UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2010
Commission File Number: 0-29946
Qiao Xing Universal Resources, Inc.
(Translation of registrants name into English)
Qiao Xing Science Industrial Park
Tang Quan
Huizhou City, Guangdong, Peoples Republic of China 516023
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Form 20-F
þ
Form 40-F
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
o
No
þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82-
.
QIAO XING UNIVERSAL RESOURCES, INC.
Qiao Xing Science Industrial Park
Tang Quan
Huizhou City, Guangdong,
Peoples Republic of China 516023
(011) 86-752-2820-268
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, December 24, 2010
To Our Shareholders:
PLEASE TAKE NOTICE that our annual meeting of shareholders will be held at 20
th
Floor, No. 633 Kings Road, North Point, Hong Kong, on Friday, December 24, 2010, at 11:00 a.m.,
local time, for the following purposes:
1. To elect five directors to hold office for the term specified in the proxy statement or
until their successors are elected and qualified; and
2. To transact such other business as may properly come before the meeting or any adjournment.
The board of directors has fixed the close of business on October 29, 2010 as the record date
for the determination of shareholders entitled to notice of and to vote at the meeting and at any
adjournment. A proxy statement which describes the foregoing proposals and a form of proxy
accompany this notice.
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Dated: November 3, 2010
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By Order of the Board of Directors
Wenjun Xiao, Secretary
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Important Notice Regarding Availability of Proxy Materials
For the Annual Meeting of Shareholders to be Held on December 24, 2010
The proxy statement and annual report on Form 20-F are available at
www.edocumentview.com/XING
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IMPORTANT
Whether or not you expect to attend the meeting, please execute the accompanying proxy and
return it promptly in the enclosed reply envelope which requires no postage. If you grant a proxy,
you may revoke it at any time prior to the meeting. Also, whether or not you grant a proxy, you may
vote in person if you attend the meeting.
QIAO XING UNIVERSAL RESOURCES, INC.
Qiao Xing Science Industrial Park
Tang Quan
Huizhou City, Guangdong,
Peoples Republic of China 516023
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held Friday, December 24, 2010
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the board of directors of
Qiao Xing Universal
Resources, Inc.
(the Company) for use at our annual meeting of shareholders to be held at
20
th
Floor, No. 633 Kings Road, North Point, Hong Kong, on Friday, December 24, 2010,
and at any adjournment. In addition to mail, proxies may be solicited by personal interview,
telephone or telegraph by our officers, directors and other employees, who will not receive
additional compensation for such services. We may also request brokerage houses, nominees,
custodians and fiduciaries to forward the soliciting material to the beneficial owners of stock
held of record and will reimburse them at the rates suggested by the New York Stock Exchange. We
will bear the cost of this solicitation of proxies, which is expected to be nominal. Proxy
solicitation will commence with the distribution of this proxy statement on or about November 3,
2010.
Execution and return of the enclosed proxy will not affect your right to attend the meeting
and to vote in person. If you execute a proxy, you still retain the right to revoke it at any time
prior to exercise at the meeting. A proxy may be revoked by delivery of written notice of
revocation to our Secretary, by execution and delivery of a later proxy or by voting the shares in
person at the meeting. A proxy, when executed and not revoked, will be voted in accordance with its
instructions. If there are no specific instructions, proxies will be voted
FOR
the election as
directors of those nominees named in the proxy statement, and in accordance with the proxy holders
best judgment on all other matters that may properly come before the meeting.
The form of proxy provides a method for you to withhold authority to vote for any one or more
of the nominees for director while granting authority to vote for the remaining nominees. The names
of all nominees are listed on the proxy. If you wish to grant authority to vote for all nominees,
check the box marked
FOR.
If you wish to withhold authority to vote for all nominees, check the
box marked
WITHHOLD.
If you wish your shares to be voted for some nominees and not for one or
more of the others, check the box marked
FOR
and indicate the name(s) of the nominee(s) for whom
you are withholding the authority to vote by writing the name(s) of such nominee(s) on the proxy in
the space provided.
