-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UgltDaRQ8Be4+NpOZ+3BCJ8EYPDkSX/x6OSQdE9mJj+w1s6/X3L7z5xYlfUH9AHU e9A5fzM/pAfhusfDTB+gsg== 0000947871-08-000369.txt : 20080624 0000947871-08-000369.hdr.sgml : 20080624 20080624104453 ACCESSION NUMBER: 0000947871-08-000369 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080624 DATE AS OF CHANGE: 20080624 GROUP MEMBERS: HSBC TRUSTEE (COOK ISLANDS) LTD, AS TRUSTEE OF THE QIAO XING GROUP MEMBERS: WU HOLDINGS LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QIAO XING UNIVERSAL TELEPHONE INC CENTRAL INDEX KEY: 0001051846 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61859 FILM NUMBER: 08913566 BUSINESS ADDRESS: STREET 1: QIAO XING BUILDING WU SHI INDUSTRIAL ZON STREET 2: 011-86-752-2808188 CITY: HUIZHOU CITY GUANG D STATE: F4 ZIP: 80111 MAIL ADDRESS: STREET 1: WU SHI INDUSTRIAL ZONE STREET 2: HUIZHOU CITY GUANGDONG PEOPLES REP OF CH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSBC Trustee (Cook Islands) Ltd CENTRAL INDEX KEY: 0001436873 IRS NUMBER: 000000000 STATE OF INCORPORATION: G1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: BERMUDA HOUSE, TUTAKIMOA ROAD CITY: RAROTONGA STATE: G1 ZIP: 00000 BUSINESS PHONE: 682 22680 MAIL ADDRESS: STREET 1: BERMUDA HOUSE, TUTAKIMOA ROAD CITY: RAROTONGA STATE: G1 ZIP: 00000 SC 13G 1 ss38843_sc13g.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. [___])*
 
 
QIAO XING UNIVERSAL TELEPHONE, INC.
 
 
(Name of Issuer)
 
Common Stock, par value $0.001 per share
 
(Title of Class of Securities)
 
G7303A109
(CUSIP Number)
 
December 2, 1998
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
           
 
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
 
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 8 Pages


 
CUSIP No.  G7303A109
 SCHEDULE 13G
Page 2 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
HSBC Trustee (Cook Islands) Ltd, as trustee of The Qiao Xing Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) þ
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cook Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,819,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,819,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,819,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.0%1
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
     
  1
Based on 29,648,836 shares of common stock outstanding as of October 25, 2007, as reported by the Issuer in its proxy statement for the annual general meeting of shareholders held on December 7, 2007.  The Issuer filed the proxy statement with the Securities and Exchange Commission on October 29, 2007.
 
Page 2 of 8 Pages

 
CUSIP No.  G7303A109
 SCHEDULE 13G
Page 3 of 8 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Wu Holdings Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) þ
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
6,819,000
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
6,819,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,819,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
23.0%2
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
     
  2
Based on 29,648,836 shares of common stock outstanding as of October 25, 2007, as reported by the Issuer in its proxy statement for the annual general meeting of shareholders held on December 7, 2007.  The Issuer filed the proxy statement with the Securities and Exchange Commission on October 29, 2007.
 
Page 3 of 8 Pages

 
Item 1.
 
(a)
Name of Issuer.
 
Qiao Xing Universal Telephone, Inc.
 
(b)
Address of Issuer's Principal Executive Offices.
 
Qiao Xing Science Industrial Park
Tang Quan
Huizhou City, Guangdong
People’s Republic of China 516023
 
Item 2.
 
(a)
Name of Person Filing.
 
This statement is being jointly filed by HSBC Trustee (Cook Islands) Ltd (the “Trustee”), as trustee of The Qiao Xing Trust, a Cook Islands trust (the “Trust”), and Wu Holdings Limited, a British Virgin Islands company that is a wholly-owned subsidiary of the Trust (“Wu Holdings” and together with the Trustee, the “Reporting Persons”).  The securities whose beneficial ownership is reported on herein are held directly by Wu Holdings.

