XD. Engineering Plastics Company
Limited
Jie HAN
No. 9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin Development Zone,
Heilongjiang Province, P. R. China 150060
(86) 451-8434-6600
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and
is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on 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 ("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).
CUSIP
No. 63945X103
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
XD. Engineering Plastics Company Limited
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☒
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
6,960,788
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
6,960,788
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,960,788 *
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.2 % **
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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*
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6,960,788 shares consist of 5,960,788 of Common Stock, par value $0.0001 per share (“Common
Stock”), and 1,000,000 shares of outstanding Series B Preferred Stock, par value $0.0001 per share ("Series B Preferred
Stock").
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**
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Based on 67,948,841 total issued share capital of the Company, including 66,948,841 outstanding
shares of Common Stock and 1,000,000 shares of outstanding Series B Preferred Stock, as reported in China XD Plastics Company Limited's
recently filed Form 10-Q, as filed with the Securities and Exchange Commission on November 14, 2019.
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CUSIP
No. 63945X103
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES
ONLY):
JIE HAN
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☒
(b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
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5.
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE VOTING POWER
34,065,054
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
34,065,054
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 34,065,054*
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12.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.1% **
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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* 34,065,054
shares consist of (a) 27,104,266 shares of Common Stock directly owned by Mr. Han and (b) 5,960,788 shares of Common Stock and
1,000,000 shares of Series B Preferred Stock beneficially owned by Mr. Han through his 100% ownership of XD. Engineering Plastics
Company Limited.
** Based
on 67,948,841 total issued share capital of the Company, including 66,948,841 outstanding shares of Common Stock and 1,000,000
shares of outstanding Series B Preferred Stock, as reported in China XD Plastics Company Limited's recently filed Form 10-Q, as
filed with the Securities and Exchange Commission on November 14, 2019.
INTRODUCTORY NOTES
This amendment No. 4 (this
"Amendment No. 4") is filed jointly by XD. Engineering Plastics Company Limited ("XD. Engineering") and Mr.
Jie Han ("Mr. Han", together with XD. Engineering, the "Reporting Persons", and each a "Reporting Person"),
with respect to China XD Plastics Company Limited (the "Company" or "Issuer").
This Amendment No. 4
amends and supplements the Schedule 13D filed on January 20, 2009 (“the Schedule 13D”), as previously amended and supplemented
by Amendment No. 1 filed on July 7, 2011, Amendment No. 2 filed on September 29, 2011 and Amendment No. 3 filed on February 17,
2017 by the Reporting Persons. Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings assigned
to such terms in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Item
1 is hereby incorporated by reference to the Schedule 13D.
ITEM 2.
IDENTITY AND BACKGROUND
Item
2 is hereby incorporated by reference to the Schedule 13D.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
Item 3 of the Schedule 13D is hereby amended and
supplemented by adding the following:
On December 11, 2019,
XD. Engineering, the Company entered into a Stock Purchase Agreement (as defined in ITEM 4) with each of certain employees and
directors of the Company. Pursuant to the Sock Purchase Agreement, XD. Engineering purchased an aggregate of 554,923 shares of
the Common Stock of the Company from certain employees and directors, at the purchase price of US$2.049. The Reporting Persons
anticipate that, at the price of US$2.049 per share of the Company’s Common Stock, approximately US$1.1 million will be required
for the purchase of 554,923 shares. It is anticipated that the required funding of the share purchases will be provided from Mr.
Han’s personal fund.
ITEM 4.
PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following:
On October 2, 2019, a
Facility Agreement was entered between, among others, Xinda Holding (HK) Company Limited as borrower, certain guarantors parties
and Industrial and Commercial Bank of China (Macau) Limited as common facility agent (as amended and/or supplemented from time
to time, the “Facility Agreement”). Under clause 1.1 (Definitions), clause 4.1 (Conditions of Utilisation)
and item 3(j) of schedule 2 (Conditions Precedent) of the Facility Agreement, Mr. Han is obliged to pledge 50.1% of the
issued share capital of and equity interest in the Company to the Common Offshore Security Agent before delivering a Utilisation
Request. Capitalized terms used but not defined in ITEM 4 shall have the meanings assigned to such terms in the Facility Agreement,
copy of which is attached hereto as Exhibit 7.01.