PURPOSE OF MEETING
As stated in the notice of annual meeting of shareholders accompanying this proxy statement,
the business to be conducted and the matters to be considered and acted upon at the meeting are as
follows:
1. The election of five directors to hold office for the term specified herein or until their
successors are elected and qualified; and
2. The transaction of such other business as may properly come before the meeting or any
adjournment.
VOTING AT MEETING
Our voting securities consist solely of common stock, $.001 par value per share.
The record date for shareholders entitled to notice of and to vote at the meeting is the close
of business on October 29, 2010, at which time we had outstanding and entitled to vote at the
meeting 92,974,104 shares of common stock. Shareholders are entitled to one vote, in person or by
proxy, for each share of common stock held in their name on the record date. Shareholders
representing a majority of the common stock outstanding and entitled to vote must be present or
represented by proxy to constitute a quorum.
The election of each director will require the affirmative vote of the holders of a majority
of the common stock present or represented by proxy at the meeting and voting thereon. Cumulative
voting for directors is not authorized and proxies cannot be voted for more than five nominees.
STOCK OWNERSHIP
The following table sets forth certain information regarding the beneficial ownership of our
shares of common stock as of October 15, 2010 by:
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each person who is known by us to own beneficially more than 5% of our
outstanding common stock;
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each of our current executive officers and directors and the current nominee for director; and
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all current directors and executive officers as a group.
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As of October 15, 2010, we had 92,093,426 shares of our common stock issued and outstanding.
This information gives effect to securities deemed outstanding pursuant to Rule 13d-3(d)(l)
under the Securities Exchange Act of 1934, as amended.
The address for each person named below is c/o Qiao Xing Universal Resources, Inc., Qiao Xing
Science Industrial Park, Tang Quan, Huizhou City, Guangdong, Peoples Republic of China 516023.
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Number
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Percent
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Name of Beneficial Holder
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Shares Beneficially Owned
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Wu Holdings Limited
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6,819,000
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(1)
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7.4
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Rui Lin Wu
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39,819,000
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(1)
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43.2
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Xiu Feng Shi
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0
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0
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Zhi Yang Wu
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0
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0
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Aijun Jiang
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0
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0
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Rick Wenjun Xiao
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0
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0
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Ze Yun Mu
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0
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0
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Edward Tsai
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0
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0
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Yi Hong Zhang
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0
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0
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Zhi Min Guo
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0
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0
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All directors and executive officers as a group (7 persons)
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39,819,000
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43.2
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(1)
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Wu Holdings Limited is a British Virgin Islands corporation which is wholly owned by the
Qiao Xing Trust. The Qiao Xing Trust is a Cook Islands trust which was formed for the
primary benefit of Zhi Jian Wu Li, the youngest son of Rui Lin Wu, our chairman. The
6,819,000 shares of common stock owned of record and beneficially by Wu Holdings Limited
may be deemed to also be beneficially owned by Rui Lin Wu (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934, as amended) since he may be deemed to
have and/or share the power to direct the voting and disposition of such shares.
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BOARD OF DIRECTORS
Our board of directors has the responsibility for establishing broad corporate policies and
for our overall performance, although it is not involved in day-to-day operating details. The board
meets regularly throughout the year, including the annual organization meeting following the annual
meeting of shareholders, to review significant developments affecting us and to act upon matters
requiring board
approval. It also holds special meetings as required from time to time when important matters arise
requiring board action between scheduled meetings.
Audit Committee
We have established an audit committee, which currently consists of Dr. Edward Tsai, Ze Yun Mu
and Yi Hong Zhang. Its principal functions include:
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recommending annually to our board of directors the appointment of our
independent public accountants;
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discussing and reviewing the scope and the fees of the prospective annual audit
and review the results with the independent public accountants;
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reviewing and approving non-audit services of the independent public accountants;
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reviewing compliance with our existing accounting and financial policies;
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reviewing the adequacy of our financial organization; and
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reviewing our managements procedures and policies relative to the adequacy of
our internal accounting controls and compliance with U.S. federal and state laws
relating to financial reporting.