The Reporting Persons are making this single, joint filing pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), because each of them is reporting as to the beneficial ownership of the same securities,  Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they constitute group within the meaning of Rule 13d-5(b) under the Act.

(b)
Address of Principal Business Office or, if none, Residence.
 
For the Trustee:

Bermuda House
Tutakimoa Road
Rarotonga
Cook Islands

For Wu Holdings:

20/F, 633 King's Road
North Point
Hong Kong
 
Page 4 of 8 Pages

 
(c)
Citizenship.
 
The Trustee is incorporated in the Cook Islands.
Wu Holdings is incorporated in the British Virgin Islands.
 
(d)
Title of Class of Securities.
 
Common stock, par value $0.001 per share.
 
(e)
CUSIP Number.
 
G7303A109.
 
Item 3.  If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
o  Broker or dealer registered under Section 15 of the Act.
 
(b)
o  Bank as defined in section 3(a)(6) of the Act.
 
(c)
o  Insurance company as defined in section 3(a)(19) of the Act.
 
(d)
o  Investment company registered under section 8 of the Investment Company Act of 1940.
 
(e)
o  An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).
 
(f)
o  An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
 
(g)
o  A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
 
(h)
o  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
o  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
 
(j)
o  Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount Beneficially Owned:  6,819,000.
 
(b)
Percent of Class:  23.0%  (based on 29,648,836 shares of common stock outstanding as of October 25, 2007, as reported by the Issuer in its proxy statement for the annual general meeting of shareholders held on December 7, 2007.  The Issuer filed the proxy statement with the Securities and Exchange Commission on October 29, 2007.)
 
Page 5 of 8 Pages

 
(c)
Number of shares as to which the person has:
 
 
(i)
sole power to vote or to direct the vote:  None.
 
 
(ii)
shared power to vote or to direct the vote:  6,819,000.
 
 
(iii)
sole power to dispose or to direct the disposition of:  None.
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,819,000.
 
  Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
  Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
  Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
  Item 8.  Identification and Classification of Member of the Group.
 
Not applicable.

  Item 9.  Notice of Dissolution of Group.

Not applicable.

  Item 10.  Certification.

Not applicable.
 
Page 6 of 8 Pages

 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  June 20, 2008
 
 
For and on behalf of HSBC TRUSTEE (COOK
ISLANDS) LTD, as Trustee of The Qiao Xing Trust
by its Administrative Assistant HSBC TRUSTEE
(HONG KONG) LTD
       
       
 
By:
 /s/ Joanna NG  
    Joanna NG  
    Authorized Signatory  
       
     /s/ Joanna Chau  
    Joanna Chau  
    Authorized Signatory  
       
       
       
       
  WU HOLDINGS LIMITED  
       
       
  By:  /s/ Wu Ruilin  
    Wu Ruilin  
    Director  
       
 
Page 7 of 8 Pages


Exhibit to Schedule 13G
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree that the Statement on Schedule 13G, dated June 20, 2008 (the “Schedule 13G”), with respect to the common stock, par value $0.001 per share, of Qiao Xing Universal Telephone, Inc. is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13G and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
 
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 20th day of June 2008.
 
 
 
For and on behalf of HSBC TRUSTEE (COOK
ISLANDS) LTD, as Trustee of The Qiao Xing Trust
by its Administrative Assistant HSBC TRUSTEE
(HONG KONG) LTD
       
       
 
By:
 /s/ Joanna Ng  
    Joanna Ng  
    Authorized Signatory  
       
  By:  /s/ Joanna Chau  
    Joanna Chau  
    Authorized Signatory  
       
       
       
       
  WU HOLDINGS LIMITED  
       
       
  By:  /s/ Wu Ruilin  
    Wu Ruilin  
    Director  
       
 
 
 
 
 Page 8 of 8 Pages 


 


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