UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2015

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____
 
Commission File Number: 000-53131

CHINA XD PLASTICS COMPANY LIMITED
(Exact name of registrant as specified in its charter)
 
 
Nevada
04-3836208
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
 
 
No. 9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, PRC 150060
(Address of principal executive offices) (Zip Code)

86-451-84346600
(Registrant's telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

As of  August 3, 2015, the registrant had 49,151,796 shares of common stock, par value US$0.0001 per share, outstanding.
 
 



TABLE OF CONTENTS
 
 
PAGE
PART I. FINANCIAL INFORMATION
2
 
 
 
Item 1. Financial Statements
2
 
 
 
 
Unaudited Condensed Consolidated Balance Sheets
2
 
 
 
 
Unaudited Condensed Consolidated Statements of Comprehensive Income
3
 
 
 
 
Unaudited Condensed Consolidated Statements of Cash Flows
4
 
 
 
 
Notes to the Unaudited Condensed Consolidated Financial Statements
5
 
 
 
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
16
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
29
 
 
Item 4. Controls and Procedures
29
 
 
 
PART II. OTHER INFORMATION
30
 
 
 
Item 1. Legal Proceedings
30
 
 
 
Item 1A. Risk Factors
30
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
30
 
 
 
Item 3. Defaults Upon Senior Securities
30
 
 
Item 4. Mine Safety Disclosures
30
 
 
 
Item 5. Exhibits
30
 
 
 
Signatures
31
 
 
1

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

   
June 30,
2015
   
December 31,
2014
 
   
US$
   
US$
 
ASSETS
       
Current assets:
       
Cash and cash equivalents
   
52,702,280
     
45,456,612
 
Restricted cash
   
43,587,432
     
12,545,772
 
Time deposits
   
231,779,552
     
238,532,702
 
Accounts receivable, net
   
211,803,068
     
203,998,138
 
Amounts due from a related party
   
-
     
220,262
 
Inventories
   
287,072,414
     
249,797,244
 
Prepaid expenses and other current assets
   
9,384,107
     
11,253,828
 
    Total current assets
   
836,328,853
     
761,804,558
 
Property, plant and equipment, net
   
315,022,041
     
318,324,600
 
Land use rights, net
   
18,707,621
     
11,896,542
 
Prepayments to equipment and construction suppliers
   
294,418,527
     
182,259,578
 
Other non-current assets
   
40,904,920
     
25,499,744
 
    Total assets
   
1,505,381,962
     
1,299,785,022
 
                 
                 
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
 
Current liabilities:
               
Short-term bank loans, including current portion of long-term bank loans
   
217,468,948
     
99,735,422
 
Bills payable
   
50,561,363
     
43,389,928
 
Accounts payable
   
190,971,174
     
152,073,014
 
Amounts due to related parties
   
141,834
     
-
 
Income taxes payable
   
4,864,511
     
3,269,115
 
Accrued expenses and other current liabilities
   
25,534,299
     
24,484,583
 
   Total current liabilities
   
489,542,129
     
322,952,062
 
Long-term bank loans, excluding current portion
   
130,407,653
     
174,274,446
 
Notes payable
   
148,750,658
     
148,617,057
 
Income taxes payable
   
18,460,593
     
14,025,825
 
Deferred income tax liabilities
   
15,797,125
     
16,951,551
 
Deferred income
   
28,972,444
     
-
 
    Total liabilities
   
831,930,602
     
676,820,941
 
                 
Redeemable Series D convertible preferred stock
   
97,576,465
     
97,576,465
 
Stockholders' equity:
               
Series B preferred stock
   
100
     
100
 
Common stock, US$0.0001 par value, 500,000,000 shares authorized, 49,182,284 shares and 49,172,796 shares issued, 49,161,284 shares and 49,151,796 shares outstanding as of June 30, 2015 and December 31, 2014, respectively
   
4,917
     
4,916
 
Treasury stock, 21,000 shares at cost
   
(92,694
)
   
(92,694
)
Additional paid-in capital
   
81,262,157
     
80,875,787
 
Retained earnings
   
482,706,335
     
431,823,706
 
Accumulated other comprehensive income
   
11,994,080
     
12,775,801
 
    Total stockholders' equity
   
575,874,895
     
525,387,616
 
Commitments and contingencies
   
-
     
-
 
    Total liabilities, redeemable convertible preferred stock and stockholders' equity
   
1,505,381,962
     
1,299,785,022
 

 
 
See accompanying notes to unaudited condensed consolidated financial statements.

2


CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 

 
 
 
Three-Month Period Ended June 30,
   
Six-Month Period Ended June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
 
 
US$
   
US$
   
US$
   
US$
 
 
               
Revenues
   
265,412,742
     
264,208,995
     
487,339,137
     
487,789,670
 
Cost of revenues
   
(213,919,846
)
   
(211,909,052
)
   
(387,203,965
)
   
(388,841,389
)
    Gross profit
   
51,492,896
     
52,299,943
     
100,135,172
     
98,948,281
 
 
                               
Selling expenses
   
(438,041
)
   
(135,625
)
   
(734,861
)
   
(257,953
)
General and administrative expenses
   
(6,592,032
)
   
(4,553,144
)
   
(11,556,790
)
   
(8,349,508
)
Research and development expenses
   
(6,659,310
)
   
(13,355,881
)
   
(12,473,173
)
   
(21,986,615
)
    Total operating expenses
   
(13,689,383
)
   
(18,044,650
)
   
(24,764,824
)
   
(30,594,076
)
 
                               
    Operating income
   
37,803,513
     
34,255,293
     
75,370,348
     
68,354,205
 
 
                               
Interest income
   
2,466,291
     
3,454,649
     
4,894,362
     
6,490,014
 
Interest expense
   
(11,038,295
)
   
(11,614,261
)
   
(21,667,648
)
   
(20,194,238
)
Foreign currency exchange gains (losses)
   
322,056
     
406,479
     
231,641
     
(72,711
)
Gains (losses) on foreign currency forward contracts
   
305,825
     
(934,765
)
   
660,344
     
(934,765
)
Change in fair value of warrants liability
   
-
     
(906,006
)
   
-
     
(1,068,745
)
Government grant
   
4,814
     
12,974
     
4,814
     
1,324,213
 
    Total non-operating expense, net
   
(7,939,309
)
   
(9,580,930
)
   
(15,876,487
)
   
(14,456,232
)
 
                               
    Income before income taxes
   
29,864,204
     
24,674,363
     
59,493,861
     
53,897,973
 
 
                               
Income tax expense
   
(4,385,601
)
   
(4,837,703
)
   
(8,611,232
)
   
(12,065,262
)
 
                               
    Net income
   
25,478,603
     
19,836,660
     
50,882,629
     
41,832,711
 
 
                               
Earnings per common share:
                               
Basic and diluted
   
0.39
     
0.30
     
0.77
     
0.64
 
 
                               
Net Income
   
25,478,603
     
19,836,660
     
50,882,629
     
41,832,711
 
 
                               
Other comprehensive income (loss)
                               
Foreign currency translation adjustment, net of nil income taxes
   
(616,961
)
   
1,346,532
     
(781,721
)
   
(12,842,203
)
 
                               
Comprehensive income
   
24,861,642
     
21,183,192
     
50,100,908
     
28,990,508
 

See accompanying notes to unaudited condensed consolidated financial statements.
 


3

 

CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 


   
Six-Month Period Ended June 30,
 
   
2015
   
2014
 
   
US$
   
US$
 
Cash flows from operating activities:
       
Net cash provided by operating activities
   
71,660,883
     
61,291,114
 
                 
Cash flows from investing activities:
               
Proceeds from maturity of time deposits
   
237,499,197
     
259,984,756
 
Purchase of time deposits
   
(231,080,300
)
   
(362,130,254
)
Purchase of land use rights
   
(6,904,447
)
   
-
 
Purchase of and deposits for property, plant and equipment
   
(119,535,975
)
   
(86,442,465
)
Net cash used in investing activities
   
(120,021,525
)
   
(188,587,963
)
                 
Cash flows from financing activities:
               
Proceeds from bank borrowings
   
323,407,459
     
422,150,363
 
Repayments of bank borrowings
   
(238,181,426
)
   
(383,003,049
)
Proceeds from issuance of the Notes
   
-
     
148,396,175
 
Payment of issuance costs of the Notes
   
-
     
(3,970,357
)
Proceeds from the exercise of Series A investor warrants
   
-
     
596,740
 
Release of restricted cash as collateral for bank borrowings
   
-
     
3,243,383
 
Placement of restricted cash as collateral for bank borrowings
   
(29,729,123
)
   
(20,595,485
)
Net cash provided by financing activities
   
55,496,910
     
166,817,770
 
                 
Effect of foreign currency exchange rate changes on cash and cash equivalents
   
109,400
     
(2,211,225
)
Net increase in cash and cash equivalents
   
7,245,668
     
37,309,696
 
                 
Cash and cash equivalents at beginning of period
   
45,456,612
     
95,545,904
 
Cash and cash equivalents at end of period
   
52,702,280
     
132,855,600
 
                 
Supplemental disclosure of cash flow information:
               
Interest paid, net of capitalized interest
   
20,159,080
     
12,985,268
 
Income taxes paid
   
3,706,530
     
23,029,798
 

Non-cash investing and financing activities:
       
Government grant related to construction in the form of repayment of bank loan on behalf of the Company by the government
   
11,267,062
     
-
 
Accrual for purchase of equipment and construction
   
295,893
     
564,103
 

 
 
See accompanying notes to unaudited condensed consolidated financial statements
 

4

 
CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Basis of presentation, significant concentrations and risks
 
(a) Basis of presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the United States Securities and Exchange Commission ("SEC"). The condensed consolidated balance sheet as of December 31, 2014 was derived from the audited consolidated financial statements of China XD Plastics Company Limited ("China XD") and subsidiaries (collectively, the "Company"). The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated balance sheet of the Company as of December 31, 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, included in the Company's Annual Report on Form 10-K filed with the SEC on March 16, 2015.

