Current Report Filing (8-k)
May 13 2021 - 4:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 13, 2021 (May 12, 2021)
CHINA
XD PLASTICS COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
Nevada
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001-34546
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04-3836208
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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No.
9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin
Development Zone, Heilongjiang Province, the PRC
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150060
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(Address
of principal executive offices)
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(Zip
Code)
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(86)
451-8434-6600
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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CXDC
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Nasdaq
Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM
1.02 Termination of a Material Definitive Agreement
On
June 15, 2020, China XD Plastic Company Limited (the “Company”), Faith Dawn Limited, an exempted company with limited liability
incorporated under the laws of the Cayman Islands (“Parent”), and Faith Horizon Inc., a Nevada corporation (“Merger
Sub”), entered into an agreement and plan of merger, as amended (the “merger agreement”), pursuant to which Merger
Sub will merge with and into the Company (the “merger”) and cease to exist, with the Company continuing as the surviving
corporation (the “surviving corporation”) and becoming a wholly-owned subsidiary of Parent.
On
May 8, 2021, the Company issued a notice of termination to Parent (the “Notice of Termination”) notifying Parent that the
Company terminated the merger agreement pursuant to Section 9.1(c)(i) of the merger agreement, based on Parent and Merger Sub’s
breaches of the merger agreement, which have given rise to the failure of several conditions set forth in Section 8.1 and Section 8.3
of the merger agreement. These breaches are not capable of being cured prior to the termination date of the merger agreement. Pursuant
to the Notice of Termination, as a result of such termination, the Parent Termination Fee becomes due and payable to the Company by Parent.
On
May 12, 2021, Parent 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, Parent acknowledges that the Company may 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 merger will not be completed.
A
copy of the Notice of Termination is filed as Exhibit 99.1 and is incorporated by reference herein. A copy of the Response Letter is
filed as Exhibit 99.2 and is incorporated by reference herein.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
May 13, 2021
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CHINA
XD PLASTICS COMPANY LIMITED
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By:
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/s/
Jie HAN
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Name:
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Jie
HAN
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Title:
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Chief
Executive Officer
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