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Nominating Committee
We have established a nominating committee, which currently consists of Dr. Edward Tsai, Ze
Yun Mu and Yi Hong Zhang. Its principal functions include:
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assessing the size and composition of the board of directors in light of our operating
requirements and existing social attitudes and trends;
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developing membership qualifications for the board of directors and all board committees;
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monitoring compliance with board of director and board committee membership criteria;
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reviewing and recommending directors for continued service as required based on our
evolving needs;
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coordinating and assisting management and the board of directors in recruiting new
members to the board of directors; and
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investigating suggestions for candidates for membership on the board of directors and
recommending prospective directors, as required, to provide an appropriate balance of
knowledge, experience and capability on the board of directors, including stockholder
nominations for the board of directors.
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Compensation Committee
We have established a compensation committee, which currently consists of Dr. Edward Tsai, Ze
Yun Mu and Yi Hong Zhang. Its principal functions are:
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reviewing and approving corporate goals and objectives relevant to the
compensation of the chief executive officer and other executive
officers;
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evaluating the chief executive officers performance in light of such
goals and objectives at least annually and communicating the results to
the chief executive officer and the board of directors;
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setting the chief executive officers compensation levels based on the
foregoing evaluation (including annual salary, bonus, stock options
and other direct and indirect benefits), with ratification by the
independent directors of the full board of directors; and
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setting the other executive officers compensation levels (including
annual salary, bonus, stock options and other direct and indirect
benefits).
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No director attended fewer than 75 percent of the aggregate of the total number of meetings of
the board of directors and the total number of meetings held by all committees of the board on
which he or she served.
Each non-employee director is compensated separately for service on the board and is
reimbursed for expenses to attend board and committee meetings.
ELECTION OF DIRECTORS
We currently have six directors on our board of directors. However, two of our current
directors, Mr. Zhi Yang Wu and Mr. Zhi Min Guo, are not standing for reelection. There are no
disagreements between the Company and Messrs. Wu and Guo.
At the meeting, five directors are to be elected and one seat on the board of
directors is expected to remain vacant. Each director will be elected for a one-year term or until his successor is elected and
qualified.
Shares represented by properly executed proxies will be voted, in the absence of contrary
indication or revocation by the shareholder granting such proxy, in favor of the election of the
persons named below as directors. The person named as proxy has been designated by management
and intends to vote for the election to the board of directors of the persons named below. If any nominee is unable to serve as a director, the shares
represented by the proxies will be voted, in the absence of contrary indication, for any substitute
nominee that management may designate. We know of no reason why any nominee would be unable to
serve. The information presented with respect to the nominees was obtained in part from each of
them and in part from our records.
Nominees for Election as Directors
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Name
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Age
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Position
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Rui Lin Wu
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58
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Chairman and Chief Executive Officer
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Xiu Feng Shi
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51
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Nominee for Director
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Ze Yun Mu
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44
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Independent Director
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Edward Tsai
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53
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Independent Director
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Yi Hong Zhang
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68
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Independent Director
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None of our directors and officers was selected pursuant to any agreement or understanding
with any other person.
Mr. Rui Lin Wu
is the chairman and chief executive officer of XING. He is XINGs founder and
has over 20 years of experience in the telecommunications industry. He is responsible for XINGs
overall strategic planning, policy making and finance. Prior to his career in the
telecommunications industry, he was a general manager of a fashion and garment factory from 1980 to
1986. Currently, Mr. Wu is the executive commissioner of the China National Association of Industry
and Commerce, senior analyst of the China National Condition and Development Research Center, and a
member of the Poverty Fund of China. Mr. Wu has also served as the vice chairman of QXM and a
director of CECT since February 2003. Mr. Wu is a citizen of the Peoples Republic of China.
