[SCHEDULE 14C INFORMATION Check the appropriate box: x Preliminary Information Statement o o Definitive Information Statement CHINA XD PLASTICS COMPANY LIMITED Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number]
[SCHEDULE 14C INFORMATION Check the appropriate box: x Preliminary Information Statement o o Definitive Information Statement CHINA XD PLASTICS COMPANY LIMITED Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number]
[CHINA XD PLASTICS COMPANY LIMITED Index PART I— FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements (Unaudited) 2 Notes to the Condensed Consolidated Financial Statements (Unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 60 PART II—] [CERTIFICATION I, Jie Han, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Taylor Zhang, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION Jie Han, Chief Executive Officer] [CERTIFICATION Taylor Zhang, Chief Financial Officer]
[CHINA XD PLASTICS COMPANY LIMITED Index PART I— FINANCIAL INFORMATION Page Item 1. Condensed Consolidated Financial Statements (Unaudited) 2 Notes to the Condensed Consolidated Financial Statements (Unaudited) 5 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 Item 4. Controls and Procedures 60 PART II—] [CERTIFICATION I, Jie Han, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Taylor Zhang, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION Jie Han, Chief Executive Officer] [CERTIFICATION Taylor Zhang, Chief Financial Officer]
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[August 15, 2011 100 F Street, NE Dear Sir/Madam, Yours faithfully, Moore Stephens Hong Kong] [(a) Dismissal of]
[August 15, 2011 100 F Street, NE Dear Sir/Madam, Yours faithfully, Moore Stephens Hong Kong] [(a) Dismissal of]
[ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Correction 78A, 80, 81, 82, 84, 86, 87,] [SECOND AMENDMENT TO ARTICLES OF INCORPORATION OF CHINA XD PLASTICS COMPANY LIMITED 1. The name of the Corporation is China XD Plastics Company Limited. The date of filing of its original Articles of Incorporation with the Secretary of State of Nevada was December 1, 2005. 2. The Articles of Incorporation were amended by a Certificate of Amendment filed with the] [CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D JUNIOR CONVERTIBLE PREFERRED STOCK OF CHINA XD PLASTICS COMPANY LIMITED Board of Directors Company Articles of Incorporation Preferred Stock Designation and Amount Series D Preferred Stock Ranking Senior Stock Common Stock pari passu Junior Stock Dividends and Distributions Section 3. Voting Rights By-laws Two Directors Number Minimum Number Series D Director] [AMENDED AND RESTATED BYLAWS OF CHINA XD PLASTICS COMPANY LIMITED ARTICLE I NAME AND PRINCIPAL OFFICE Section 1. The name of this Corporation is: CHINA XD PLASTICS COMPANY LIMITED. (the "Board of Directors" or the "Board"), Section 2. The principal office of the Corporation shall be located at such place as shall be designated by the Board of Directors Section] [Execution Version REGISTRATION RIGHTS AGREEMENT BETWEEN CHINA XD PLASTICS COMPANY LIMITED, and MSPEA MODIFIED PLASTICS HOLDING LIMITED ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 SECTION 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 6 SECTION 3 DEMAND REGISTRATION 7 SECTION 4 INCIDENTAL OR "PIGGY-BACK" REGISTRATION 10 SECTION 5 UNDERWRITTEN OFFERINGS 11 SECTION 6 REGISTRATION] [Execution Version SECURITIES PURCHASE AGREEMENT among CHINA XD PLASTICS COMPANY LIMITED, MSPEA MODIFIED PLASTICS HOLDING LIMITED XD. ENGINEERING PLASTICS COMPANY LIMITED and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 2 SECTION 2 SALE AND PURCHASE OF THE SERIES D PREFERRED STOCK 11 SECTION 3 CONDITIONS PRECEDENT TO COMPLETION 11 SECTION 4 COMPLETION] [Execution Version STOCKHOLDERS' AGREEMENT among MSPEA MODIFIED PLASTICS HOLDING LIMITED, XD. ENGINEERING PLASTICS COMPANY LIMITED, and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 6 8 SECTION 4 TERM AND TERMINATION 10 SECTION 5 NOTICES 11 SECTION 6 MISCELLANEOUS 12 SECTION 7 GOVERNING LAW AND] [Final Form PLEDGE AGREEMENT Agreement Pledgee Pledgor Securities Purchase Agreement Mr. Han Company Series D Preferred Stock WHEREAS, in connection with the transactions contemplated by the Securities Purchase Agreement, the parties hereto, Mr. Han and the Company have entered into other Transaction Documents (as defined in the Securities Purchase Agreement); WHEREAS, the Pledgor is a stockholder of the Company; Common] [Final Form