CHANGSHA, China, Nov. 18 /PRNewswire-Asia-FirstCall/ -- Tongxin International Ltd. (Nasdaq: TXIC), a China-based manufacturer of engineered commercial vehicle body structures ("EVBS" or "Truck Cabs") and stamped body parts, is clarifying its capital structure to current and prospective investors in response to questions posed during the Company's third quarter earnings conference call. Management is also reaffirming its 2009 revenue guidance of $120 million and $14.7 million in net income.

As reported in the Company's 2008 20-F filing on May 18, 2009, the capital structure was as follows:

    HT Management Common Shares (Restricted)      6,500,000
    AAAC Management Common Shares (Restricted)    1,149,000
    Public Common Shares (Float)                  3,651,336
    Total Common Shares                          11,300,336
    Warrants                                      5,022,742
    TOTAL SHARES                                 16,323,078

The Company's 5,022,742 warrants issued at the time of the IPO carry a strike price of $5.00. The warrants are redeemable in an "all or none option" should the Company's stock price close at or above $10.00 for 20 out of 30 trading days. Warrants expire on April 11, 2011.

As of September 30th, the Company reported 1,008,349 warrants have been converted into common shares by investors in 2009. The balance of warrants outstanding, 4,014,393, if converted will yield the Company approximately, $20.1 million in proceeds.

As of September 30, 2009, the Company capital structure used in its third quarter 2009 6-K report was the following:

    Management Shares - HNTX and AAAC  (Restricted) 7,649,000
    Public Common Shares (Float)                    4,659,685
    Total Common Shares                            12,308,685
    Warrants                                        4,014,393
    TOTAL SHARES                                   16,323,078

For the period ended September 30, 2009, Tongxin reported a total of 11,649,143 weighted average shares outstanding and 13,067,271 weighted average fully diluted shares outstanding. For the nine month period ended September 30, 2009 Tongxin reported 11,417,883 million weighted basic and fully-diluted shares outstanding. These share counts were utilized to calculate the Company's reported results on September 30, 2009. Due to the non-cash effect on the Company's reported GAAP financial results, Tongxin International believes that non-GAAP earnings and non-GAAP net income results more adequately reflect the Company's operational performance.

                        For the Three Months           For the Nine Months
                        Ended September 30th,         Ended September 30th,
                               2009                              2009

    GAAP Net Income          ($10,898)                        ($9,106)
    Non-GAAP Net Income**      $3,816                         $12.338
    Non-GAAP Basic EPS**        $0.33                           $1.08
    Non-GAAP EPS - Diluted **   $0.29                           $1.08

** Non-GAAP numbers exclude the unrealized, non-cash, loss associated with the value of the Company's warrants and warrant expense. Unrealized warrant loss for the three and nine month period ended September 30, were ($10,882,247) and ($17,612,722) respectively. Warrant expense for the three month and nine month period ended September 30, 2009, was ($3,831,164). In the Company's 6-K, unrealized warrant losses were grouped with the "Other Income" line item on the Company's statement of operations.

Tongxin International also provided additional details about the Company's 2009 guidance of $120 million in revenues and $14.7 million in net income on the Conference Call. Tongxin International reaffirmed both guidance numbers on the call and anticipates a strong fourth quarter for the 2009 year. From an operating basis, the Company anticipates earnings to be above previous issued guidance, however, expenses related to ongoing SOX costs, completion of the Company's ERP system and additional staff hires planned for the fourth quarter may offset incremental net income beyond the Company's guided net income of $14.7 for the full year 2009.

About Tongxin International Ltd.

Tongxin International Ltd., the largest independent supplier of EVBS in China, is capable of providing EVBS for both the commercial truck and light vehicle market segments. The Company also designs, fabricates and tests dies used in the vehicle body structure manufacturing process. EVBS consists of exterior body panels including doors, floor pans, hoods, side panels and fenders. Tongxin maintains a network of 130 customers throughout 20 provinces in China. Headquartered in Changsha, Tongxin also maintains regional manufacturing in Dali, Ziyang and Zhucheng.

FORWARD LOOKING STATEMENTS

Statements contained in this press release, which are not historical fact, constitute "Forward-Looking Statements." Actual results may differ materially due to numerous important factors that are described in Tongxin International's most recent report to the SEC on Form 6-K, which may be revised or supplemented in subsequent reports to the SEC. Such factors include, among others, the cost and timing of implementing restructuring actions, the Company's ability to generate cost savings or manufacturing efficiencies to offset or exceed contractually or competitively required price reductions or price reductions to obtain new business, conditions in the automotive industry, and certain global and regional economic conditions. Tongxin International does not intend or assume any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

    For more information, please contact:

    For the Company:
     Ms. Jackie Chang
     Tongxin International
     Tel:   +1-626-660-7117
     China: +86-134-6755-3808
     Email: jackie@txicint.com
     Web:   http://www.txicint.com

    Investor Relations:
     John Mattio
     HC International, Inc.
     Tel:   +1-203-616-5144 (U.S.)
     Email: john.mattio@hcinternational.net
     Web:   http://www.hcinternational.net

SOURCE Tongxin International Ltd.

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