In the opinion of the management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the financial position as of June 30, 2015, the results of operations for the three-month and six-month periods ended June 30, 2015 and 2014, and the cash flows for the six-month periods ended June 30, 2015 and 2014, have been made.

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property, plant and equipment, the realizability of inventories, the useful lives of property, plant and equipment, the collectibility of accounts receivable, the fair values of stock-based compensation awards, and the accruals for tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.

(b) Significant concentrations and risks

Sales concentration
 
The Company sells its products primarily through approved distributors in the People's Republic of China (the "PRC"). To a lesser extent, the Company also sells its products to an overseas customer in the Republic of Korea (the "ROK"). The Company's sales are highly concentrated.  Sales to distributors and end customer, which individually exceeded 10% of the Company's revenues for the three month and six months periods ended June 30, 2015 and 2014, are as follows:

 
 
Three-Month Period Ended June 30,
 
 
 
2015
   
2014
 
 
 
US$
   
%
   
US$
   
%
 
Distributor A
   
47,121,285
     
17.8
%
   
46,122,237
     
17.5
%
Distributor B
   
38,766,823
     
14.6
%
   
34,853,678
     
13.2
%
Distributor C
   
32,232,229
     
12.1
%
   
35,872,313
     
13.6
%
Distributor D
   
28,722,000
     
10.8
%
   
36,194,327
     
13.7
%
Distributor E
   
27,377,033
     
10.3
%
   
22,881,624
     
8.7
%
Direct Customer F, located in ROK
   
29,139,000
     
11.0
%
   
19,970,900
     
7.6
%
Total
   
203,358,370
     
76.6
%
   
195,895,079
     
74.3
%
 
 
5

 

 
 
 
Six-Month Period Ended June 30,
 
 
 
2015
   
2014
 
 
 
US$
   
%
   
US$
   
%
 
Distributor A
   
82,134,181
     
16.9
%
   
82,477,849
     
16.9
%
Distributor B
   
71,578,657
     
14.7
%
   
67,433,893
     
13.8
%
Distributor C
   
58,437,523
     
12.0
%
   
68,405,706
     
14.0
%
Distributor D
   
51,380,046
     
10.5
%
   
69,391,812
     
14.2
%
Distributor E
   
49,664,900
     
10.2
%
   
42,212,473
     
8.7
%
Direct Customer F, located in ROK
   
64,085,900
     
13.2
%
   
19,970,900
     
4.1
%
Total
   
377,281,207
     
77.5
%
   
349,892,633
     
71.7
%


The Company expects revenues from these distributors and the customer to continue to represent a substantial portion of its revenue in the future. Any factor adversely affecting the automobile industry in the PRC, electronic application industry in the ROK or the business operations of these customers will have a material effect on the Company's business, financial position and results of operations.

Purchase concentration of raw materials and equipment
 
The principal raw materials used for the Company's production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. Company purchased its raw materials through five and eight distributors, which individually exceeded 10% of the Company's total raw material purchases, accounted for approximately 71.8% and 81.1% of the Company's total raw materials purchases for the three-month periods ended June 30, 2015 and 2014, respectively, and 67.1% and 79.0% of the Company's total raw materials purchases for the six-month periods ended June 30, 2015 and 2014, respectively.  Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations.
 
The Company purchased equipment from two major equipment distributors, which accounted for 96.1% and 98.6% of the Company's total equipment purchases for the three-month periods ended June 30, 2015 and 2014, respectively, and accounted for 97.9% and 97.5% of the Company's total equipment purchases for the six-month periods ended June 30, 2015 and 2014.  Management believes that other suppliers could provide similar equipment on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations. The majority owner of one of the major equipment distributors, that supplied approximately 3.4% and nil of the Company's total equipment purchases for the three-month periods ended June 30, 2015 and 2014, respectively, and 37.4% and 3.0% of the Company's total equipment purchases for the six-month periods ended June 30, 2015 and 2014, respectively, is also the majority owner of sales Distributor D presented above.
 
Cash concentration

Cash and cash equivalents, restricted cash and time deposits maintained at banks consist of the following:

 
   
June 30, 2015
   
December 31, 2014
 
   
US$
   
US$
 
RMB denominated bank deposits with:
       
Financial Institutions in the PRC
   
353,954,158
     
311,377,750
 
Financial Institutions in Hong Kong Special Administrative Region ("Hong Kong SAR")
   
4,212
     
2,617
 
Financial Institution in Dubai, United Arab Emirates ("UAE")
   
8,183
     
170
 
U.S. dollar denominated bank deposits with:
               
Financial Institution in the U.S.
   
195,624
     
770,704
 
Financial Institutions in the PRC
   
17,142
     
17,139
 
Financial Institution in Hong Kong SAR
   
323,962
     
1,366,224
 
Financial Institution in Macau Special Administrative Region ("Macau SAR")
   
4,104,707
     
47,868
 
Financial Institution in Dubai, UAE
   
4,870,136
     
481,179
 
Euro denominated bank deposits with:
               
Financial institution in Hong Kong SAR
   
-
     
83,017
 
Financial institution in Dubai, UAE
   
3,091
     
3,355
 
HK dollar denominated bank deposits with:
               
Financial institution in Hong Kong SAR
   
394
     
581
 
Dirham denominated bank deposits with:
               
Financial institution in Dubai, UAE
   
14,562
     
112,815
 
 
 
6


 



The bank deposits with financial institutions in the PRC are insured by the government authority up to RMB500,000. The bank deposits with financial institutions in the HK SAR are insured by the government authority up to HK$500,000. The bank deposits with financial institutions in the Macau SAR are insured by the government authority up to MOP$500,000. The bank deposits with financial institutions in UAE are not insured by any government authority. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in the PRC, HK SAR and Macau SAR with acceptable credit rating.

Cash deposits in bank that are restricted as to withdrawal or usage for up to 12 months are reported as restricted cash in the condensed consolidated balance sheets and excluded from cash in the condensed consolidated statements of cash flows. Cash deposits that are restricted for period beyond 12 months from the balance sheet date are included in other non-current assets in the condensed consolidated balance sheets.

Short-term bank deposits that are pledged as collateral for bills payable relating to purchases of raw materials are reported as restricted cash and amounted to US$13,768,349 and US$11,868,855 as of June 30, 2015 and December 31, 2014, respectively. Upon maturity and repayment of the bills payable, which is generally within 6 months, the cash becomes available for use by the Company. Short-term bank deposits that are pledged as collateral for letter of credit relating to purchases of raw materials are reported as restricted cash and amounted to nil and US$676,917 as of June 30, 2015 and December 31, 2014, respectively. The cash will be available for use by the Company 90 days from the issuance of the letter of credit. The cash flows from the pledged bank deposits, which relate to purchases of raw materials, are reported within cash flows from operating activities in the condensed consolidated statements of cash flows.
 
Cash deposits in the amount of US$17,744,510 were restricted relating to the government grant as of June 30, 2015 (note 12), and included in other non-current assets.  The cash flows from the pledged bank deposits, which relate to government grant for construction of assets, are reported within cash flows from investing activities in the condensed consolidated statements of cash flows.

Short-term bank deposits that are pledged as collateral for short-term bank borrowings are reported as restricted cash and amounted to US$13,723,281 and nil as of June 30, 2015 and December 31, 2014, respectively. Short-term bank deposits that are pledged as collateral for long-term bank borrowings are reported as restricted cash and amounted to US$16,095,802 and nil as of June 30, 2015 and December 31, 2014, respectively. Long-term bank deposits that are pledged as collateral for issuance of letter of guarantee are reported as other non-current assets and amounted to US$17,705,382 and US$17,728,782 as of June 30, 2015 and December 31, 2014, respectively. The cash flows from such bank deposits are reported within cash flows from financing activities in the condensed consolidated statements of cash flows.
 
Note 2 - Accounts receivable

Accounts receivable consists of the following:

 
 
June 30, 2015
   
December 31, 2014
 
 
 
US$
   
US$
 
 
   
Accounts receivable
   
211,912,835
     
204,108,050
 
Allowance for doubtful accounts
   
(109,767
)
   
(109,912
)
Accounts receivable, net
   
211,803,068
     
203,998,138
 
 
As of June 30, 2015 and December 31, 2014, the accounts receivable balances also include notes receivable in the amount of US$1,472,406 and US$921,907, respectively. As of June 30, 2015 and December 31, 2014, nil and US$50,473,063 of accounts receivable are pledged for the short-term bank loans, respectively.
 
There was no accrual of additional provision or write-off of accounts receivable for the three-month and six-month periods ended June 30, 2015 and 2014.
 
7

 

 
Note 3 - Inventories

Inventories consist of the following:
 
June 30, 2015
 
December 31, 2014
 
 
US$
 
US$
 
 
   
Raw materials
 
 
256,203,379
   
 
241,853,814
 
Work in progress
   
226,881
     
207,181
 
Finished goods
   
30,642,154
     
7,736,249
 
Total inventories
   
287,072,414
     
249,797,244
 
 
There were no write down of inventories for the three-month and six-month periods ended June 30, 2015 and 2014.
 
Note 4 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following:
 
June 30, 2015
 
December 31, 2014
 
 
US$
 
US$
 
     
Advances to suppliers
   
247,022
     
168,614
 
Value added taxes receivables
   
2,283,841
     
6,407,547
 
Interest receivable
   
3,438,119
     
3,351,672
 
Others
   
3,415,125
     
1,325,995
 
    Total prepaid expenses and other current assets
   
9,384,107
     
11,253,828
 

Others mainly include prepaid interest expenses and staff advances.
 
