| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2020 | 3. Issuer Name and Ticker or Trading Symbol China XD Plastics Co Ltd [ CXDC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 33,065,054 | I | See footnote(1)(2)(3) |
| Series B Preferred Stock | 1,000,000 | 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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Faith Dawn Limited is currently 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. Faith Dawn Limited was created solely for the purpose of entering into the merger agreement (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. Faith Dawn Limited may be deemed to beneficially own all of such Rollover Shares and share with the Rollover Stockholders the voting power and dispositive power of such Rollover Shares. Faith Dawn Limited expressly disclaims its ownership of any pecuniary interest in such Rollover Shares because Faith Dawn Limited does not have or share the opportunity, directly or indirectly, to profit or share in any profit derived from the transaction in such Rollover Shares. |
| /s/ Jie Han, as its sole director | 06/15/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