Mr. Xiu Feng Shi
has been director of product division for Real Gold Ming Limited since April
2007. Real Gold Mining Ltd. is listed on the Hong Kong Stock Exchange (HKSE) and is controlled by
Mr. Wu through his beneficial ownership of Lead Honest Management Limited. From December 2004 to
April 2007, Mr. Shi served as division chief for Chifeng Jinxing Mining Co., Ltd. Mr. Shi served
as deputy chief and technology chief engineer for Fuda Gold Mine from October 2002 to November
2004. From April 1996 to September 2002, Mr. Shi led production planning, statistics and
scheduling for the Honghuagou Gold Mine. Mr. Shi is a citizen of the Peoples Republic of China.
Mr. Ze Yun Mu
has served as an independent director since September 15, 2003. Mr. Mu had also
served since 1998 as the external affairs director for Huizhou Wei Guo Machinery Factory and served
as a technician for them from 1990 to 1998. Mr. Mu is a citizen of the Peoples Republic of China
Dr. Edward Tsai
has served as an independent director since December 2007. Dr. Tsai has been
the chairman of Paradigm Venture Partners L.L.C. since August 2000, a business engaged in venture
capital funds management. From February 1997 to February 2000, he served as president of Allianz
President General Insurance Co. Dr. Tsai was president and chief executive officer of President
Investment Trust Corp. from January 1994 to February 1997 engaged in mutual funds management. He
was an attorney-at-law with Baker & McKenzie from October 1989 to January 1994 and with
Diepenbrock, Wolff, Plant & Hannagen from August 1988 to October 1989. Dr. Tsai received his J.D.
degree from Santa Clara University in 1988, his LL.M. degree from Tulane University in 1983, his
LL.B. degree from Chinese Culture University in 1979 and the Executive Program of Business
Management from National Cheng-Chi University in 1998. Dr. Tsai is a citizen of the Republic of
China.
Mr. Yi Hong Zhang
has served as an independent director since December 2004. Since 2004, he
has served as senior advisor and independent director of Guangzhou Hualin Enterprise Group. From
2001 through 2003, Mr. Zhang was the standing deputy director of the leadership panel for technical
assessment under the Guangdong Science and Technology Institute. From 2000 to 2001, he served as
chairman and general manager of Guangdong Zhongping Yueke Appraisal Co., Ltd. From 1994 to 1999,
Mr. Zhang served as head of the Guangdong Science and Technology Appraisal Center. Mr. Zhang is a
citizen of the Peoples Republic of China.
Compensation of Directors and Executive Officers
The aggregate compensation which we paid to all of our directors and executive officers as a
group with respect to our fiscal year ended December 31, 2009 on an accrual basis, for services in
all capacities, was Rmb 2,468,112 (US$361,580). During the fiscal year ended December 31, 2009, we
contributed an aggregate amount of Rmb 30,000 (US$4,395) toward the pension plans of our directors
and executive officers.
Executive Service Contract
We have not entered into an employment agreement with Mr. Rui Lin Wu. Currently, Mr. Wu serves
as our chairman and chief executive officer. He receives a director fee of Rmb 223,560 (US$32,752)
and a salary of Rmb 0 (US$ 0) for 2009. Mr. Wus remuneration package includes benefits with
respect to a motor car.
Options and Warrants Outstanding
As of October 29, 2010, the following options and warrants to purchase shares of our common
stock were outstanding:
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warrants to purchase an aggregate of 407,971 shares of common stock at
US$14.30 per share at any time until October 31, 2010 which we granted
to two accredited investors and the placement agent in October 2006 in
connection with the sale of 2,000,000 shares of our common stock at
US$12.00 per share (October 2006 SPA Warrants)
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warrants to purchase an aggregate of 545,455 shares of common stock at
US$14.30 per share at any time until October 31, 2011 which we granted
to two accredited investors and the placement agent in October 2006 in
connection with the sale of US$26,000,000 of our senior convertible
notes (October 2006 CB Warrants)
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warrants to purchase an aggregate of 736,016 shares of common stock at
US$10.19 per share at any time until August 17, 2012 which we granted
to two accredited investors and the placement agent in August 2007 in
connection with the sale of US$25,000,000 of our senior convertible
notes (August 2007 CB Warrants)
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Each of the foregoing warrants contains provisions for the adjustment of exercise price and
number of warrant shares in the event of Dilutive Issuances as defined therein.