Note 5 – Property, plant and equipment, net

Property, plant and equipment consist of the following:
 
 
 
June 30, 2015
   
December 31, 2014
 
 
 
US$
   
US$
 
 
       
Machinery, equipment and furniture
   
263,516,693
     
209,509,700
 
Motor vehicles
   
1,984,993
     
1,854,985
 
Workshops and buildings
   
79,383,200
     
79,009,346
 
Construction in progress
   
48,887,660
     
93,970,716
 
    Total property, plant and equipment
   
393,772,546
     
384,344,747
 
Less accumulated depreciation
   
(78,750,505
)
   
(66,020,147
)
    Property, plant and equipment, net
   
315,022,041
     
318,324,600
 
 
 
8

 
 


For the three-month and six-month periods ended June 30, 2015, the Company capitalized US$168,306 of interest costs as a component of the cost of construction in progress, respectively. Depreciation expense on property, plant and equipment was allocated to the following expense items:
 
 
Three-Month Period Ended
June 30,
 
 
2015
 
2014
 
 
US$
 
US$
 
     
Cost of revenues
   
5,525,990
     
4,638,160
 
General and administrative expenses
   
403,135
     
319,502
 
Research and development expenses
   
901,082
     
527,963
 
Selling expense
   
223
     
-
 
    Total depreciation expense
   
6,830,430
     
5,485,625
 
 
 
Six-Month Period Ended
June 30,
 
 
2015
 
2014
 
 
US$
 
US$
 
 
   
Cost of revenues
   
10,305,578
     
9,508,815
 
General and administrative expenses
   
778,263
     
621,783
 
Research and development expenses
   
1,696,801
     
959,972
 
Selling expense
   
223
     
-
 
    Total depreciation expense
   
12,780,865
     
11,090,570
 

 
Note 6 - Prepayments to equipment suppliers
 
On March 8, 2013, Xinda Holding (HK) Co, Ltd. ("Xinda Holding (HK)") entered into an investment agreement with Nanchong Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion (equivalent to US$289.7 million) in property, plant and equipment and approximately RMB0.6 billion (equivalent to US$96.6 million) in working capital, for the construction of the Sichuan plant. In December 2013, the Company entered into an equipment purchase contract with Harbin Jiamu Import & Export Trading Co., Ltd ("Jiamu") for a total consideration of RMB1,629.3 million (equivalent to US$262.3 million) to purchase 70 production lines and RMB89.7 million (equivalent to US$14.4 million) to purchase testing equipment. As of June 30, 2015 and December 31, 2014, the Company has paid RMB1,375.2 million (equivalent to US$221.4 million) and RMB1,130.9 million (equivalent to US$182.3 million) for production lines and testing equipment, respectively.
 
On January 5, 2015, AL Composites Materials FZE ("AL Composites") entered into an equipment purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of US$271.2 million to purchase certain production and testing equipment. Pursuant to the contract with Peaceful, the Company has paid US$65.6 million as prepayments as of June 30, 2015.
 
Note 7 – Fair value measurement
 
Short-term financial instruments, including cash and cash equivalents, restricted cash, time deposits, accounts receivable, amounts due from a related party, short-term bank loans, bills payable, accounts payable, amounts due to related parties, income taxes payable and accrued expenses and other current liabilities - carrying amounts approximate fair values because of the short maturity of these instruments.

Long-term bank loans - fair value is based on the amount of future cash flows associated with each loan discounted at the Company's current borrowing rate for similar debt instruments of comparable terms. The carrying value of the long-term bank loans approximate their fair values as the long-term bank loans carry interest rates which approximate rates currently offered by the Company's banks for similar debt instruments of comparable maturities.

Notes payable - fair values of the Company's notes payable are estimated based on quoted market prices which are categorized as Level 1 measurement in the fair value hierarchy. As of June 30, 2015, the carrying amount and estimated fair value of the notes payable were US$ 148,750,658 and US$ 146,062,500, respectively.

Derivative assets on foreign currency forward contract- fair value is determined using a discount cash flow model, which discounts the difference between the forward contract exchange rate from the quoted curve and the contract rate multiplied by the notional amounts. It considers the following significant inputs: risk-free rate and foreign exchange rate.
 
9

 

 
Note 8 – Borrowings

(a) Current
 
 
 
June 30, 2015
   
December 31, 2014
 
 
 
US$
   
US$
 
 
       
Unsecured loans
   
70,821,530
     
47,223,028
 
Secured loans by accounts receivable
   
-
     
40,292,686
 
Guaranteed loans by a third-party (ii)
   
27,362,863
     
-
 
Secured loans by restricted cash (iii)
   
35,600,000
     
-
 
Current portion of long-term bank loans (note b) 
   
83,684,555
     
12,219,708
 
 
               
        Total short-term loans, including current portion of long-term bank loans
   
217,468,948
     
99,735,422
 
 
(i)  As of June 30, 2015 and December 31, 2014, the Company's short-term bank loans bear a weighted average interest rate of 4.03% and 5.7% per annum, respectively. All short-term bank loans mature at various times within one year and contain no renewal terms.
 
(ii)   On February 11, 2015, the Company obtained RMB140 million (US$22.6 million) bank loan at an annual interest rate of 5.32%, from Bank of Communications, and RMB100 million (US$16.1 million) bank loan at an annual interest rate of 5.32%, from Bank of Construction banks in Nanchong City, Sichuan. These two loans were guaranteed by an investment company affiliated with the People's Government of Shunqing District, Nanchong City, Sichuan Province ("Shunqing Government") and were issued to support the Company's construction of a production plant in Nanchong City, Sichuan and will be paid off in five installments. The first installment in the amount of RMB70 million (US$11.3 million) was paid on April 30,2015. The last installment will become due and payable on November 30, 2015.
 
(iii)
On January 15, 2015, the Company obtained a 350-day secured loan of US$12.0 million from HSBC Bank Middle East Limited in Dubai, UAE at an annual interest rate of 3-month London Inter-Bank Offered Rate ("LIBOR") (0.2832% as of June 30, 2015) plus 1.8%. On February 2, 2015, the Company obtained another 351-day secured loan of US$16.6 million from HSBC Bank Middle East Limited in Dubai, UAE at an interest rate of 3-month LIBOR (0.2832% as of June 30, 2015) plus 1.8%. These loans were secured by restricted cash of RMB39.3 million (equivalent to US$6.3 million) by the HSBC bank in Harbin, China.
 
In June 2015, the Company obtained a one-year secured loan of US$7.0 million from Bank of China Luxemburg Branch at an annual interest rate of one-year LIBOR (0.7715% as of June 30, 2015) plus 0.75%. These loans were secured by restricted cash of RMB45.9 million (equivalent to US$7.4 million) by the Bank of China in Harbin, China.

(b) Non-current
 
 
June 30, 2015
 
December 31, 2014
 
 
US$
 
US$
 
 
   
Secured loans
   
83,164,800
     
70,000,000
 
Unsecured loans
   
130,927,408
     
116,494,154
 
Less: current portion
   
83,684,555
     
12,219,708
 
    Total long-term bank loans, excluding current portion
   
130,407,653
     
174,274,446
 

 
10

 

 

During March and April 2014, the Company obtained two 15-month unsecured loans of RMB50 million (equivalent to US$8.0 million) at an interest rate of 6.15% per annum from the Bank of Heilongjiang. The Company repaid these loans in advance by the end of March 2015.

On June 12, 2014, the Company obtained a three-year secured loan of US$70 million from Bank of China at interest rate of 3-month LIBOR (0.2832% as of June 30, 2015). The loan is secured by restricted cash of US$17.7million. The Company has repaid US$2 million on June 9, 2015.

On January 23, 2015, the Company obtained a two-year unsecured loan of RMB100 million (equivalent to US$16.1 million) at an annual interest rate of 6.0% from Agriculture Bank of China.

On January 27, 2015, the Company obtained a one and half year secured loan of US$15.2 million from Bank of China, at an interest rate of LIBOR (0.2832% as of June 30, 2015) plus 1.5%. The interest rate is reset every three months. The loan is secured by restricted cash of RMB100 million (equivalent to US$16.1 million).

On April 22, 2015, the Company obtained a two-year unsecured loan of RMB40 million (equivalent to US$6.4 million) at an annual interest rate of 5.75% from Agriculture Bank of China.

As of June 30, 2015, the Company had total lines of credit of RMB3,348.5 million (US$538.8 million). As of June 30, 2015, the Company has unused lines of credit of RMB1,222.9 million (US$196.8 million) with remaining terms less than 12 months and RMB134.3million (US$21.6 million) with remaining terms beyond 12 months.

Certain lines of credit contain financial covenants such as total stockholders' equity, debt asset ratio, current ratio, contingent liability ratio and net profit. As of June 30, 2015, the Company has met these financial covenants.


Note 9 - Accrued expenses and other current liabilities
 
Accrued expenses and other current liabilities consist of the following:
   
June 30, 2015
   
December 31, 2014
 
   
US$
   
US$
 
Payables for purchase of property, plant and equipment
   
7,182,356
     
7,234,607
 
Accrued freight expenses
   
3,211,971
     
1,688,431
 
Accrued interest expenses
   
9,784,921
     
9,031,741
 
Others
   
5,355,051
     
6,529,804
 
Total accrued expenses and other current liabilities
   
25,534,299
     
24,484,583
 

Others mainly represent accrued payroll and employee benefits, non income taxes payables and other accrued miscellaneous operating expenses.
 

