HUIZHOU, China, Dec. 7, 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 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 announced unaudited results for the
three months ended September 30,
2010.
"During the third quarter of 2010, molybdenum concentrate
production in our Chifeng Haozhou Mining Co., Ltd., ("Haozhou")
increased by 5.6% from 930 metric tons in the second quarter of
2010 to 982 metric tons in the third quarter. Despite a 9.2%
decline in the average selling price of molybdenum concentrate from
the second quarter, Haozhou still recorded net income of
RMB22.8 million (US$3.4 million). With the continuous improvement
in production volumes and the rebound in the selling price of
molybdenum concentrate in the fourth quarter, we estimate that in
the fourth quarter, the net profit from our Haozhou Molybdenum
mining operations will increase sequentially from the third
quarter. Our telecommunications business, which we operate through
our 61%-owned subsidiary Qiao Xing Mobile Communication Co., Ltd
(NYSE: QXM, or "QXMC"), continued its declining trend driven by
difficult market conditions in the mobile handset business.
However, we remain confident about its financial condition,"
commented Mr. Ruilin Wu, the
Company's Chairman and Chief Executive Officer.
"As we continue to work on completing our proposal to privatize
QXMC, we have also made steady progress in our proposed
acquisitions of molybdenum, copper, lead and zinc mines. These
developments demonstrate our clear strategy and our confidence in
the long-term growth of the resources industry."
Third-Quarter Highlights
-- The Company reported net sales of RMB366.6 million (US$54.8
million) compared to RMB508.1
million in the third quarter of 2009.
-- Gross profit was RMB43.0
million (US$6.4 million)
compared to RMB112.2 million in the
third quarter of 2009. Gross margin was 11.7% compared to 22.1% in
the third quarter of 2009.
-- Net income was RMB1.9 million
(US$0.3 million), or RMB0.02 per basic share, compared to a net loss
of RMB130.2 million, or RMB2.23 per basic share, in the third quarter of
2009 (after the attribution of the non-controlling interests).
Financial Review of Operations for Molybdenum Mining
Business
- Consolidated revenue from the mining business for the third
quarter of 2010 totaled RMB80.6
million (US$12.0 million).
Gross profit was RMB33.9 million
(US$5.1 million). Gross margin was of
42.1%, compared to 46.8% in the second quarter of 2010. Net income
totaled RMB22.8 million (US$3.4 million) in the third quarter.
- Molybdenum concentrate production in the third quarter of 2010
increased by 5.6% from 930 metric tons in the second quarter of
2010 to 982 metric tons (2.17 million pounds), equivalent to 473
metric tons (1.04 million pounds) of molybdenum metal.
- The average cost of sales of molybdenum metal produced in the
third quarter of 2010 was RMB98,825
(US$14,771) per metric ton, or
RMB44.82 (US$6.70) per pound. The average cash cost of
molybdenum metal produced in the third quarter of 2010 was
RMB64,173 (US$9,592) per metric ton, or RMB29.10 (US$4.35)
per pound. (The Company produces molybdenum concentrate but
does not engage in smelting operations, so the cash cost does not
include the cost of smelting).
- Capital expenditures for the mining business in the third
quarter of 2010 totaled RMB27.8
million (US$4.2 million).
These capital expenditures were primarily used for the construction
of the Company's Chifeng Haozhou Mine in Balinzuo Banner, Chifeng,
the Inner Mongolia Autonomous Region of the People's Republic of China.
The average price of molybdenum concentrate sold by Haozhou for
the third quarter ended September 30,
2010 was RMB1,991 per metric
ton unit, representing a decrease of 9.2% from RMB2,193 per metric ton unit for the second
quarter of 2010.
Financial Review of Operations for the Telecommunications
Business
- Revenues were RMB286.0 million
(US$42.8 million) compared to
RMB410.7 million in the third quarter
of 2009.
- Handset shipments were 370,000 units compared to 406,000 units
in the third quarter of 2009.
- Gross margin was 3.2 % compared to 15.5% in the third quarter
of 2009.
- Operating loss was RMB42.4
million (US$6.3 million)
compared to an operating income of RMB7.7
million in the third quarter of 2009.
