HUIZHOU, China, Dec. 23, 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 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"), an emerging Chinese resource company with a focus on
several strategically important nonferrous metals such as
molybdenum and copper, today announced that its wholly owned
subsidiary has signed a definitive agreement with Chifeng Xingu
Mining Co., Ltd. ("Chifeng Xingu"), a non-affiliated third party,
to acquire the 100% equity interest in Balinzuo Banner Xinyuan
Mining Co., Ltd. ("Xinyuan" or the "Mining Company") for
RMB588 million (US$88.4 million) in cash (the "Purchase Price")
to be paid in three instalments within three months. Xinyuan owns a
mining license for a lead-zinc-copper mine that covers 3.3233
square kilometres in Wulandaba Suma, Balinzuo Banner, in the Inner
Mongolia Autonomous Region of the
People's Republic of China (the "Xinyuan Lead-zinc-copper
Mine" or the "Mine").
According to the Independent Technical Review ("ITR") issued by
John T. Boyd Company, one of the largest independent consulting
firms in the world serving the mining, financial, utility and
related industries, the Xinyuan Lead-zinc-copper Mine is verified
to have ore reserves of 9,749,000 tons, which primarily contains
1.44% lead, 2.64% zinc and 0.59% copper.
The ITR also evaluated the net present value (NPV) (15% discount
rate was applied) of the Mine based on a production capacity
expansion plan. The Purchase Price was negotiated based on the
formula determined in May 2010, when
the letter of intent was signed and when commodity prices were at
relatively low levels, and was determined by applying a discount to
the NPV.
The Mine, with well-developed infrastructure, including water
and power supplies as well as transportation, and an experienced
technical and management team, started operation in March 2010 and had processing capacity of 500
tons of ores per day in June 2010. It
is expected that its processing capacity will be improved
significantly up to 2,000 tons of ores per day by the middle of
2011 (the "Capacity Expansion Plan"). Should the Capacity Expansion
Plan be fulfilled, the remaining life of the Mine would be around
18 years. The Mine will produce lead, zinc and copper concentrates
to supply smelters in Chifeng and surrounding areas in China. In addition, silver and cobalt are also
expected to be recovered in commercial quantities, as part of the
main concentrate products.
Based on the Capacity Expansion Plan, it is estimated that in
2012 the Mine will generate revenue of RMB430 million, operating profit (EBITDA) of
RMB180 million and net cash flow of
over RMB100 million.
"We expect to be able to pay for this acquisition and to finance
the expected capital expenditure by using our own cash on hand, and
cash to be generated from our Haozhou molybdenum mine business as
well as the newly acquired lead-zinc-copper mine business," Mr. Wu
Ruilin, Chairman and Chief Executive Officer of XING commented.
"With the addition of this promising resource asset, we expect to
greatly enhance our foothold in China's resources industry. We are
increasingly confident of our ability to create much higher value
for our shareholders."
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. 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 its proposal to privatize QXMC by acquiring the
shares it does not already hold through a Scheme of Arrangement
(the "Proposed Offer"), 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, 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 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 23, 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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Qiao Xing Universal Resources
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Rick Xiao
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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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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
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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.