Note 10 – Related party transactions

The Company entered into related party transactions with Harbin Xinda High-Tech Co., Ltd. ("Xinda High-Tech"), an entity controlled by the wife of Mr. Han, the chief executive officer and controlling stockholder of the Company, and Mr. Han's son.  The significant related party transactions are summarized as follows:
   
Three-Month Period Ended June 30,
 
Six-Month Period Ended June 30,
 
   
2015
 
2014
 
2015
   
2014
 
   
US$
 
US$
 
US$
   
US$
 
Costs and expenses resulting from transactions with related parties:
                       
Rental expenses for plant and office spaces
   
165,500
 
   
195,677
     
360,714
     
395,588
 
 
 
11

 
 




The related party balances are summarized as follows:

 
 
June 30, 2015
 
 
December 31, 2014
 
 
US$
 
US$
 
Amounts due from a related party:
   
Prepaid rent expenses to Xinda High-Tech
   
-
     
220,262
 
Total:
   
-
     
220,262
 
 
Amounts due to a related party:
       
Rental payable to Xinda High-Tech
   
128,195
     
-
 
Rental payable to Mr Han's son
   
13,639
     
-
 
Total:
   
141,834
     
-
 
 
 
The Company rents the following plant and office buildings in Harbin, Heilongjiang province from Xinda High-Tech:
 
Premise Leased
Area (M2)
 
Annual Rental Fee (US$)
 
Period of Lease
Office building
 
 
23,894
 
 
 
766,851
 
Between January 1, 2014 and December 31, 2018
 
The Company rents the following facilities in Harbin, Heilongjiang province from Mr. Han's son:
Premise Leased
 
Area (M 2 )
 
 
Annual Rental Fee (US$)
 
Period of Lease
Facility
 
 
3,134
 
 
 
16,047
 
Between January 1, 2015 and December 31, 2015
Facility
 
 
200
 
 
 
6,419
 
Between August 17, 2014 and August 16, 2015

Note 11– Income taxes
 
Pursuant to an approval from the local tax authority in July 2013, Sichuan Xinda Enterprise Group Co., Ltd. ("Sichuan Xinda Group"), a subsidiary of China XD, became a qualified enterprise located in the western region of the PRC, which entitled it to a preferential income tax rate of 15% from January 1, 2013 to December 31, 2020. Under the current laws of Dubai, AL Composites is exempted from income taxes.

The effective income tax rate for the six-month periods ended June 30, 2015 and 2014 were 14.3% and 22.3%, respectively. The effective income tax rate for the six-month period ended June 30, 2015 differs from the PRC statutory income tax rate of 25% primarily due to the above mentioned Dubai exempt from income taxes, Sichuan Xinda Group's preferential income tax rate, and Sichuan Xinda Group's R&D expense bonus tax deduction, partially offsetting by effect of tax rate differential on entities not subject to PRC income tax, effect of non-deductible expenses and increase of valuation allowances against deferred income tax assets of certain subsidiaries, which were at cumulative loss position.
As of June 30, 2015, the unrecognized tax benefits were US$18,460,593 and the interest relating to unrecognized tax benefits was US$2,038,387.  No penalties expense related to unrecognized tax benefits were recorded. The Company is currently unable to provide an estimate of a range of the total amount of unrecognized tax benefits that is reasonably possible to change significantly within the next twelve months.
 
12


Note 12 – Deferred Income

On January 26, 2015, the Company entered into a memorandum and a fund support agreement with the People's Government of Shunqing District, Nanchong City, Sichuan Province ("Shunqing Government") pursuant to which Shunqing Government, through its investment vehicle, extended to the Company RMB110 million (equivalent to US$17.7 million) interest free fund to support  the construction of the Sichuan plant. In June 2015, the Company received additional RMB70 million (equivalent to US$11.2 million) from Shunqing Government in the form of government repayment of bank loans on behalf of the Company. Since both funding are related to construction of long-term assets, the amounts were recognized as government grant, which is included in deferred income on the unaudited condensed consolidated balance sheet, and to be recognized as other income in the consolidated statement of comprehensive income over the periods and in the proportions in which depreciation expense on the long-term assets is recognized.

Note 13 – Stockholders' equity

The changes of each caption of stockholders' equity for the six-month period ended June 30, 2015 are as follows:
 
 
 
Series B Preferred Stock
   
Common Stock
       
Additional
       
Accumulated
Other
   
Total
 
 
 
Number
of Shares
   
Amount
   
Number
of Shares
   
Amount
   
Treasury Stock
   
Paid-in
Capital
   
Retained
Earnings
   
Comprehensive
Income
   
Stockholders'
Equity
 
 
     
US$
       
US$
                     
Balance as of January 1, 2015
   
1,000,000
     
100
     
49,151,796
     
4,916
     
(92,694
)
   
80,875,787
     
431,823,706
     
12,775,801
     
525,387,616
 
Net income
   
-
     
-
     
-
     
-
     
-
     
-
     
50,882,629
     
-
     
50,882,629
 
Other comprehensive loss
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(781,721
)
   
(781, 721
)
Stock based compensation
   
-
     
-
     
-
     
-
     
-
     
386,371
     
-
     
-
     
386,371
 
Vesting of nonvested shares
   
-
     
-
     
9,488
     
1
     
-
     
(1
)
   
-
     
-
     
-
 
Balance as of June 30, 2015
   
1,000,000
     
100
     
49,161,284
     
4,917
     
(92,694
)
   
81,262,157
     
482,706,335
     
11,994,080
     
575,874,895
 
 
Note 14 – Stock based compensation

A summary of the nonvested shares activity for the six-month ended June 30, 2015 is as follows:
 
 
 
Number of Nonvested
Shares
   
Weighted Average
Grant date Fair Value
 
 
     
US$
 
Outstanding as of December 31, 2014
   
647,288
     
5.00
 
Vested
   
(9,488
)
   
4.15
 
Forfeited
   
(47,830
)
   
4.63
 
Outstanding as of June 30, 2015
   
589,970
     
5.04
 
 
The Company recognized US$130,645 and US$122,091 of share-based compensation expense in general and administration expenses relating to nonvested shares for the three-month periods ended June 30, 2015 and 2014, respectively, and US$386,371 and US$532,939 of share-based compensation expense in general and administration expenses relating to nonvested shares for the six-month periods ended June 30, 2015 and 2014, respectively. As of June 30, 2015, there was US$1,219,064 total unrecognized compensation cost relating to nonvested shares, which is to be recognized over a weighted average period of 1.26 years. 



13

 
 
Note 15 - Earnings per share

Basic and diluted earnings per share are calculated as follows:

 
 
Three-Month Period Ended June 30,
   
Six-Month Period Ended June 30,
 
 
 
2015
   
2014
   
2015
   
2014
 
 
 
US$
   
US$
   
US$
   
US$
 
Net income
   
25,478,603
     
19,836,660
     
50,882,629
     
41,832,711
 
Less:
                               
Earnings allocated to participating Series D convertible preferred stock
   
(6,199,413
)
   
(4,869,197
)
   
(12,379,759
)
   
(10,284,553
)
Earnings allocated to participating nonvested shares
   
(230,996
)
   
(119,614
)
   
(466,567
)
   
(352,376
)
Net income for basic and diluted earnings per share
   
19,048,194
     
14,847,849
     
38,036,303
     
31,195,782
 
 
                               
Denominator
                               
Denominator for basic and diluted earnings per share
   
49,161,284
     
48,789,480
     
49,159,344
     
48,532,252
 
 
                               
Earnings per share:
                               
Basic and diluted
   
0.39
     
0.30
     
0.77
     
0.64
 

The following table summarizes potentially dilutive securities excluded from the calculation of diluted earnings per share for the three-month periods and six-month periods ended June 30, 2015 and 2014 because their effects are anti-dilutive:
 
 
Three-Month Period Ended June 30,
 
Six-Month Period Ended June 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
       
Shares issuable upon conversion of Series D convertible preferred stock
   
16,000,000
     
16,000,000
     
16,000,000
     
16,000,000
 
Shares issuable upon exercise of Series A investor warrant
   
-
     
438,038
     
-
     
438,038
 
Shares issuable upon exercise of Series A placement agent warrant
   
-
     
117,261
     
-
     
117,261
 
 
Note 16 - Commitments and contingencies

(1)    Lease commitments
 
Future minimum lease payments under non-cancellable operating leases agreements as of June 30, 2015 were as follows. 
   
US$
 
Period from July 1, 2015 to December 31, 2015
   
651,896
 
Years ending December 31,
       
2016
   
1,099,595
 
2017
   
963,302
 
2018
   
892,443
 
2019
   
112,866
 
2020 and thereafter
   
1,147,475
 


Rental expenses incurred for operating leases of plant and office spaces were US$499,500 and US$302,480 for the three-month periods ended June 30, 2015 and 2014, respectively, and US$728,649 and US$620,708 for the six-month periods ended June 30, 2015 and 2014, respectively. There are no step rent provisions, escalation clauses, capital improvement funding requirements, other lease concessions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the end of leases. The Company's leases do not contain any contingent rent payments terms.
(2)   Sichuan plant construction and equipment

On March 8, 2013, Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion (equivalent to US$289.7 million) in property, plant and equipment and approximately RMB0.6 billion (equivalent to US$96.6 million) in working capital, for the construction of Sichuan plant.  As of June 30, 2015, the Company has a remaining commitment of RMB215.3 million (equivalent to US$34.6 million) mainly for facility construction, and RMB343.8 million (equivalent to US$55.3 million) for the acquisition of equipments.
 
14

 


(3)    Dubai plant construction and equipment

On January 5, 2015, AL Composites entered into an equipment purchase contract with Peaceful for a total consideration of US$271.2 million to purchase certain production and testing equipment.  As of June 30, 2015, the Company has a remaining commitment of US$205.6 million for the remaining equipment acquisition. On January 25, 2015, AL Composites entered into a facility purchase contract with Zettachem International Limited for a total consideration of AED12.5 million (equivalent to US$3.4 million). As of June 30, 2015, the Company has a remaining commitment of US$0.3 million.

(4)   Xinda Group equipment
 
During the six-month period ended June 31, 2015, Xinda Group entered into a series of equipment purchase contracts with Jiamu for a total consideration of RMB93.2 million (equivalent to US$15.0 million). As of June 30, 2015, the Company has a remaining commitment of RMB85.2 million (equivalent to US$13.7 million) for the remaining equipment acquisition.
(5)    Contingencies

The Company and certain of its officers were named as defendants in two putative securities class action lawsuits filed on July 15, 2014 and July 16, 2014 in the United States District Court for the Southern District of New York. The Company, after consultation with its legal counsel, believes that the lawsuits are without merit and intends to vigorously defend against them.  Nevertheless, there is a possibility that a loss may have been incurred. In accordance with ASC Topic 450, no loss contingency was accrued as of June 30, 2015 since the possible loss or range of loss cannot be reasonably estimated.
 