- Net loss attributable to holders of ordinary shares was
RMB52.9 million (US$7.9 million) compared to RMB83.8 million in the third quarter of
2009.
Revenues for the third quarter of 2010 were RMB286.0 million (US$42.8
million), compared with RMB410.7
million in the same period of 2009. The decrease from the
third quarter of 2009 was primarily due to lower unit shipments and
a decrease in the average selling price ("ASP") of products sold in
the third quarter of 2010.
Total handset shipment in the third quarter of 2010 was
approximately 370,000 units, representing a decrease of 8.9%
compared with 406,000 units in the same period of 2009. The
decrease in handset shipments compared to the same period of last
year was primarily due to fewer new model launches and a slow-down
in shipments amid increasing competition in the handset market.
The ASP of handset products decreased to RMB746 (US$112) in
the third quarter of 2010, as compared to RMB866 in the third quarter of 2009. The
lower ASP compared to the same period last year was primarily due
to more aggressive pricing to drive sales in an increasingly
competitive environment.
Gross profit in the third quarter of 2010 was RMB9.1 million (US$1.4
million), compared with RMB63.7
million in the same period of 2009. Gross margin was 3.2% in
the third quarter of 2010, compared to 15.5% in the same period of
2009. The year-over-year decline in gross margin arose
primarily due to the decline in ASP.
Selling and distribution ("S&D") expenses in the third
quarter of 2010 were RMB33.5 million
(US$5.0 million), as compared to
RMB34.5 million in the same period of
2009. The decrease in S&D expenses in the third quarter of 2010
was primarily due to a reduction in payroll costs and other
payroll-related expenses.
General and administrative ("G&A") expenses were
RMB12.2 million (US$1.8 million) in both the third quarter of 2010
and the third quarter of 2009. Share-based compensation expenses
recognized in G&A expenses were RMB4.7
million (US$0.7 million) in
the third quarter of 2010, compared to RMB2.9 million in the third quarter of 2009. The
increase in share-based compensation expenses in the third quarter
of 2010 was, however, offset by a reduction in payroll costs and
bad debt provisions.
Research and development ("R&D") expenses were RMB4.7 million (US$0.7
million), compared to RMB8.1
million in the same period of 2009. The lower R&D
expenses comparing with the same period of last year was primarily
due to lower payroll costs and software license fees.
Total share-based compensation expenses, which have been
allocated to S&D, G&A and R&D expenses, increased to
RMB5.5 million (US$0.8 million) in the third quarter of 2010 from
RMB3.3 million in the same period of
2009.
Operating loss in the third quarter of 2010 was RMB42.4 million (US$6.3
million), compared to an income of RMB7.7 million in the third quarter of 2009.
Net loss in the third quarter of 2010 was RMB52.9 million (US$7.9
million), compared to RMB83.8
million in the same period of 2009.
Financial Condition
As of September 30, 2010, the
Company and its subsidiaries held US$515.6
million in cash and cash equivalents and US$516.8 million in working capital.
Shareholders' equity was US$659.4
million as of September 30,
2010.
As of September 30, 2010, QXMC and
its subsidiaries held US$412.0
million in cash and cash equivalents and US$400.5 million in working capital.
Shareholders' equity was US$418.6
million as of September 30,
2010.
Business Outlook
- XING continues to expect that its molybdenum business in
Chifeng, Inner Mongolia will contribute a net profit of more than
US$24 million in the 2011 fiscal
year.
- The Company also continues to expect that the acquisition of
Balinzuo Banner Xinyuan Mining Co., Ltd, which owns a relatively
large-scale lead-zinc mine in Balinzuo Banner, Chifeng, Inner
Mongolia, will be completed in the fourth quarter of 2010. In
addition, the Company expects to increase this lead-zinc mine's
production capacity to extract 2,000 metric tons of ore per day
after completion of the acquisition and remains optimistic that it
will be a major source of cash and net income.
- The Company is now in the process of acquiring another large
molybdenum mine in Inner Mongolia.
- With the expected completion of the proposed privatization of
QXMC, XING expects to have strong financial resources for the
future acquisition of more mines and ultimately become a "Pure
Resources, Bigger Player".
