4//SEC Filing
Faith Dawn Ltd 4
Accession 0001079973-21-000356
CIK 0001353970other
Filed
May 11, 8:00 PM ET
Accepted
May 12, 8:47 AM ET
Size
9.4 KB
Accession
0001079973-21-000356
Insider Transaction Report
Form 4
Faith Dawn Ltd
10% Owner
Transactions
- Other
Series B Preferred Stock
2021-05-12−0→ 0 total(indirect: See footnote) - Other
Common Stock
2021-05-12−0→ 0 total(indirect: See footnote)
Footnotes (3)
- [F1]Faith Dawn Limited is controlled by its sole director Mr. Jie Han. 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, as amended, 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]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 Dawn 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.
Documents
Issuer
China XD Plastics Co Ltd
CIK 0001353970
Entity typeother
IncorporatedCayman Islands
Related Parties
1- filerCIK 0001815591
Filing Metadata
- Form type
- 4
- Filed
- May 11, 8:00 PM ET
- Accepted
- May 12, 8:47 AM ET
- Size
- 9.4 KB