 
 
15

 


Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

We make forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the "SEC") or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in this Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operation," regarding our future plans, strategies and expectations are forward-looking statements. In some cases these statements are identifiable through the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would" and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and in Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You are cautioned not to place undue reliance on these forward-looking statements because these forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Thus, our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: economic conditions generally and the automotive modified plastics market specifically, legislative or regulatory changes that affect our business, including changes in regulation, the availability of working capital, the introduction of competing products, and other risk factors described herein. These risks and uncertainties, together with the other risks described from time-to-time in reports and documents that we filed with the SEC should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Overview
China XD Plastics Company Limited ("China XD", "we", and the "Company", and "us" or "our" shall be interpreted accordingly) is one of the leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China, and to a lesser extent, in Dubai, UAE. We develop modified plastics using our proprietary technology, manufacture and sell our products primarily for use in the fabrication of automobile parts and components. We have 339 certifications from manufacturers in the automobile industry as of June 30, 2015. We are the only company certified as a National Enterprise Technology Center in modified plastics industry in Heilongjiang province. Our Research and Development (the "R&D") team consists of 257 professionals and 8 consultants, including one consultant who is a member of Chinese Academy of Engineering, and one consultant who is the former chief scientist of Specialty Plastics Engineering Institute of Jilin University. As a result of the integration of our academic and technological expertise, we have a portfolio of 207 patents, six of which we have obtained the patent rights and the remaining 201 of which we have applications pending in China as of June 30, 2015.
 
Our products include eleven categories: Modified Polypropylene (PP), Modified Acrylonitrile Butadiene Styrene (ABS), Modified Polyamide 66 (PA66), Modified Polyamide 6 (PA6), Plastic Alloy, Modified Polyoxymethylenes (POM), Modified Polyphenylene Oxide (PPO), Modified Polyphenylene Sulfide (PPS), Modified Polyimide (PI), Modified Polylactic acid (PLA) and Poly Ether Ether Ketone (PEEK). 

The Company's products are primarily used in the production of exterior and interior trim and functional components of more than 27 automobile brands and 80 automobile models manufactured in China, including Audi, Mercedes Benz, BMW, Buick, Chevrolet, VW Passat, Golf and Jetta, Mazda, and Toyota. Our research center is dedicated to the research and development of modified plastics, and benefits from its cooperation with well-known scientists from prestigious universities in China. We operate three manufacturing bases in Harbin, Heilongjiang in the PRC, with the construction of Sichuan plant underway. In addition, we completed and run the trial production in the plant in Dubai, UAE with additional 2,500 metric tons ("Phase 1") targeting high-end products for the overseas markets.  As of June 30, 2015, in domestic market, we had approximately 390,000 metric tons of production capacity across 84 automatic production lines utilizing German twin-screw extruding systems, automatic weighing systems and Taiwanese conveyer systems. In December 2013, we broke ground on the construction of our fourth production base in Nanchong City, Sichuan Province, with additional 300,000 metric tons of annual production capacity, expecting to bring total installed production capacity to 690,000 metric tons with additional 70 new production lines at the completion of the construction of our fourth production base. Sichuan Xinda Group has supplied to its customers since 2013, backed by production capacity in our Harbin production base. To streamline the management in Sichuan, the Company completed a restructuring in July 2015 by merging its subsidiary in Nanchong City, the entire registered capital (US$99.99 million) of which was owned by Xinda (Heilongjiang) Investment Co., Ltd, into Sichuan Xinda Group.  The Company expects Sichuan facility to be completed around the end of 2015 and early 2016. In order to meet the increasing demand from our customer in ROK and to develop potential overseas markets, on January 25, 2015, AL Composites Materials FZE obtained a leased property of approximately 10,000 square meters from Jebel Ali Free Zone Authority ("JAFZA") in Dubai, UAE with constructed building comprising a warehouse, office and service block with lease term granted 15 years. The Company is planning to complete installing 75 production lines with additional 16,200 metric tons ("Phase 2") of annual production capacity in that property by the end of 2015, bringing total production capacity in Dubai to 18,700 metric tons.
 

16


Highlights for the three months ended June 30, 2015 include:

● Revenues were $265.4 million, an increase of 0.5% from $264.2 million in the second quarter of 2014
● Gross profit was $51.5 million, a decrease of 1.5% from $52.3 million in the second quarter of 2014
● Gross profit margin was 19.4%, compared to 19.8% in the second quarter of 2014
● Net income was $25.5 million, compared to $19.8 million in the second quarter of 2014
● Total volume shipped was 84,833 metric tons, up 4.0% from 81,584 metric tons in the second quarter of 2014

  
Results of Operations
 
The following table sets forth, for the periods indicated, statements of income data in millions of USD:
 
(in millions, except  percentage)
 
Three-Month Period Ended
       
Six-Month Period Ended
     
 
 
June 30,
   
Change
   
June 30,
   
Change
 
 
 
2015
   
2014
   
%
   
2015
   
2014
   
%
 
Revenues
   
265.4
     
264.2
     
0.5
%
   
487.3
     
487.8
     
(0.1
)%
Cost of revenues
   
(213.9
)
   
(211.9
)
   
0.9
%
   
(387.2
)
   
(388.9
)
   
(0.4
)%
Gross profit
   
51.5
     
52.3
     
(1.5
)%
   
100.1
     
98.9
     
1.2
%
Total operating expenses
   
(13.7
)
   
(18.0
)
   
(23.9
)%
   
(24.8
)
   
(30.6
)
   
(19.0
)%
Operating income
   
37.8
     
34.3
     
10.2
%
   
75.3
     
68.3
     
10.2
%
Income before income taxes
   
29.9
     
24.7
     
21.1
%
   
59.4
     
53.8
     
10.4
%
Income tax expense
   
(4.4
)
   
(4.9
)
   
(10.2
)%
   
(8.5
)
   
(12.0
)
   
(29.2
)%
Net income
   
25.5
     
19.8
     
28.8
%
   
50.9
     
41.8
     
21.8
%

Three months ended June 30 , 2015 compared to three months ended June 30 , 2014

Revenues
 
Revenues were US$265.4 million in the second quarter ended June 30, 2015, an increase of US$1.2 million, or 0.5%, compared to US$264.2 million in the same period of last year, due to approximately 4.0% increase in sales volume and 3.4% decrease in the average selling price of our products.

Vehicle sales in China grew by 1.4% in the first half of 2015, the slowest rate in approximately 24 years, amid which the State-backed auto association revised 2015 full year forecast to 3% amid the economy slowdown in the world's largest car market. The Chinese government's anti-monopoly probe against luxury automobile manufacturers by the state and dealers backlashed against automakers. Both contributed to the lower-than-expected growth rate. Further, both automakers and parts manufacturers in China experienced pricing pressure from 2014 to the present. The unusual volatility of the Chinese stock market since June 2015 also seemed to have certain negative impact on consumer sentiments. As a result, plastic fabricators have been seeking newer products utilizing lower cost raw materials and more cost-efficient formulations. The pricing of the majority of our existing products remained stable while our newly launched products have relatively lower average selling price in response to customer demand in China. As previously disclosed, the Company has started marketing its higher-end products to customers overseas since early 2014 to better allocate its limited production capacity, diversify its business and reduce its concentration in the Chinese market. The increase of revenues recognized by AL Composites Materials FZE ("AL Composites") from oversea market in the ROK was more than such decline.
 
17

 
 
(i) Domestic market

For the three months ended June 30, 2015, we had a decrease of 2.9% in sales volume and 6.6% in the average RMB selling price of our products, as compared with those of last year.  However more sales were achieved in Southwest China because of our marketing efforts to develop new customers. As for the selling price, the decrease was mainly in lower-end product of modified PA6 and PA66 that we recently reformulated for customers in China in response to pricing pressure caused by the slowdown in China's auto industry.

(ii) Overseas market
For the three months ended June 30, 2015, we had an increase of 61.1% in sales volume partially offset by 9.4% decrease in the average selling price as compared with those of last year. The products sold in overseas market are mainly higher-end products such as PA66 and Plastic Alloys with much higher selling price for engine bonnet, oil pump, fuse hose and other higher-end auto engine related applications, high-end appliance components, and circuit boards etc. The Company expects continuing growth opportunities in oversea markets, including the ROK.

The following table summarizes the breakdown of revenues by categories in millions of US$:
 
(in millions, except percentage)
 
Revenues
For the Three-Month Period Ended June 30,
         
   
2015
   
2014
         
   
Amount
   
%
   
Amount
   
%
   
Change in
Amount
   
Change in
%
 
Modified Polyamide 66 (PA66)
   
53.0
     
20.0
%
   
53.3
     
20.2
%
   
(0.3
)
   
(0.6
)%
                                                 
Modified Polyamide 6 (PA6)
   
52.1
     
19.6
%
   
62.6
     
23.7
%
   
(10.5
)
   
(16.8
)%
                                                 
Plastic Alloy
   
99.0
     
37.3
%
   
78.7
     
29.8
%
   
20.3
     
25.8
%
                                                 
Modified Polypropylene (PP)
   
44.6
     
16.8
%
   
55.5
     
21.0
%
   
(10.9
)
   
(19.6
)%
                                                 
Modified Acrylonitrile butadiene styrene (ABS)
   
10.8
     
4.1
%
   
9.6
     
3.6
%
   
1.2
     
12.5
%
                                                 
Polyoxymethylenes (POM)
   
0.9
     
0.3
%
   
0.9
     
0.3
%
   
0.0
     
0.0
%
                                                 
Polyphenylene Oxide (PPO)
   
3.3
     
1.3
%
   
3.1
     
1.2
%
   
0.2
     
6.5
%
                                                 
Raw Materials
   
1.7
     
0.6
%
   
0.5
     
0.2
%
   
1.2
     
240.0
%
                                                 
Total Revenues
   
265.4
     
100
%
   
264.2
     
100
%
   
1.2
     
0.5
%

 
 
 
18

 
 
The following table summarizes the breakdown of metric tons (MT) by product mix:
 
(in MTs, except percentage)
 
