Amended Statement of Beneficial Ownership (sc 13d/a)
May 12 2021 - 8:46AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(RULE 13d-1 and Rule 13d-2)
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
CHINA
XD PLASTICS COMPANY LIMITED
(Name of Issuer)
Common
Stock, $0.0001 par value
(Title of Class of Securities)
16948F107
(CUSIP Number)
Jie HAN
XD. Engineering Plastics Company Limited
Faith Dawn Limited
Faith Abundant Limited
No. 9 Dalian North Road, Haping Road Centralized
Industrial Park,
Harbin Development Zone,
Heilongjiang Province, P. R. China, 150066
(86) 451-8434-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May
12, 2021
(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. 16948F107
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):
9.7 % 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 71,548,841 total issued share capital of the Issuer, including 70,548,841 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 Form 10-Q, as filed with the
Securities and Exchange Commission on November 16, 2020.
|
CUSIP
No. 16948F107
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
35,865,054
|
8.
|
SHARED VOTING POWER
0
|
9.
|
SOLE DISPOSITIVE POWER
35,865,054
|
10.
|
SHARED DISPOSITIVE POWER
0
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
35,865,0541
|
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
|
35,865,054 shares consist of (a) 28,904,266 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 71,548,841 total issued share capital of the Issuer, including 70,548,841 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 Form 10-Q, as filed with the
Securities and Exchange Commission on November 16, 2020.
|
CUSIP
No. 16948F107
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY):
Faith Dawn 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):
WC
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
01
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
01
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
01
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
02
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
1
|
Faith
Dawn Limited is 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. Pursuant to the Equity Contribution and Voting Agreement as described in the
Schedule 13D, Faith Dawn Limited has the irrevocable proxy to vote the Rollover Shares (as
defined in the Schedule 13D) held by the other Reporting Persons as indicated in the Equity
Contribution and Voting Agreement. Pursuant to Section 13(d) of the Act and the rules promulgated
thereunder, Faith Dawn Limited may be deemed to beneficially own all of the Rollover Shares
held by the other Reporting Persons in the Company and share with the other Reporting Persons
the voting power and dispositive power of such shares. On May 8, 2021, the Company notified
Faith Dawn Limited that the Company terminated the Merger Agreement pursuant to Section 9.1(c)(i)
of the Merger Agreement (the “Notice”). On May 12, 2021, Faith Dawn
Limited sent a response letter to the Company that while it disagrees with the allegations
made in the Notice, Faith Dawn Limited acknowledges that the Company can terminate the Merger
Agreement pursuant to Section 9.1(c)(iii) of the Merger Agreement. As a result of the
termination of the Merger Agreement, the Equity Commitment Letter and the Equity Contribution
and Voting Agreement were also terminated pursuant to the terms thereof. As a consequence
of such termination, Faith Dawn Limited ceases to be a Reporting Person and may not be deemed
to beneficially own any shares of Common Stock or Series B Preferred Stock of the Company.
|
CUSIP
No. 16948F107
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY):
Faith Abundant 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):
WC
|
5.
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e):
☐
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
01
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
01
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
01
|
12.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS):
☐
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0 2
|
14.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
|
|
1
|
Faith
Abundant Limited, as the sole shareholder of Faith Dawn Limited, may be deemed to beneficially
own all of the Rollover Shares held by the other Reporting Persons in the Company and share
with the other Reporting Persons the voting power and dispositive power of such shares. See
Item 5. On May 8, 2021, the Company notified Faith Dawn Limited that the Company terminated
the Merger Agreement pursuant to Section 9.1(c)(i) of the Merger Agreement (the “Notice”).
On May 12, 2021, Faith Dawn Limited sent a response letter to the Company that while it disagrees
with the allegations made in the Notice, Faith Dawn Limited acknowledges that the Company
can terminate the Merger Agreement pursuant to Section 9.1(c)(iii) of the Merger Agreement.
As a result of the termination of the Merger Agreement, the Equity Commitment Letter and
the Equity Contribution and Voting Agreement were also terminated pursuant to the terms thereof.
As a consequence of such termination, Faith Abundant Limited ceases to be a Reporting Person
and may not be deemed to beneficially own any shares of Common Stock or Series B Preferred
Stock of the Company.
|
This
amendment No. 10 (this “Amendment No. 10”) is filed jointly by XD. Engineering Plastics
Company Limited, Mr. Jie Han, Faith Dawn Limited and Faith Abundant Limited, with respect to China XD Plastics Company Limited (the “Company”
or “Issuer”).
This
Amendment No. 10 amends and supplements the Schedule 13D (the “Schedule 13D”), as
amended and supplemented by Amendment No. 9 filed on February 8, 2021 by the Reporting Persons. Capitalized terms used but not defined
in this Amendment No. 10 shall have the meanings assigned to such terms in the Schedule 13D. Except as amended or supplemented by this
Amendment No. 10, all other information in the Schedule 13D is as set forth therein.
|
Item
|
2. Purpose of Transaction.
|
The response to Item 2 contained
in the Schedule 13D is amended and restated in its entirety as follows:
The Reporting Persons were previously
parties to a joint filing agreement, dated June 15, 2020 (the “Joint Filing Agreement”), pursuant to which the Reporting
Persons agreed to jointly file with the Commission the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was
terminated by a Termination Agreement, dated May 12, 2021 (the “Termination Agreement”). The Termination Agreement
is filed herewith as Exhibit 7.10 and is incorporated herein by reference.