Foreign Exchange Rate Used
The United States dollar (US$)
amounts disclosed in this press release are presented solely for
the convenience of the reader. Translations of the amounts from
Renminbi (RMB) into United States
dollars for the convenience of readers were calculated at the noon
purchase rate of US$1.00 =
RMB6.6905 on September 30, 2010 in New York City for cable transfers of RMB as
certified for customs purposes by the Federal Reserve Bank of
New York. No representation is
made that the RMB amounts could have been, or could be, converted
into U.S. Dollars at that rate on September
30, 2010, or on any other specific date. The percentages
stated are calculated based on RMB.
FINANCIAL TABLES FOLLOW
|
Qiao Xing
Universal Resources, Inc. and its Subsidiaries
|
|
|
Condensed
Consolidated Profit and Loss Account
|
|
|
For three
months ended September 30
|
|
|
|
|
2009
|
2010
|
|
|
|
|
RMB'000
|
RMB'000
|
US$'000
|
|
|
|
|
|
|
|
|
Net sales
|
508,074
|
366,579
|
54,791
|
|
Cost of goods sold
|
(395,831)
|
(323,577)
|
(48,364)
|
|
|
|
Gross profit
|
112,243
|
43,002
|
6,427
|
|
|
Total operating
expenses
|
(55,627)
|
(59,516)
|
(8,896)
|
|
|
|
Income from
operation
|
56,616
|
(16,514)
|
(2,468)
|
|
|
Net non-operating income
(loss)
|
(103,950)
|
3,025
|
452
|
|
|
|
Income before income
tax
|
(47,334)
|
(13,489)
|
(2,016)
|
|
Provision for income
tax
|
(24,879)
|
(6,777)
|
(1,013)
|
|
|
|
Net income from continuing
operations, net of tax
|
(72,213)
|
(20,266)
|
(3,029)
|
|
Discontinued operations, net of
tax
|
(90,322)
|
-
|
-
|
|
|
|
Net income (loss) for the
quarter
|
(162,535)
|
(20,266)
|
(3,029)
|
|
Net loss (income) attributable
to the noncontrolling interest
|
32,343
|
22,181
|
3,315
|
|
|
|
Net income (loss) after
attribution of the noncontrolling interest
|
(130,192)
|
1,915
|
286
|
|
To common stock
|
(130,192)
|
1,915
|
286
|
|
Basic earnings (loss) per common
share:
|
|
|
|
|
|
|
Before extraordinary
gain
|
(2.23)
|
0.02
|
0.00
|
|
|
|
After extraordinary
gain
|
(2.23)
|
0.02
|
0.00
|
|
Weighted average number of
shares outstanding
|
|
|
|
|
|
Basic
|
58,309,279
|
90,637,348
|
90,637,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qiao Xing
Universal Resources, Inc. and its Subsidiaries
|
|
|
Condensed
Consolidated Balance Sheet
|
|
|
|
|
December
31,
|
September
30,
|
|
|
|
|
2009
|
2010
|
|
|
|
|
RMB'000
|
RMB'000
|
US$'000
|
|
ASSETS
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
Cash and cash
equivalents
|
3,709,503
|
3,449,389
|
515,565
|
|
|
Restricted cash
|
251,720
|
111,919
|
16,728
|
|
|
Accounts receivable,
net
|
123,082
|
410,215
|
61,313
|
|
|
Inventories
|
98,012
|
125,846
|
18,810
|
|
|
Prepaid expenses
|
184,339
|
142,163
|
21,249
|
|
|
Other current assets
|
37,025
|
30,507
|
4,560
|
|
|
Due from related
parties
|
25
|
25
|
4
|
|
|
Deferred income taxes
|
15,942
|
13,474
|
2,012
|
|
|
Assets held for sale
|
163,000
|
-
|
-
|
|
|
Due from discontinued
operations
|
200,000
|
130,000
|
19,431
|
|
|
|
TOTAL CURRENT
ASSETS
|
4,782,648
|
4,413,538
|
659,672
|
|
NON-CURRENT
ASSETS
|
|
|
|
|
|
Property, machinery and
equipment, net
|
170,485
|
250,884
|
37,498
|
|
|
Proven and probable
reserves
|
712,121
|
683,256
|
