Initial Statement of Beneficial Ownership (3)
June 23 2020 - 6:23AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Faith Dawn Ltd |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/15/2020
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3. Issuer Name and Ticker or Trading Symbol
China XD Plastics Co Ltd [CXDC]
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(Last)
(First)
(Middle)
NO. 9 DALIAN NORTH ROAD, HAPING ROAD CENTRALIZED INDUSTRIAL PARK |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
HEILONGJIANG PROVINCE, F4 150060
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 33065054 | I | See footnote (1)(2)(3) |
Series B Preferred Stock | 1000000 | I | See footnote (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Faith Dawn Limited is currently controlled by Mr. Jie Han who is its sole director. Mr. Jie Han is also the sole shareholder and sole director of Faith Abundant Limited, the sole shareholder of Faith Dawn Limited. Faith Dawn Limited was created solely for the purpose of entering into the merger agreement (the "Merger Agreement") with China XD Plastics Company Limited (the "Company"), dated June 15, 2020, and consummating the transactions contemplated by the Merger Agreement. |
(2) | Pursuant to the Equity Contribution and Voting Agreement, dated June 15, 2020, by and among Faith Dawn Limited, Jie Han and XD. Engineering Plastics Company Limited (together with Jie Han, the "Rollover Stockholders"), (x) immediately prior to the closing of the merger, the Rollover Stockholders will contribute to Faith Dawn Limited an aggregate amount of 33,065,054 shares of the common stock of the Company and 1,000,000 shares of the series B preferred stock of the Company beneficially owned by them (the "Rollover Shares"), representing 50.1% of the total shares of the Company, in exchange for newly issued ordinary shares of Faith Dawn Limited; and (y) the Rollover Stockholders irrevocably appoint Faith Dawn Limited and any other designee of Faith Dawn Limited, as their irrevocable proxy to vote the Rollover Shares. |
(3) | Faith Dawn Limited may be deemed to beneficially own all of such Rollover Shares and share with the Rollover Stockholders the voting power and dispositive power of such Rollover Shares. Faith Dawn Limited expressly disclaims its ownership of any pecuniary interest in such Rollover Shares because Faith Dawn Limited does not have or share the opportunity, directly or indirectly, to profit or share in any profit derived from the transaction in such Rollover Shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Faith Dawn Ltd NO. 9 DALIAN NORTH ROAD HAPING ROAD CENTRALIZED INDUSTRIAL PARK HEILONGJIANG PROVINCE, F4 150060 |
| X |
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Signatures
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/s/ Jie Han, as its sole director | | 6/15/2020 |
**Signature of Reporting Person | Date |
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