Amended Statement of Beneficial Ownership (sc 13d/a)
February 08 2021 - 6:16AM
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. 9)*
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)
February
7, 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
35,865,0541
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
35,865,0541
|
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
|
Includes 34,865,054 shares of the Company’s Common Stock and 1,000,000 shares of Series B Preferred Stock held
directly by the other Reporting Persons. 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. See
Item 5.
|
|
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 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
35,865,0541
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
35,865,0541
|
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
|
Includes 34,865,054 shares of the Company’s Common Stock and 1,000,000 shares of Series B Preferred Stock held directly
by the other Reporting Persons. 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.
|
|
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.
|
This
amendment No.9 (this “Amendment No. 9”) 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. 9 amends and supplements the Schedule 13D (the “Schedule 13D”),
as amended and supplemented by Amendment No. 8 filed on December 14, 2020 by the Reporting Persons. Capitalized terms used but
not defined in this Amendment No. 9 shall have the meanings assigned to such terms in the Schedule 13D. Except as amended or supplemented
by this Amendment No. 9, all other information in the Schedule 13D is as set forth therein.
Item 4. Purpose
of Transaction.
Item 4 of the Schedule
13D is hereby amended and supplemented by
(1) adding the following
sentence at the end thereof:
On February 7, 2021, Parent,
Merger Sub and the Company entered into an Amendment No. 2 to the Merger Agreement (the “Amendment”), pursuant
to which extended the Termination Date (as defined in the Merger Agreement) from February 7, 2021 to May 10, 2021.”
(2) replacing the entirety
of the last paragraph in the section with the caption of “Merger Agreement” with the following text:
“The Merger Agreement
contains certain termination rights for the Company and Parent, including, among others, if the Board (acting upon the recommendation
of the Special Committee) or the Special Committee have effected a Change in Company Recommendation (as defined in the Merger Agreement).
Upon termination of the Merger Agreement under specified circumstances, including in connection with entry into an agreement with
respect to a Superior Proposal, the Company will be required to pay Parent a termination fee of $1,000,000. The Merger Agreement
also provides that Parent will be required to pay the Company a termination fee of $2,000,000 in certain other circumstances, including
if the Merger Agreement is terminated by the Company as a result of a breach by Parent or Merger Sub of its representations, warranties,
covenants and agreements set forth in the Merger Agreement or the failure of Parent to consummate the Closing (as defined in the
Merger Agreement) when all other conditions to closing the Transactions have been satisfied. Subject to certain limitations, either
party may terminate the Merger Agreement if the Merger is not consummated by May 10, 2021.”
Item 7.
Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented
by adding the following thereto:
Exhibit
7.07: Amendment No.2 to the Merger Agreement dated as of February 7, 2021 by and among the Company, Parent and
Merger Sub.
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: February 8, 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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