3//SEC Filing
Faith Dawn Ltd 3
Accession 0001079973-20-000538
CIK 0001353970other
Filed
Jun 22, 8:00 PM ET
Accepted
Jun 23, 6:22 AM ET
Size
6.9 KB
Accession
0001079973-20-000538
Insider Transaction Report
Form 3
Faith Dawn Ltd
10% Owner
Holdings
- 1,000,000(indirect: See footnote)
Series B Preferred Stock
- 33,065,054(indirect: See footnote)
Common Stock
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Documents
Issuer
China XD Plastics Co Ltd
CIK 0001353970
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001815591
Filing Metadata
- Form type
- 3
- Filed
- Jun 22, 8:00 PM ET
- Accepted
- Jun 23, 6:22 AM ET
- Size
- 6.9 KB