As of November 30, 2019,
Mr. Han beneficially owned 33,510,131 shares in the Company, representing approximately 49.3% of the of the issued share capital
and equity interest in the Company (based on 66,948,841 outstanding shares of Common Stock and 1,000,000 outstanding shares of
Series B Preferred Stock as of November 30, 2019). In order to meet the conditions required for the delivery of the Utilisation
Request, on December 11, 2019, the Company, XD. Engineering (a company wholly owned by Mr. Han) and certain employees and directors
of the Company entered into a series of Stock Purchase Agreements for the purchase of an aggregate of 554,923 Common Stocks, at
the purchase price of US$2.049 per Common Stock (each a “Stock Purchase Agreement”). As of December 11, 2019, Mr.
Han’s beneficially ownership increased to 34,065,054 shares in the Company, representing approximately 50.1% of the issued
share capital and equity interest in the Company (based on 66,948,841 outstanding shares of Common Stock and 1,000,000 outstanding
Series B Preferred Stock as of November 30, 2019, as set forth in the Company's Quarterly
Report on Form 10-Q for the three months ended September 30, 2019 filed with the Securities and Exchange Commission on November
14, 2019, and all calculations of beneficial ownership are made using this total.).
References to the Facility
Agreement and the Stock Purchase Agreement in this Amendment No. 4 of Schedule 13D are qualified in their entirety by reference
to the Facility Agreement and the Stock Purchase Agreement, copies of which are attached hereto as Exhibit 7.01 and Exhibit 7.02
and incorporated herein by reference in its entirety.
Except as indicated above,
the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in Item 4 of Schedule
13D.
Item 5.
Interest in Securities of the Issuer
The response
set forth in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The following
disclosure assumes that there are 67,948,841 shares issued and outstanding as of November
30, 2019, being the sum total of 66,948,841 shares of Common Stock outstanding and 1,000,000 Series B Preferred Stock outstanding
as of November 30 ,2019, as set forth in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2019
filed with the Securities and Exchange Commission on November 14, 2019, and all calculations of beneficial ownership are made using
this total.
5.1 XD.
Engineering Plastics Company Limited
a) XD. Engineering
Plastics Company Limited owns 5,960,788 shares of Common Stock of the Company and
1,000,000 shares of Series B Preferred Stock, representing 10.2%
of the total issued share capital of the Company. The 1,000,000 shares of Series B
Preferred Stock has a voting power equivalent to 40% of the total voting power of all Common Stock of the Company.
b) As to
the 6,960,788 shares, XD. Engineering owns the following rights:
Sole Voting
Power: 0
Shared Voting
Power 6,960,788
Sole Dispositive
Power: 0
Shared Dispositive
Power: 6,960,788
On December 11, 2019, XD. Engineering, the Company
entered into a Stock Purchase Agreement with each of certain employees and directors of the Company. Pursuant to the Sock Purchase
Agreement, XD. Engineering purchased an aggregate of 554,923 shares of the Common Stock of the Company from certain employees and
directors, at the purchase price of US$2.049. XD. Engineering’s beneficial ownership increased to 6,960,788, as of December
11, 2019.
5.2 Mr.
Han Jie
a) Mr. Han
Jie beneficially owns 34,065,054 shares of the Company, including a) 27,104,266
shares of Common Stock directly owned by Mr. Han and b) 5,960,788 shares of Common Stock and 1,000,000 shares of Series B Preferred
Stock beneficially owned by Mr. Han through his 100% ownership of XD. Engineering Plastics Company Limited,
representing 50.1% of the share capital of Company. The 1,000,000 shares of Series
B Preferred Stock has a voting power equivalent to 40% of the total voting power of all Common Stock of the Company.
b) As to
the 34,065,054 shares, Mr. Han owns the following rights:
Sole Voting Power: 34,065,054
Shared Voting Power: 0
Sole Dispositive Power: 34,065,054
Shared Dispositive Power: 0
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to supplement the
following:
The descriptions of the
principal terms of the Facility Agreement and the Stock Purchase Agreement under Item 4 are incorporated herein by reference in
their entirety.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.01 Facility Agreement dated October 2, 2019.
Exhibit 7.02 Form Stock Purchase Agreement
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
December 12, 2019
XD. Engineering Plastics Company Limited
By: /s/ Jie HAN
Name:
Jie HAN
Title:
Authorized Signatory
Jie HAN
/s/ Jie HAN
Jie HAN