Amended Statement of Ownership: Private Transaction (sc 13e3/a)
12 Mayo 2021 - 7:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 3)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934
China XD Plastics Company Limited
(Name of the Issuer)
China XD Plastics Company Limited
Faith
Dawn Limited
Faith Horizon
Inc.
Faith Abundant
Limited
Jie Han
XD. Engineering
Plastics Company Limited
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(Names of Persons Filing Statement)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
16948F107
(CUSIP Number)
China XD Plastics Company Limited
No. 9 Dalian North Road
Haping Road Centralized Industrial Park, Harbin
Development Zone Heilongjiang Province
People's Republic of China
Tel: +86-451-8434-6600
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Faith Dawn Limited
Faith Horizon Inc.
Faith Abundant Limited
Jie Han
XD. Engineering Plastics Company Limited
No. 9 Dalian North Road
Haping Road Centralized Industrial Park, Harbin
Development Zone Heilongjiang Province
People's Republic of China
Tel: +86-451-8737-1111
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
This statement is filed in connection with (check
the appropriate box):
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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The filing of a registration statement under the Securities Act of 1933.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: x
Calculation
of Filing Fee
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Transactional
Valuation
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Amount
of Filing Fee
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¨
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount
Previously Paid: $5,558.11
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Form or Registration No.: Schedule 14A
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Filing Party: China XD Plastics Company Limited
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Date
Filed: September 9, 2020
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TABLE OF CONTENTS
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Page
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Item 15
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Additional Information
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4
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Item 16
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Exhibits
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4
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INTRODUCTION
This Amendment No. 3 (this “Amendment
No. 3”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”),
is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively,
the “Filing Persons”): (a) China XD Plastics Company Limited, a Nevada corporation (the “Company”) and the issuer
of the shares of common stock, par value $0.0001 per share (each, a “Common Share”), that is subject to the transaction pursuant
to Rule 13e-3 under the Exchange Act, (b) Faith Dawn Limited, an exempted company with limited liability incorporated under the laws of
the Cayman Islands (“Parent”), (c) Faith Horizon Inc., a Nevada corporation (“Merger Sub”), (d) Faith Abundant
Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Holdco”), (e) Mr.
Jie Han, the chairman of the board of directors of the Company (the “Board”) and chief executive officer of the Company (the
“Chairman”), and (f) XD. Engineering Plastics Company Limited, a business company with limited liability incorporated under
the laws of British Virgin Islands (“Chairman SPV”). The Chairman and Chairman SPV are collectively referred to as the “Rollover
Stockholders”. Parent, Merger Sub, Holdco and the Rollover Stockholders are collectively referred to as the “Buyer Group”.
This Amendment No. 3 amends and restates in its entirety information set forth in the Transaction Statement.
On June 15, 2020, Parent, Merger
Sub and the Company 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. Merger Sub is currently beneficially owned
by Parent. Parent is currently beneficially owned by Holdco.
By filing this Transaction Statement,
the Filing Persons hereby withdraw the Schedule 13E-3 that was filed with the SEC on June 22, 2020, Amendment No. 1 to Schedule 13E-3
that was filed with the SEC on September 9, 2020 and Amendment No. 2 to Schedule 13E-3 that was filed with the SEC on September 30, 2020.
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Item 15
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Additional Information
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Item 15(c) is
hereby amended and supplemented as follows:
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 breaches 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, to the Company that while it disagrees with the allegations made in
the Notice of Termination, Parent 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 merger will not be completed.
A copy of the Notice of
Termination is filed as Exhibit (d)-(4) hereto and is incorporated by reference herein. A copy of the Response Letter send by
Parent, dated May 11, 2021 is filed as Exhibit (d)-(5) hereto and is incorporated by reference herein.
SIGNATURES
After due 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.
Date: May 12, 2021
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China XD Plastics Company Limited
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By:
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/s/ Taylor ZHANG
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Name: Taylor ZHANG
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Title: Chief Financial Officer
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Faith Dawn Limited
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By:
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/s/ Jie HAN
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Name: Jie HAN
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Title: Director
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Faith Horizon Inc.
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By:
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/s/ Jie HAN
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Name: Jie HAN
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Title: Director
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Faith Abundant Limited
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By:
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/s/ Jie HAN
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Name: Jie HAN
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Title: Director
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Jie HAN
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/s/ Jie HAN
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XD. Engineering Plastics Company Limited
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By:
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/s/ Jie HAN
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Name: Jie HAN
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Title: Director
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Exhibit Index
China XD Plastics (NASDAQ:CXDC)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
China XD Plastics (NASDAQ:CXDC)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024