update any forward-looking statements. All information provided
in this press release is as of March 28,
2011.
Additional Information and Where to Find It
Qiao Xing Universal Resources, Inc. has filed a Schedule 13E-3
with the SEC in connection with its proposed offer to acquire all
of the outstanding shares of Qiao Xing Mobile Communication Co.,
Ltd. not currently owned by it by way of the Scheme (the "Proposed
Offer"). This document 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 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
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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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USA IR AGENCY
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CCG Investor Relations
Inc.
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Mabel Zhang,
Associate Partner
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Phone: +1 310 954 1353
(Los Angeles)
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E-mail:
mabel.zhang@ccgir.com
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Filing under Rule 425
under the Securities Act of 1933 Filing by:
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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.