As a result of the matters described
in this Amendment, Parent and Merger Sub ceased to be the beneficial owner of more than five percent of the Common Stock and is no longer
required to file statements on Schedule 13D with respect to his beneficial ownership of Common Stock or Series B Preferred Stock or other
securities of the Issuer. The other Reporting Persons will continue filing statements on Schedule 13D with respect to their respective
beneficial ownership of securities of the Issuer to the extent required by applicable law.
|
Item
|
4. Purpose of Transaction.
|
Item 4 of the Schedule 13D is
hereby amended and supplemented by adding the following sentence at the end thereof:
“On May 8, 2021, the
Company provided a notice of termination (“Notice of Termination”) to Parent, pursuant to which the Company
terminated the Merger Agreement because (i) Parent and Merger Sub have breached certain representations and warranties and covenants
set forth in the Merger Agreement and (ii) those breaches are not capable of being cured prior to the Termination Date. Accordingly,
the Parent Termination Fee becomes due and payable to the Company. On May 12, 2021, Faith Dawn Limited sent
a response letter, dated May 11, 2021, to the Company that while it disagrees with the allegations made in the Notice of Termination, Faith
Dawn Limited acknowledges that the Company can terminate the Merger Agreement pursuant to Section 9.1(c)(iii) of the Merger
Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.3(b) of the Merger Agreement under that basis.
As a result of the termination
of the Merger Agreement, the Equity Commitment Letter and the Equity Contribution and Voting Agreement were also terminated pursuant to
the terms thereof. As a consequence of such termination, Parent and Merger Sub cease to be Reporting Persons.”
|
Item
|
5. Interest in Securities of
the Issuer.
|
Items 5(a), (b) and (e) of the
Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) and (b) The responses of the
Reporting Persons to rows (7) through (13) of the cover page of this Schedule 13D are hereby incorporated by reference in this Item 5.
The calculation of the percentages is based on 71,548,841 total issued share capital of the Issuer, including 70,548,841 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
Form 10-Q, as filed with the Securities and Exchange Commission on November 16, 2020. As of the date of this Amendment, (i) Mr. Han directly
holds 27,104,266 shares of Common Stock, (ii) XD. Engineering Plastics Company Limited directly holds 5,960,788 shares of Common Stock
and 1,000,000 shares of Series B Preferred Stock.
(e) As discussed in Item 4
above, on May 8, 2021, the Company provided a Notice of Termination to Parent, pursuant to which the Company terminated the Merger
Agreement. On May 12, 2021, Faith Dawn Limited sent a response letter, dated May 11, 2021 (the “Response
Letter”), to the Company that while it disagrees with the allegations made in the Notice of Termination, Faith Dawn
Limited acknowledges that the Company can terminate the Merger Agreement pursuant to Section 9.1(c)(iii) of the Merger Agreement and
thus agrees to pay the Parent Termination Fee pursuant to Section 9.3(b) of the Merger Agreement under that basis. As a result of
the termination of the Merger Agreement, the Equity Commitment Letter and the Equity Contribution and Voting Agreement were also
terminated. As a consequence of such termination, as of May 12, 2021, Parent and Merger Sub ceased to be Reporting Persons and may
not be deemed to beneficially own any shares of Common Stock or Series B Preferred Stock of the Company.
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 Notice
of Termination and the Response Letter under Item 4 are incorporated herein by reference in their entirety.
The Reporting Persons were
previously parties to the Joint Filing Agreement, pursuant to which the Reporting Persons agreed to jointly file with the Commission
the Schedule 13D and any and all amendments thereto. The Joint Filing Agreement was terminated by the Termination Agreement which is filed
herewith as Exhibit 7.10 and is incorporated herein by reference.
Item 7.
Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented
by adding the following thereto:
Exhibit 7.08: Notice of Termination dated May 8, 2021 by the Company
Exhibit 7.09: Dawn Limited Response Letter to the Notice of Termination, dated as of May 11, 2021
Exhibit 7.10: Termination Agreement by and between the Reporting Persons, dated as of May 12, 2021
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 12, 2021
|
XD. Engineering Plastics Company Limited
|
|
|
|
By:
|
/s/ Jie HAN
|
|
|
Name:
Jie HAN
Title:
Authorized Signatory
|
|
Faith Dawn Limited
|
|
|
|
By:
|
/s/ Jie HAN
|
|
|
Name:
Jie HAN
Title:
Authorized Signatory
|
|
Faith Abundant Limited
|
|
|
|
By:
|
/s/ Jie HAN
|
|
|
Name:
Jie HAN
Title:
Authorized Signatory
|
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