Sales Volume
For the Three-Month Period Ended June 30,
         
 
 
2015
   
2014
         
 
 
MT
   
%
   
MT
   
%
   
Change in
MT
   
Change in
%
 
Modified Polyamide 66 (PA66)
   
12,342
     
14.5
%
   
9,448
     
11.6
%
   
2,894
     
30.6
%
 
                                               
Modified Polyamide 6 (PA6)
   
14,399
     
17.0
%
   
12,481
     
15.3
%
   
1,918
     
15.4
%
 
                                               
Plastic Alloy
   
28,357
     
33.5
%
   
25,426
     
31.1
%
   
2,931
     
11.5
%
 
                                               
Modified Polypropylene (PP)
   
23,542
     
27.8
%
   
29,500
     
36.2
%
   
(5,958
)
   
(20.2
)%
 
                                               
Modified Acrylonitrile butadiene styrene (ABS)
   
4,185
     
4.9
%
   
3,727
     
4.6
%
   
458
     
12.3
%
 
                                               
Polyoxymethylenes (POM)
   
270
     
0.3
%
   
271
     
0.3
%
   
(1
)
   
0.4
%
 
                                               
Polyphenylene Oxide (PPO)
   
453
     
0.5
%
   
431
     
0.5
%
   
22
     
5.1
%
 
                                               
Raw Materials
   
1,285
     
1.5
%
   
300
     
0.4
%
   
985
     
328.3
%
 
Total Sales Volume
   
84,833
     
100
%
   
81,584
     
100
%
   
3,249
     
4.0
%

The Company continued to shift production mix from traditional Modified Polypropylene (PP) to higher-end products such as PA6 and Plastic Alloy, primarily due to (i) the greater growth potential of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand as a result of promotion by the Chinese government for clean energy vehicles and (iii) better quality from and consumer recognition of higher-end cars made by automotive manufacturers from Chinese and Germany joint ventures, and U.S. and Japanese joint ventures, which manufacturers tend to use more and higher-end modified plastics in quantity per vehicle in China. In addition, the Company sold primarily higher-end PA66 and Plastic Alloy to the newly developed customer in the Republic of Korea. 
 
Gross Profit and Gross Profit Margin
 
Three-Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
%
 
Gross Profit
 
$
51.5
 
 
$
52.3
 
 
$
(0.8
)
(1.5
)%
Gross Profit Margin
 
 
19.4
%
 
 
19.8
%
 
 
 
(0.4
)%

 
Gross profit was US$51.5 million in the second quarter ended June 30, 2015   compared to US$52.3 million in the same period of 2014, representing a decrease of 1.5%. Our gross margin decreased to 19.4% during the quarter ended June 30, 2015 from 19.8% during the same quarter of 2014 primarily due to pricing pressure resulting from the slow down of the auto industry in China,  and the increase of depreciation expenses as production facility in Dubai were put in operation and no more orders for two individual products from the Korean customer. The average selling price of our products reduced by 3.4% for the quarter ended June 30, 2015 as compared to that of the prior year.


 
 
19

 

 
General and Administrative Expenses
 
 
Three-Month Period Ended June 30,
 
Change
(in millions, except percentage)
2015
 
2014
 
Amount
%
General and Administrative Expenses
$
6.6
 
$
4.5
 
$
2.1
46.7
%
as a percentage of revenues
 
2.5
%
 
1.8
%
 
 
0.7
%
 
General and administrative (G&A) expenses were US$6.6 million in the quarter ended June 30, 2015 compared to US$4.5 million in the same period in 2014, representing an increase of 46.7%, or US$2.1 million. This increase is primarily due to the increase of (i) US$0.7 million of stamp duties in connection with our business expansion; (ii) US$ 0.7 million of expenses incurred for the opening of temporary exhibition centre in Sichuan; (iii) US$0.7 million of other miscellaneous expenses.  
 
Research and Development Expenses
 
 
Three-Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
 
%
 
Research and Development Expenses
$
6.7
 
$
13.4
 
$
(6.7)
       
(50.0)
%
as a percentage of revenues
 
2.5
%
 
5.1
%
 
 
 
(2.6)
%

Research and development expenses were US$6.7 million during the quarter ended June 30, 2015 compared with US$13.4 million during the same period in 2014, a decrease of US$6.7 million, or 50.0%, reflecting the Company's efforts to adjust research and development activities on new products primarily for industrialized applications from automotive to other advanced fields such as ships, airplanes, high-speed rail, 3D printing materials, biodegradable plastics, and medical devices, etc..  
 
As of June 30, 2015, the number of ongoing research and development projects was 144. We expect to complete and commence to realize economic benefits on approximately 25% of the projects in the near term. The remaining projects are expected to be carried out for a longer period.

Operating Income
 
Total operating income was US$37.8 million in the second quarter ended June 30, 2015 compared to $34.3 million in the same period of 2014, representing an increase of 10.2% or US$ 3.5 million. This increase is primarily due to lower research and developed expenses, partially offset by higher general and administrative expenses.

Interest Income (Expenses)
 
 
 
Three-Month Period Ended June 30,
   
Change
 
(in millions, except percentage)
 
2015
   
2014
   
Amount
   
%
 
Interest Income
 
$
2.5
   
$
3.5
   
$
(1.0
)
   
(28.6
)%
Interest Expenses
   
(11.0
)
   
(11.7
)
   
0.7
     
(6.0
)%
Net Interest Expenses
 
$
(8.5
)
 
$
(8.2
)
 
$
(0.3
)
   
3.7
%
as a percentage of revenues
   
(3.2
)%
   
(3.1
)%
           
(0.1
)%


Net interest expense was US$8.5 million for the three-month period ended June 30, 2015, compared to net interest expense of US$8.2 million in the same period of 2014, primarily due to (i) the decrease of interest income was caused by the decrease of average deposit balance in the amount of US$344.5 million for the three months ended June 30, 2015 compared to US$442.4 million for the same period of 2014, combined the decrease of average interest rate of 2.8% for the three month period ended June 30, 2015 compared to 3.0% for the same period of 2014; and (ii) the decrease of interest expense was caused by the decrease of average interest rate 5.3% for the three months ended June 30, 2015 compared to 5.7% as for the three months ended June 30, 2014, and offset by the increase of short-term and long-term loans in the amount of US$409.9 million for the three months ended June 30, 2015 compared to US$374.4 million of prior year.
 
20

 

Gains (losses) on foreign currency forward contracts

 
Three–Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
 
%
 
Gain (losses) on foreign currency forward contracts
 
$
0.3
 
 
$
(0.9
 
$
1.2
 
 
 
(133.3
)%
as a percentage of revenues
 
 
0.1
%
 
 
(0.4
 
 
 
 
 
 
0.5
%

During the three-month period ended June 30, 2015, the Company settled the foreign currency forward contract which was entered into to manage its exposure to foreign currency risks with a notional amount of US$50M.  Due to the decrease of foreign exchange rate (USD to RMB) from April 1, 2015 and the settlement date during the three-month period ended June 30, 2015, the Company had a gain of US$0.3 million on foreign currency forward contracts.
During the three-month period ended June 30, 2014, the Company settled the foreign currency forward contract which was entered into to manage its exposure to foreign currency risks with a notional amount of US$80M.  Due to the increase of foreign exchange rate (USD to RMB) during the three-month period ended June 30, 2014, the Company had a loss of US$0.9 million on foreign currency forward contracts.
Income Taxes

 
Three–Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
 
%
 
Income before Income Taxes
$
 
29.9
 
$
 
24.7
 
$
 
5.2
 
21.1
%
Income Tax Expense
 
 
(4.4
)
 
 
(4.9
)
 
 
0.5
 
(10.2
)%
Effective income tax rate
 
 
14.7
%
 
 
19.8
%
 
 
 
 
(5.1
)%


The effective income tax rate for the three-month periods ended June 30, 2015 and 2014 was 14.7% and 19.8%, respectively. The decrease was primarily due Sichuan Xinda Group's R&D expense bonus tax deduction. The decrease was partially offsetting by effect of tax rate differential on entities not subject to PRC income tax, effect of non-deductible expenses and increase of valuation allowances against deferred income tax assets of certain subsidiaries, which were at cumulative loss position.
 
Our PRC and Dubai subsidiaries have US$363.5 million of cash and cash equivalents, restricted cash and time deposits as of June 30, 2015, which are planned to be indefinitely reinvested in the PRC and Dubai. The distributions from our PRC and Dubai subsidiaries are subject to the U.S. federal income tax at 34%, less any applicable foreign tax credits. Due to our policy of indefinitely reinvesting our earnings in our PRC business, we have not provided for deferred income tax liabilities related to PRC withholding income taxes on undistributed earnings of our PRC subsidiaries. In addition, due to our policy of indefinitely reinvesting our earnings in Dubai, UAE, we have not provided for deferred income tax liabilities related to AL Composites in Dubai, UAE, on undistributed earnings.
 
Net Income

As a result of the above factors, we had a net income of US$25.5 million in the second quarter of 2015 compared to a net income of US$19.8 million in the same quarter of 2014.
 
Six months ended June 30 , 2015 compared to six months ended June 30 , 2014

Revenues
 
Revenues were US$487.3 million in the six-month period ended June 30, 2015, a decrease of US$0.5 million, or 0.1%, compared with US$487.8 million in the same period of last year, due to approximately 2.6% increase in sales volume and 2.7 % decrease in the average selling price of our products.
 
(i) Domestic market
 
For the six months ended June 30, 2015, we had a decrease of 8.6% in the average RMB selling price of our products while the sales volume remained the same compared with those of last year.  However more sales were achieved in South China, Central China and Southwest China because of our marketing efforts to develop new customers. As for the RMB selling price, the decrease was mainly in lower-end product of modified PA6 and PA66 that we recently reformulated for customers in China in response to pricing pressure caused by the slowdown in China's auto industry.