Accordingly, the number of shares issuable upon exercise of the warrants and the exercise price of
the following warrants have been adjusted pursuant to the Dilutive Issuances provisions as
follows:
1.
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October 2006 SPA Warrants to purchase 3,362,524 shares of common stock at US$1.735 per
share
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2.
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October 2006 CB Warrants to purchase 4,495,681 shares of common stock at US$1.735 per share
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3.
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August 2007 CB Warrants to purchase 4,322,768 shares of common stock at US$1.735 per share
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THE BOARD OF DIRECTORS RECOMMENDS TO THE SHAREHOLDERS THAT YOU VOTE
FOR
THE ELECTION
OF SUCH NOMINEES.
CERTAIN TRANSACTIONS
The following table is provided to facilitate your understanding of the relationships between
us and each of the following related parties and their transactions with us during the fiscal year
ended December 31, 2009.
Name and relationship of related parties:
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Name of related parties
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Existing relationship with the Company
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Mr. Zhi Jian Wu Li
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Major shareholder
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Mr. Rui Lin Wu
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Director and father of Mr. Zhi Jian Wu Li
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Wu Holdings Limited
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Intermediate holding company
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Exquisite Jewel Limited
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Minority shareholder
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Metrolink Holdings Limited
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Minority shareholder
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Specialist Consultants Limited
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Minority shareholder
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Qiao Xing Group Limited (QXGL)
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Common director and minority shareholder
of CECT, QXCI and QXPL
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Huizhou Qiaoxing Famous Science
& Technology Co., Ltd. (QFST)
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A company 80% owned by QXGL
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Summary of related party transactions is as follows:
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2007
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2008
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2009
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RMB000
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RMB000
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RMB000
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US$000
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Property management fee paid and payable to:
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- QXGL
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100
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119
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55
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8
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Sales to:
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- QFST
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95,514
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133,611
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63,616
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9,315
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Mr. Rui Lin Wu (held in trust for Mr. Zhi Jian Wu Li), Exquisite Jewel Limited, Metrolink
Holdings Limited and Specialist Consultants Limited, the Companys shareholders provided
shareholders loan to the Company at amount of RMB6,729,000. The loans are denominated in United
States Dollar and are non-interest bearing. The shareholders have agreed not to make demand on the
Company and its subsidiaries (the Group) for repayment before January 1, 2010. For financial
reporting purposes for the year ended December 31, 2009, interest expense of approximately
RMB437,000 (US$64,000) (2008: RMB437,000; 2007: RMB487,000) was imputed based on the cost of
borrowings of approximately 6.5% (2008: 6.5%; 2007: 6.5%) per annum and was recorded as interest
expense and shareholders contribution in the consolidated financial statements.
During each of the periods presented, the Company entered into various loan agreements with
commercial banks in the PRC at terms ranging from three months to one year. The principal amounts
of these short-term loans are repayable at the end of the loan period, while the related interest
expense is payable on a monthly or quarterly basis.
Short-term bank borrowings are secured by the following:
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2008
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2009
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RMB000
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RMB000
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US$000
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Pledged of:
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- Bank deposits of the Group
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136,299
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251,720
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36,877
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- Bills receivable of the Group
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40,000
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Guarantees provided by:
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- QXGL
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160,000
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50,000
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7,321
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- QXGL and directors
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360,000
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290,000
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42,463
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- Directors
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218,500
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68,500
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10,030
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On April 6, 2009, the Company acquired a 100% equity interest in CLJC in a cash-and-stock
transaction from Mr. Wu Rui Lin, the president of the Company. CLJC was valued at approximately
US$110 million. The Company paid US$30 million in cash and issued 40,000,000 shares of the
Companys common stock valued at US$2.00 per share to Mr. Wu Rui Lin. The closing share price of
the Companys common stock as of the acquisition date was US$1.73 per share. The Company also
issued 2,100,000 shares to a financial consulting firm and 100,000 shares to a law firm for
services in connection with the acquisition.