102,123
|
|
|
Construction-in-progress
|
86,591
|
53,126
|
7,941
|
|
|
Investment at cost
|
5,000
|
-
|
-
|
|
|
Goodwill
|
82,058
|
82,058
|
12,265
|
|
|
Value beyond proven and probable
reserves
|
67,295
|
67,295
|
10,058
|
|
|
Other acquired intangible
assets, net
|
4,433
|
1,108
|
166
|
|
|
Deferred income taxes -
noncurrent
|
-
|
1,819
|
272
|
|
|
|
TOTAL NON-CURRENT
ASSETS
|
1,127,983
|
1,139,546
|
170,323
|
|
|
|
TOTAL ASSETS
|
5,910,631
|
5,553,084
|
829,995
|
|
LIABILITIES, MINORITY INTERESTS
AND SHAREHOLDERS' EQUITY
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
Short term bank
borrowings
|
884,708
|
606,000
|
90,576
|
|
|
Accounts payable
|
60,750
|
72,060
|
10,770
|
|
|
Other payables
|
57,238
|
12,336
|
1,844
|
|
|
Accrued liabilities
|
40,472
|
58,277
|
8,710
|
|
|
Deposits received
|
1,310
|
1,310
|
196
|
|
|
Deferred revenues
|
16,370
|
16,234
|
2,426
|
|
|
Due to related
parties
|
5,118
|
8,661
|
1,294
|
|
|
Taxation payable
|
15,016
|
15,640
|
2,338
|
|
|
Convertible notes
|
233,716
|
112,162
|
16,764
|
|
|
Embedded derivatives
liabilities
|
63,096
|
17,784
|
2,658
|
|
|
Assets retirement
obligation
|
4,013
|
8,989
|
1,345
|
|
|
|
TOTAL CURRENT
LIABILITIES
|
1,381,807
|
929,453
|
138,921
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
Shareholders loans
|
6,732
|
6,599
|
986
|
|
|
Warrants liabilities
|
148,921
|
35,656
|
5,329
|
|
|
Deferred tax
liabilities
|
175,281
|
169,895
|
25,394
|
|
|
|
TOTAL NON-CURRENT
LIABILITIES
|
330,934
|
212,150
|
31,709
|
|
|
|
TOTAL LIABILITIES
|
1,712,741
|
1,141,603
|
170,630
|
|
|
|
|
|
|
SHAREHOLDERS'
EQUITY
|
|
|
|
|
XING equity
|
|
|
|
|
|
Common stock, par value RMB0.008
(equivalent of US$0.001); authorised 200,000,000 shares as of
December 31, 2009 and March 31, 2010; outstanding and fully paid -
82,327,993 shares as of December 31, 2009 and 90,294,134
shares as of March 31, 2010
|
602
|
669
|
100
|
|
|
Additional paid-in
capital
|
2,404,998
|
2,558,222
|
382,366
|
|
|
Cumulative translation
adjustments
|
(160,352)
|
(159,958)
|
(23,908)
|
|
|
Retained earnings
|
796,736
|
888,545
|
132,807
|
|
|
|
TOTAL XING
EQUITY
|
3,041,984
|
3,287,478
|
491,365
|
|
NONCONTROLLING
INTEREST
|
1,156,086
|
1,124,003
|
168,000
|
|
|
|
TOTAL EQUITY
|
4,198,070
|
4,411,481
|
659,365
|
|
TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY
|
5,910,631
|
5,553,084
|
829,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
About Qiao Xing Universal Resources, Inc.
Qiao Xing Universal Resources, Inc. ("XING" or 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 the proposed offer to acquire all the
outstanding shares of its 61%-owned subsidiary Qiao Xing Mobile
Communication Co., Ltd. (NYSE: QXM, or "QXMC") that it does not
currently own, by way of a Scheme of Arrangement (the "Proposed
Offer") under British Virgin
Islands law, 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, 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 7, 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:
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
|
|
|
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
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SOURCE Qiao Xing Universal Resources, Inc.