(ii) Overseas market

For the six months ended June 30, 2015, we had a significant increase of 255% in sales volume partially offset by 9.6% decrease in the average selling price as compared with those of last year, The products sold in overseas market are mainly higher-end products such as PA66 and Plastic Alloys with much higher selling price for engine bonnet, oil pump, fuse hose and other higher-end auto engine related applications, high-end appliance components, and circuit boards etc. The Company expects continuing growth opportunities in oversea markets, including the ROK.
 
21


 


 
The following table summarizes the breakdown of revenues by categories in millions of US$: 
 
(in millions, except percentage)
 
Revenues
For the Six -Month Period Ended June 30,
             
   
2015
   
2014
             
   
Amount
   
%
   
Amount
   
%
   
Change in
Amount
   
Change in
%
 
Modified Polyamide 66 (PA66)
   
89.1
     
18.3
%
   
112.0
     
23.0
%
   
(22.9
)
   
(20.4
)%
                                                 
Modified Polyamide 6 (PA6)
   
95.0
     
19.5
%
   
114.4
     
23.5
%
   
(19.4
)
   
(17.0
)%
                                                 
Plastic Alloy
   
191.2
     
39.2
%
   
130.4
     
26.7
%
   
60.8
     
46.6
%
                                                 
Modified Polypropylene (PP)
   
84.1
     
17.3
%
   
104.8
     
21.5
%
   
(20.7
)
   
(19.8
)%
                                                 
Modified Acrylonitrile butadiene styrene (ABS)
   
19.2
     
3.9
%
   
19.2
     
3.9
%
   
0.0
 
   
0.0
%
                                                 
Polyoxymethylenes (POM)
   
1.4
     
0.3
%
   
2.1
     
0.4
%
   
(0.7
)
   
(33.3
)%
                                                 
Polyphenylene Oxide (PPO)
   
6.2
     
1.3
%
   
4.2
     
0.9
%
   
2.0
     
47.6
%
                                                 
Raw Materials
   
1.1
     
0.2
%
   
0.7
     
0.1
%
   
0.4
     
57.1
%
                                                 
Total Revenues
   
487.3
     
100
%
   
487.8
     
100
%
   
(0.5
)
   
(0.1
)%

22

 
 
The following table summarizes the breakdown of metric tons (MT) by product mix:
 
(in MTs, except percentage)
 
Sales Volume
For the Six-Month Period Ended June 30,
         
 
 
2015
   
2014
         
 
 
MT
   
%
   
MT
   
%
   
Change in
MT
   
Change in
%
 
Modified Polyamide 66 (PA66)
   
20,789
     
13.5
%
   
19,719
     
13.1
%
   
1,070
     
5.4
%
 
                                               
Modified Polyamide 6 (PA6)
   
26,380
     
17.1
%
   
22,669
     
15.1
%
   
3,711
     
16.4
%
 
                                               
Plastic Alloy
   
52,500
     
34.0
%
   
45,733
     
30.4
%
   
6,767
     
14.8
%
 
                                               
Modified Polypropylene (PP)
   
44,485
     
28.8
%
   
53,452
     
35.6
%
   
(8,967
)
   
(16.8
)%
 
                                               
Modified Acrylonitrile butadiene styrene (ABS)
   
7,491
     
4.9
%
   
7,086
     
4.7
%
   
405
     
5.7
%
 
                                               
Polyoxymethylenes (POM)
   
408
     
0.3
%
   
600
     
0.4
%
   
(192
)
   
(32.0
)%
 
                                               
Polyphenylene Oxide (PPO)
   
849
     
0.6
%
   
570
     
0.4
%
   
279
     
48.9
%
 
                                               
Raw Materials
   
1,285
     
0.8
%
   
399
     
0.3
%
   
886
     
222.1
%
Total Sales Volume
   
154,187
     
100
%
   
150,228
     
100
%
   
3,959
     
2.6
%

The Company continued to shift production mix from traditional Modified Polypropylene (PP) to higher-end products such as PA6 and Plastic Alloy, primarily due to (i) greater growth potential of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand as a result of promotion by the Chinese government for clean energy vehicles and (iii) better quality from and consumer recognition of higher-end cars made by automotive manufacturers from Chinese and Germany joint ventures, and U.S. and Japanese joint ventures, which manufacturers tend to use more and higher-end modified plastics in quantity per vehicle in China. In addition, the Company sold primarily higher-end PA66 and Plastic Alloy to the recently developed customer in the Republic of Korea.
 
Gross Profit and Gross Profit Margin
 
 
Six-Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
 
%
 
Gross Profit
 
$
100.1
 
 
$
98.9
 
 
$
1.2
     
 
 
1.2
%
Gross Profit Margin
 
 
20.5
%
 
 
20.3
%
 
 
 
 
 
 
0.2
%
 
Gross profit was US$100.1 million for the six months ended June 30, 2015 compared to US$98.9 million in the same period of 2014, representing an increase of 1.2%. Our gross margin increased to 20.5% during the six months ended June 30, 2015 from 20.3% during the same period of 2014, primarily due to higher-end product sales accounting for 78.8%   of our total revenues for the six months ended June 30, 2015 as compared to 74.5% of that of the prior year. 

General and Administrative Expenses

 
Six-Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
  
%
 
General and Administrative Expenses
 
$
11.6
 
 
$
8.3
 
 
$
3.3
    
 
 
39.8
%
as a percentage of revenues
 
 
2.4
%
 
1.7
%
 
 
 
 
 
 
0.7
%

General and administrative (G&A) expenses were US$11.6 million for the six months ended June 30, 2015 compared to US$8.3 million in the same period in 2014, representing an increase of 39.8%, or US$3.3 million. This increase is primarily due to the increase of (i) US$0.9 million of stamp duties in connection with our business expansion; (ii) US$ 0.7 million expenses incurred for the opening of temporary exhibition centre in Sichuan; (iii) US$ 0.5 million of salary and welfare due to the increase in the number of management staff; (iv) US$0.8 million of other miscellaneous expenses.
 
23

 

 
Research and Development Expenses

 
Six-Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
 
%
 
Research and Development Expenses
 
$
12.5
 
 
$
22.0
 
 
$
(9.5
 
 
(43.2
)%
as a percentage of revenues
 
 
2.6
%
 
 
4.5
%
 
 
 
 
 
 
(1.9)
%

Research and development (R&D) expenses were US$12.5 million for the six months ended June 30, 2015 compared with US$22.0 million during the same period in 2014, an decrease of US$9.5 million, or 43.2%, reflecting the Company's efforts to adjust research and development activities on new products primarily for industrialized applications from automotive to other advanced fields such as ships, airplanes, high-speed rail, 3D printing materials, biodegradable plastics, and medical devices, etc.  

As of June 30, 2015, the number of ongoing research and development projects is 144. We expect to complete and commence to realize economic benefits on approximately 25% of the projects in the near term. The remaining projects are expected to be carried out for a longer period. The majority of the projects are in the field of modified plastics in automotive applications and the rest are in advanced fields such as ships, airplanes, high-speed rail, medical devices, etc.
 
Operating Income

Total operating income was US$75.3 million for the six months ended June 30, 2015 compared to US$68.3 million in the same period of 2014, representing an increase of 10.2% or US$7.0 million. This increase is primarily due to higher gross profit, reduced R&D expenses, partially offset by higher G&A expenses.
 
Interest Income (Expenses)
 
 
 
Six-Month Period Ended June 30,
   
Change
 
(in millions, except percentage)
 
2015
   
2014
   
Amount
   
%
 
Interest Income
 
$
4.9
   
$
6.5
   
$
(1.6
)
   
(24.6
)%
Interest Expenses
   
(21.7
)
   
(20.2
)
   
(1.5
)
   
7.4
%
Net Interest Expenses
 
$
(16.8
)
 
$
(13.7
)
 
$
(3.1
)
   
22.6
%
as a percentage of revenues
   
(3.4
)%
   
(2.9
)%
           
(0.5
)%

Net interest expense was US$16.8 million for the six-month period ended June 30, 2015, compared to net interest expense of US$13.7 million in the same period of 2014, primarily due to (i) the decrease of average deposit balance in amount of US$330.9 million for the six months ended June 30, 2015 compared to US$421.6 million for the same period in prior year, leading to the decrease of interest income; (ii) the increase of interest expense was due to the increase of average short-term and long-term loan balance in amount of US$ 397.1 million for the six months ended June 30, 2015 compared to US$348.2 million for the same period in 2014, and partially offset by the decrease average interest rate of 5.55% for the six months ended June 30, 2015 compared to 5.81% of the same period in 2014.  
  
 
24

 
 

Income Taxes
 
 
Six Month Period Ended June 30,
 
Change
 
(in millions, except percentage)
2015
 
2014
 
Amount
%
 
Income before Income Taxes
$
 
59.4
 
 
$
53.8
 
$
5.6
10.4
%
Income Tax Expense
 
 
(8.5
)
 
 
(12.0
)
 
3.5
(29.2
)%
Effective income tax rate
 
 
14.3
%
 
 
22.3
%
 
 
(8.0
)%

The effective income tax rate for the six-month period ended June 30, 2015 and 2014 ware 14.3% and 22.3%, respectively, which differ from the PRC statutory income tax rate of 25%.  The decrease was primarily due to exemption of income taxes for the income earned by AL Composites, as well as increased profit before income taxes generated in Dubai, UAE  and Sichuan Xinda Group's R&D expense bonus tax deduction during the six-month ended June 30, 2015. Profit before income taxes from overseas market constitutes 59.0% and 24.1% of total profit before income taxes of the Company for the six-month ended June 30, 2015 and 2014, respectively. The decrease in effective income tax rate was partially offsetting by effect of tax rate differential on entities not subject to PRC income tax, effect of non-deductible expenses and increase of valuation allowances against deferred income tax assets of certain subsidiaries, which were at cumulative loss position.
 
Net Income

As a result of the above factors, we had a net income of US$50.9 million for the six months ended June 30, 2015 compared to net income of US$41.8 million in the same period of 2014.
 