CLJC, through its wholly owned Chinese subsidiaries, owns the right to receive the expected
economic residual returns from Chifeng Haozhou Mining Co., Ltd. (Haozhou Mining), a large
copper-molybdenum poly-metallic mining company in China. Haozhou Mining owns the exploration
license of a mine covering 53.9 square kilometers (the Mine) in the Inner Mongolia Autonomous
Region in the Peoples Republic of China (the Acquisition). Through exploration of 32.34 square
kilometers, it was concluded that there is a reserve of 30,985 tons of molybdenum metal and an
abundance of other types of mineralization, which was supported by the Technical Report issued by
Behre Dolbear Asia, Inc. Haozhou intends to explore for additional mineralization on the remaining
21.56 square kilometers in the future.
The Mine is located in Chifeng, which is a strategically important base for Chinas mineral
resources industry; the average grade of the molybdenum reserves of the Mine is 0.40%, which is
very high compared with the global average for molybdenum mines; transportation, supply of water
and electricity are economically accessible; Chifeng Haozhou is managed by a team of mining experts
with demonstrated experience who are capable of operating a mining business; it has all necessary
permits, approval from the PRC government authorities to explore and extract minerals from the
mines, as well as environment protection permits and safety permits; the infrastructure and the
initial production facility (the Initial Project) are believed to be sufficient to support the
capacity of processing 435,000 tons of ores and producing 2,817 tons of molybdenum concentrate
product annually (equivalent to 1,378 tons of molybdenum metal). The Mine commenced commercial
operations in July 2009. It is planned that, as of 2011, the production capacity will eventually
increase to a level to process 540,000 tons of ores and produce 3,526 tons of molybdenum
concentrate on an annual basis.
Since the Acquisition constituted a material related party transaction, the Board of Directors
of the Company determined to establish an independent special acquisition committee (the
Committee) to evaluate and negotiate with Mr. Wu with respect to the Acquisition. In order to
maintain the independence of the Committee, Mr. Rui Lin Wu (our Chairman and CEO) and Mr. Zhi Yang
Wu (our Vice Chairman and eldest son of Rui Lin Wu) were excluded from membership on the Committee.
The members of the Committee and their respective relationships with the Company and our Board of
Directors were as follows:
(i) Mr. Qian Mao Gen, senior geological engineer, was engaged as a consultant to the Company in
connection with the Companys diversification efforts into the resources industry in 2007 and was
appointed as a member of the Committee in February 2009.
(ii) Mr. Peng Bin, geological engineer, was engaged as a consultant to the Company in connection
with the Companys diversification efforts into the resources industry in 2007 and appointed as a
member of the Committee in February 2009.
(iii) Dr. Edward Tsai was elected as a independent director of the Company and appointed as a
member of the Companys audit committee in December 2007 and was appointed as a member of the
Committee in February 2009.
(iv) Professor Yi Hong Zhang was elected as a independent director of the Company and appointed as
a member of the Companys audit committee in December 2004 and was appointed as a member of the
Committee in February 2009.
(v) Mr. Ze Yun Mu was elected as a independent director of the Company and appointed as a member of
the Companys audit committee in September 2003 and was appointed as a member of the Committee in
February 2009.
Mr. Wu and the Committee agreed that the consideration for the Acquisition should be based on
the valuation report of a reputable valuation firm. The management of the Company recommended
American Appraisal China Limited to the Committee. The Committee had a discussion with Mr. Wu, and
both parties agreed to engage American Appraisal China Limited to serve as the internal valuator
for the Acquisition and required American Appraisal China Limited to provide to the Committee a
price range in its valuation report to facilitate the negotiation between the Committee and Mr. Wu.
American Appraisal is a large independent worldwide valuation consulting firm with more than 50
offices in five continents, providing multi-disciplined appraisal services in business, real estate
and industrial valuation. American Appraisal China Limited does not have any past and present
affiliations with the Company other than prior valuation projects which it performed for the
Company in the past.
