Amended Statement of Beneficial Ownership (sc 13d/a)
May 11 2020 - 6:49AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-1 and Rule 13d-2)
(Amendment No. 5)*
CHINA
XD PLASTICS COMPANY LIMITED
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
63945X103
(CUSIP Number)
Jie HAN
XD. Engineering Plastics Company Limited
No.9, Nancheng 1st Road, Pingfang District,
Harbin, Heilongjiang Province, PRC 150066
(86) 451-8434-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7,
2020
(Date of Event which Requires Filing of this
Statement)
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. [_]
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY):
XD. Engineering Plastics Company Limited
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☒
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
6,960,788
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
6,960,788
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWED BY EACH REPORTING PERSON:
6,960,7881
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
10.2 % 2
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
|
|
1
|
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”).
|
|
2
|
Based on 67,948,841 total issued share capital of the Issuer, 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 Schedule 14A, as filed
with the Securities and Exchange Commission on January 14, 2020.
|
CUSIP
No. 63945X103
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY):
JIE HAN
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a)
☒
(b) ☐
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People's Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
34,065,054
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
34,065,054
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
34,065,0541
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.1% 2
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
1
|
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.
|
|
2
|
Based on 67,948,841 total issued share capital of the Issuer, 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 Schedule 14A, as filed
with the Securities and Exchange Commission on January 14, 2020.
|
This
amendment No. 5 (this “Amendment No. 5”) 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. 5 amends and supplements the Schedule 13D (as amended, “the Schedule 13D”),
as amended and supplemented by Amendment No. 4 filed on December 12, 2019 by the Reporting Persons. Capitalized terms used
but not defined in this Amendment No. 5 shall have the meanings assigned to such terms in the Schedule 13D. Except as amended
or supplemented by this Amendment No. 5, all other information in the Schedule 13D is as set forth therein.
Item 3.
Source and Amount of Funds or Other Consideration.
The responses to Item 3 contained in
the Schedule 13D are incorporated herein by this reference.
The descriptions of the principal terms
of the Proposal (as defined below) under Item 4 are incorporated herein by reference in its entirety.
Item 4.
Purpose of Transaction
The responses to Item 4 contained in
the Schedule 13D are incorporated herein by this reference.
On February 16, 2017, Mr. Han, XD. Engineering
and MSPEA Modified Plastics Holding Limited, an affiliate of Morgan Stanley Private Equity Asia III, Inc. (“MSPEA”)
formed a consortium (the “Consortium”) by entering into a consortium agreement (the “Consortium Agreement”),
pursuant to which the Consortium agreed to cooperate in good faith to acquire all of the
outstanding capital stock of the Company other than those shares beneficially owned by the members of the Consortium or their
affiliates, through a going-private transaction.
On February 16, 2017, the Consortium
submitted a preliminary, non-binding letter (the “Initial Proposal”) to
the Company’s Board of Directors (the “Board”). In the Initial Proposal, the Consortium proposed to acquire
all of the outstanding shares of Common Stock of the Company not already owned by the Consortium at US$5.21 per share in cash.
The Consortium also stated in the Initial Proposal that it is interested only in the proposed transaction, and that it does not
intend to sell its shares in the Company to any other party. In the Initial Proposal,
members of the Consortium also stated that they expected that the Board will appoint a special committee of independent
directors to consider the Initial Proposal and make a recommendation to the Board.
Pursuant to its terms, the Consortium
Agreement terminated on August 16, 2017. However, the members of the Consortium treated the Initial Proposal as remaining outstanding.
On October 14, 2019, MSPEA sent a letter
(the “Proposal Withdrawal Letter”) to the Board informing the Board that it no longer intended to participate
in the Consortium and no longer intended to participate in the proposed transaction. Concurrently with sending the Proposal Withdrawal
Letter, MSPEA sent a letter (the “Consortium Withdrawal Letter”) to the Reporting Persons informing them that
it no longer intended to participate in the Consortium and no longer intended to participate in the proposed transaction.
References to the Consortium Agreement
and the Initial Proposal in this Schedule 13D are qualified in their entirety by reference to the Consortium Agreement and the
Initial Proposal which were attached as Exhibit 7.01 and Exhibit 7.02 to Amendment No. 3 filed on February 17, 2017 and incorporated
herein by reference in its entirety.
On May 8, 2020, the Reporting Persons
submitted a non-binding proposal (the “Proposal”) to the Board related to a proposed acquisition of all of the
outstanding shares of the Common Stock not beneficially owned by the Reporting Persons for cash consideration equal to US$1.1 per
share (the “Proposed Transaction”).
The Proposed Transaction is subject to
a number of conditions, including, among other things, the negotiation and execution of definitive documents and other related
agreements mutually acceptable in form and substance to the Company and the Reporting Persons. Neither the Company nor any member
of the Reporting Persons is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed
Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation.
The Reporting Persons intends to finance the Proposed Transaction with a combination of debt and equity capital. Equity financing
is expected to be provided by the Reporting Persons in the form of cash and rollover equity in the Company and through available
cash at the Company. Debt financing is expected to be provided by loans from third party financial institutions, if required.
If the Proposed Transaction is consummated,
the Company’s Common Stock would become eligible for termination of registration under the Securities Act and would be delisted
from the Nasdaq Global Market.
References to the Proposal in this Amendment
No. 5 are qualified in their entirety by reference to the Proposal, a copy of which is attached hereto as Exhibit 7.01, and incorporated
herein by reference in its entirety.
The Reporting Persons reserve their right
to change their plans and intentions in connection with any of the actions discussed in this Item 4.
The foregoing summary of certain provisions
of the Proposal is not intended to be complete. Except as indicated above, or as would occur upon completion of any
of the matters discussed herein, the Reporting Persons have no plans or proposals which relate to or would result in any of the
actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The responses to Item 6 contained in
the Schedule 13D are incorporated herein by this reference.
The descriptions of the principal terms
of the Proposal under Item 4 are incorporated herein by reference in their entirety.
Item 7.
Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented
by adding the following thereto:
Exhibit 7.01: Proposal Letter from the Reporting Persons to the Board of Directors of China XD Plastics Company Limited, dated May 7, 2020.
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: May 8, 2020
XD. Engineering Plastics Company Limited
By: /s/ Jie HAN
Name:
Jie HAN
Title:
Authorized Signatory
Jie HAN
/s/ Jie HAN
Jie HAN
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