Statement of Changes in Beneficial Ownership (4)
May 12 2021 - 7:50AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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 Abundant Ltd |
2. Issuer Name and Ticker or Trading Symbol
China XD Plastics Co Ltd
[
CXDC
]
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5. 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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(Last)
(First)
(Middle)
NO 9 DALIAN N RD, HAPING RD CENTRALIZED INDUSTRIAL PARK |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2021 |
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(Street)
HARBIN HEILONGJIANG, F4 150060
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/12/2021 | | J(1)(2)(3) | | 0 | D | $0.00 | 0 | I | See footnote (1)(2)(3) |
| Series B Preferred Stock | 5/12/2021 | | J(1)(2)(3) | | 0 | D | $0.00 | 0 | 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. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | Faith Abundant Limited is controlled by Mr. Jie Han who is its sole director and sole shareholder. Faith Abundant Limited is the sole shareholder of Faith Dawn Limited, which entered into the merger agreement (as amended, 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) | On May 8, 2021, the Company provided a notice of termination ("Notice of Termination") to Faith Dawn Limited, pursuant to which the Company terminated 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 (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 consequence of such termination, Faith Abundant Limited will no longer be deemed to beneficially own all of such Rollover Shares or share with the Rollover Stockholders the voting power and dispositive power of such Rollover Shares and ceased to be a Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Faith Abundant Ltd
NO 9 DALIAN N RD
HAPING RD CENTRALIZED INDUSTRIAL PARK
HARBIN HEILONGJIANG, F4 150060 |
| X |
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Signatures
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| /s/ Jie Han, as its sole director | | 5/12/2021 |
| **Signature of Reporting Person | Date |
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