INDEMNIFICATION AGREEMENT by and between China XD Plastics Company Limited and [______________], as Indemnitee Dated as of [________], 2011 TABLE OF CONTENTS Page DEFINITIONS ARTICLE 1 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 6 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY ARTICLE 3 6 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR] [China XD Plastics Announces US$100 Million Equity Investment by Morgan Stanley Private Equity Asia HARBIN, CHINA, August 15, 2011 – China XD Plastics Company Limited (NASDAQ: CXDC, “China XD Plastics” or the “Company”), one of China’s leading players engaged in the development, manufacture, and sales of modified plastics primarily for automotive applications, today announced that Morgan Stanley Private Equity Asia] [Item 1.01 Entry into a Material Definitive Agreement. Company Securities Purchase Agreement MSPEA]
[ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Correction 78A, 80, 81, 82, 84, 86, 87,] [SECOND AMENDMENT TO ARTICLES OF INCORPORATION OF CHINA XD PLASTICS COMPANY LIMITED 1. The name of the Corporation is China XD Plastics Company Limited. The date of filing of its original Articles of Incorporation with the Secretary of State of Nevada was December 1, 2005. 2. The Articles of Incorporation were amended by a Certificate of Amendment filed with the] [CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D JUNIOR CONVERTIBLE PREFERRED STOCK OF CHINA XD PLASTICS COMPANY LIMITED Board of Directors Company Articles of Incorporation Preferred Stock Designation and Amount Series D Preferred Stock Ranking Senior Stock Common Stock pari passu Junior Stock Dividends and Distributions Section 3. Voting Rights By-laws Two Directors Number Minimum Number Series D Director] [AMENDED AND RESTATED BYLAWS OF CHINA XD PLASTICS COMPANY LIMITED ARTICLE I NAME AND PRINCIPAL OFFICE Section 1. The name of this Corporation is: CHINA XD PLASTICS COMPANY LIMITED. (the "Board of Directors" or the "Board"), Section 2. The principal office of the Corporation shall be located at such place as shall be designated by the Board of Directors Section] [Execution Version REGISTRATION RIGHTS AGREEMENT BETWEEN CHINA XD PLASTICS COMPANY LIMITED, and MSPEA MODIFIED PLASTICS HOLDING LIMITED ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 SECTION 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 6 SECTION 3 DEMAND REGISTRATION 7 SECTION 4 INCIDENTAL OR "PIGGY-BACK" REGISTRATION 10 SECTION 5 UNDERWRITTEN OFFERINGS 11 SECTION 6 REGISTRATION] [Execution Version SECURITIES PURCHASE AGREEMENT among CHINA XD PLASTICS COMPANY LIMITED, MSPEA MODIFIED PLASTICS HOLDING LIMITED XD. ENGINEERING PLASTICS COMPANY LIMITED and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 2 SECTION 2 SALE AND PURCHASE OF THE SERIES D PREFERRED STOCK 11 SECTION 3 CONDITIONS PRECEDENT TO COMPLETION 11 SECTION 4 COMPLETION] [Execution Version STOCKHOLDERS' AGREEMENT among MSPEA MODIFIED PLASTICS HOLDING LIMITED, XD. ENGINEERING PLASTICS COMPANY LIMITED, and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 6 8 SECTION 4 TERM AND TERMINATION 10 SECTION 5 NOTICES 11 SECTION 6 MISCELLANEOUS 12 SECTION 7 GOVERNING LAW AND] [Final Form PLEDGE AGREEMENT Agreement Pledgee Pledgor Securities Purchase Agreement Mr. Han Company Series D Preferred Stock WHEREAS, in connection with the transactions contemplated by the Securities Purchase Agreement, the parties hereto, Mr. Han and the Company have entered into other Transaction Documents (as defined in the Securities Purchase Agreement); WHEREAS, the Pledgor is a stockholder of the Company; Common] [Final Form INDEMNIFICATION AGREEMENT by and between China XD Plastics Company Limited and [______________], as Indemnitee Dated as of [________], 2011 TABLE OF CONTENTS Page DEFINITIONS ARTICLE 1 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 6 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY ARTICLE 3 6 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR] [China XD Plastics Announces US$100 Million Equity Investment by Morgan Stanley Private Equity Asia HARBIN, CHINA, August 15, 2011 – China XD Plastics Company Limited (NASDAQ: CXDC, “China XD Plastics” or the “Company”), one of China’s leading players engaged in the development, manufacture, and sales of modified plastics primarily for automotive applications, today announced that Morgan Stanley Private Equity Asia] [Item 1.01 Entry into a Material Definitive Agreement. Company Securities Purchase Agreement MSPEA]