The US$110,000,000 purchase price for the Acquisition was reached by negotiations between Mr.
Wu and the Committee based primarily on the valuation report of American Appraisal China Limited as
of November 30, 2008 which established a valuation range of US$77,013,000 to US$128,957,000. The
appraisal report served as an internal reference for the negotiation of the purchase price for the
Acquisition.
INDEPENDENT PUBLIC ACCOUNTANTS
A representative of Crowe Horwath & Company LLP is expected to attend the meeting and will
have the opportunity to make a statement if he or she so desires. This representative is expected
to be available to respond to appropriate shareholder questions at that time.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record who desires to submit a proper proposal for inclusion in the proxy
materials relating to our next annual meeting of shareholders must do so in writing and it must be
received at our principal executive offices by December 31, 2010. You must be a record or
beneficial owner entitled to vote at the next annual meeting on your proposal and must continue to
own such security entitling you to vote through the date on which the meeting is held.
ANNUAL REPORT
Our annual report to shareholders concerning our operations during the fiscal year ended
December 31, 2009, including audited financial statements, has been made available to all record
holders as of the record date. The annual report is not incorporated in the proxy statement and is
not to be considered a part of the soliciting material.
OTHER BUSINESS
Our management is not aware of any other matters which are to be presented at the meeting, nor
have we been advised that other persons will present any such matters. However, if other matters
properly come before the meeting, the individual named in the accompanying proxy shall vote on
such matters in accordance with his best judgment.
AVAILABILITY OF ANNUAL REPORT ON FORM 20-F
UPON WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON FORM
20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, TO EACH SHAREHOLDER OF RECORD OR TO EACH
SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER, AS NOMINEE, AT THE
CLOSE OF BUSINESS ON OCTOBER 29, 2010. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM
20-F SHOULD BE SENT TO OUR SECRETARY, QIAO XING UNIVERSAL RESOURCES, INC., QIAO XING SCIENCE
INDUSTRIAL PARK, TANG QUAN, HUIZHOU CITY, GUANGDONG, PEOPLES REPUBLIC OF CHINA 516023 OR VIA
E-MAIL AT RICK@QIAOXING.COM.
The above notice and proxy statement are sent by order of the board of directors.
November 3, 2010
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
QIAO XING UNIVERSAL RESOURCES, INC.
TO BE HELD DECEMBER 24, 2010
The undersigned hereby appoints Rui Lin Wu as the lawful agent and Proxy of
the undersigned (with all powers the undersigned would possess if personally present,
including full power of substitution), and hereby authorizes him to represent and to vote,
as designated below, all the shares of common stock of Qiao Xing Universal Resources, Inc. held of
record by the undersigned as of the close of business on October 29, 2010, at the Annual Meeting of
Shareholders to be held on Friday, December 24, 2010, or any adjournment or postponement.
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FOR all nominees listed below
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WITHHOLD AUTHORITY
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(except as marked to the contrary below)
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to vote for all nominees listed below
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R.L. Wu; X. F. Shi; Z.Y. Mu; Y.H. Zhang; E. Tsai
(INSTRUCTION: To withhold authority to vote for any nominees, write the nominees names on the
space provided below.)
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2.
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In their discretion, the Proxies are authorized to vote upon any
matters which may properly come before the meeting, or any adjournment
or postponement thereof.
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It is understood that when properly executed, this proxy will be voted in the manner directed
herein by the undersigned shareholder. WHERE NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THE PROXY
WILL BE VOTED FOR THE ELECTION OF DIRECTORS PROPOSED IN ITEM (1) AND IN FAVOR OF ITEM (2).
The undersigned hereby revokes all previous proxies relating to the shares covered hereby and
confirms all that each said proxy or his substitutes may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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Dated:
,
2010
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Signature
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Signature if held jointly
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PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE MEETING.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: November 3, 2010
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Qiao Xing Universal Resources, Inc.
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By:
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/s/ Rui Lin Wu
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Name:
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Rui Lin Wu
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Title:
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Chairman
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