Selected Balance Sheet Data as of June 30, 2015 and December 31, 2014:
   
June 30,
   
December 31,
   
Change
 
( in millions, except percentage)
 
2015
   
2014
   
Amount
   
%
 
Cash and cash equivalents
   
52.7
     
45.5
     
7.2
     
15.8
%
Restricted cash
   
43.6
     
12.5
     
31.1
     
248.8
%
Time deposits
   
231.8
     
238.5
     
(6.7
)
   
(2.8
)%
Accounts receivable, net of allowance for doubtful accounts
   
211.8
     
204.0
     
7.8
     
3.8
%
Inventories
   
287.1
     
249.8
     
37.3
     
14.9
%
Property, plant and equipment, net
   
315.0
     
318.3
     
(3.3
)
   
(1.0
)%
Land use rights, net
   
18.7
     
11.9
     
6.8
     
57.1
%
Prepayments to equipment and construction suppliers
   
294.4
     
182.2
     
112.2
     
61.6
%
Other non-current assets
   
40.9
     
25.5
     
15.4
     
60.4
%
Total assets
   
1,505.4
     
1,299.7
     
205.7
     
15.8
%
Short-term  bank loans, including current portion of long-term bank loans
   
217.5
     
99.7
     
117.8
     
118.2
%
Bills payable
   
50.6
     
43.4
     
7.2
     
16.6
%
Accounts payable
   
191.0
     
152.1
     
38.9
     
25.6
%
Income taxes payable, including noncurrent portion
   
23.3
     
17.3
     
6.0
     
34.7
%
Accrued expenses and other current liabilities
   
25.5
     
24.5
     
1.0
     
4.1
%
Long-term bank loans, excluding current portion
   
130.4
     
174.3
     
(43.9
)
   
(25.2
)%
Notes payable
   
148.8
     
148.6
     
0.2
     
0.1
%
Deferred income
   
29.0
     
-
     
29.0
     
N/
Redeemable Series D convertible preferred stock
   
97.6
     
97.6
     
-
     
N/
Stockholders' equity
   
575.9
     
525.3
     
50.6
     
9.6
%
 

Our financial condition continued to improve as measured by an increase of 9.6% in stockholders' equity as of June 30, 2015 as compared to that of December 31, 2014. Cash and cash equivalents, restricted cash and time deposits increased by 10.7% or US$ 31.6 million due to the increase of cashflow provided by operating activities and aggregate short-term and long-term bank loans of US$73.9 million, to meet the need in the capital expenditures, partially offset by the increase of prepayments to long-term equipment and construction suppliers. Inventories increased by 14.9% due to the need to ship products to customers in farther locations, such as, southwest China, South China, Central China and ROK and the lower purchase price of the raw materials resulting from the decreased crude oil price following the end of 2014. Prepayment to equipment and construction suppliers increased by 61.6% was due to the advance for equipment to be used in Dubai, UAE and Southwest China facilities. Other non-current assets and deferred income increase was due to US$29.0 million (RMB180 million) government grant from authorities in Sichuan Province for the construction of our 4th production base in Sichuan Province The aggregate short-term and long-term bank loans and notes payable increased by 17.5% due to the overall consideration of existing lines of credit utilization and maintaining a manageable debt level. We defined the manageable debt level as the sum of aggregate short-term and long-term loans, and notes payable over the total assets. Accounts payable and bills payable increased by 23.6% as a result of more purchases made by the Company because of the lower purchase price of the raw materials and the Company's strategy to stock up the inventory.  As of June 30, 2015, notes payable was US$148.8 million relating to the 11.75% guaranteed senior notes due in 2019, net of discount.

 
25

 
LIQUIDITY AND CAPITAL RESOURCES

Historically, our primary uses of cash have been to finance working capital needs and capital expenditures for new production lines. We have financed these requirements primarily from cash generated from operations, bank borrowings and the issuance of our convertible preferred stocks and debt financings. As of June 30, 2015 and December 31, 2014, we had US$52.7 million and US$45.5 million, respectively, in cash and cash equivalents, which were primarily deposited with banks in China (including Hong Kong and Macau). As of June 30, 2015, we had US$217.5 million short-term bank loans (including the current portion of long-term bank loans), including US$70.8 million unsecured loan, US$27.4 million loans secured by a third party affiliated with Shunqing government, US$35.6 million loans secured by restricted cash, and US$83.7 million long-term bank loans that due in one year. We also had US$130.4 million long-term bank loans (excluding the current portion), including US$76.2 million loans secured by long-term deposits and US$54.2 million unsecured loan. Short-term and long-term bank loans in total bear a weighted average interest rate of 5.55% per annum and do not contain any renewal terms. We have historically been able to make repayments when due.  In addition, the Company has US$148.8 million of 11.75% guaranteed senior notes due in 2019.

A summary of lines of credit for the three-month period ended June 30, 2015 and the remaining lines of credit as of June 30, 2015 are below: 

(in millions)
June 30, 2015
 
 
Lines of Credit, Obtained
   
Remaining Available
 
Names of Financial Institution
Date of Approval
 
RMB
   
USD
   
USD
 
Bank of Communications
December 09, 2014
   
103.0
     
16.6
     
0.2
 
Bank of Longjiang, Heilongjiang
June 29, 2015
   
250.0
     
40.2
     
40.2
 
Bank of China
April 28, 2015
   
1,161.4
     
186.9
     
96.6
 
HSBC
September 2, 2014
   
279.6
     
45.0
     
16.4
 
Agriculture Bank of China
June27, 2015
   
160.0
     
25.8
     
16.1
 
China Construction Bank
December 25, 2013
   
300.0
     
48.3
     
24.1
 
Societe Generale(China)Limited
August 1, 2014
   
150.0
     
24.1
     
3.2
 
Subtotal (credit term<=1year)
     
2,404.0
     
386.9
     
196.8
 
Bank of China
April 28, 2015
   
557.5
     
89.7
     
13.6
 
Bank of Communications
December 09, 2014
   
197.0
     
31.7
     
-
 
Bank of Longjiang, Heilongjiang
June 29, 2015
   
50.0
     
8.0
     
8.0
 
Agriculture Bank of China
June 27, 2015
   
140.0
     
22.5
     
-
 
Subtotal (credit term>1year)
     
944.5
     
151.9
     
21.6
 
Total
 
   
3,348.5
     
538.8
     
218.4
 
 
As of June 30, 2015, we have contractual obligations to pay (i) lease commitments in the amount of US$4.9 million, including US$1.2 million due in one year; (ii) equipment acquisition in the amount of US$274.7 million and facility construction in the amount of US$36.7 million; (iii) long-term bank loan in the amount of US$224.4 million (including principals and interests), and (iv) notes payable in the amount of US$220.5 million (including principals and interests).

We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows and bank borrowings. 

We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.

The following table sets forth a summary of our cash flows for the periods indicated.
 
   
Six-Month Period Ended June 30,
 
(in millions US$)
 
2015
   
2014
 
Net cash provided by operating activities
   
71.7
     
61.3
 
Net cash used in investing activities
   
(120.1
)
   
(188.6
)
Net cash provided by financing activities
   
55.5
     
166.8
 
Effect of foreign currency exchange rate changes on cash and cash equivalents
   
0.1
     
(2.2
)
Net increase in cash and cash equivalents
   
7.2
     
37.3
 
Cash and cash equivalents at the beginning of period
   
45.5
     
95.5
 
Cash and cash equivalents at the end of period
   
52.7
     
132.8
 

 
26


 
Operating Activities
 
Net cash provided by operating activities increased to US$71.7 million for the six-month period ended June 30, 2015 from net cash provided by operating activities of US$61.3 million for the six-month period ended June 30, 2014, primarily due to (i) the decrease of approximately  US$99.7 million in cash operating payments, including raw material purchases, rental and personnel costs for the six-month period ended June 30, 2015,  (ii) the decrease of US$19.3 million in income tax payments, (iii) the increase of approximately US$1.6 million cash inflow due to the forward contract settlement, partially offset by(iv) the decrease of approximately US$90.1 million in cash collection from our customers (v) the decrease of approximately US$11.7 million restricted cash, (vi) the increase of net interest payments of US$7.9 million for the six-month period ended June 30, 2015.

Investing Activities

Net cash used in the investing activities was US$120.1 million for the six-month period ended June 30, 2015 as compared to US$188.6 million for the same period of last year, mainly due to (i) the decrease of US$131.0 million purchase of time deposits, partially offset by (ii) the decrease of US$22.5 million proceeds from maturity of time deposits, (iii) the increase of US$33.1 million purchase of property, plant and equipment, and (iv) the increase of US$6.9 million acquisition of land use right for the six-month period ended June 30, 2015.

Financing Activities

Net cash provided by the financing activities was US$55.5 million for the six-month period ended June 30, 2015, as compared to US$166.8 million for the same period of last year, primarily as a result of (i) US$148.4 million proceeds from Senior notes issued during the period ended June 30, 2014, (ii) the decrease of US$98.7 million borrowings of bank loans,  (iii) the increase of US$9.1 million of placement of restricted cash as collateral for bank borrowings, (iv) the decrease of US$3.2 million of release of restricted cash for the six-month period ended June 30, 2015, partially offset by (v) the decrease of US$144.8 million repayments of bank borrowings, and (vi) US$4.0 million issuance costs paid for the issuance of Senior notes in 2014.

As of June 30, 2015, our cash and cash equivalents balance was US$52.7 million, compared to US$45.5 million at December 31, 2014.

Days Sales Outstanding ("DSO") remained stable as 76 days for the six-month period ended June 30, 2015 compared with 77 days for the year ended December 31, 2014. DSO in the PRC was shorter than the overall level, which was negatively affected by longer DSO overseas because of prolonged cash collection from the customer in the ROK. As of June 30, 2015, the overdue amount of the accounts receivable from the ROK customer aging between one and three months was US$33,267,498.  Even though the ROK customer was late in repayment of the balances, it continued to pay back significant amounts of cash during the second quarter of 2015.  Management has negotiated with the ROK customer on the timely settlement of overdue amounts and concluded that the overdue amount will be collected before the end of September, based on the overall evaluation of current market conditions, current receivable aging, current payment patterns, as well as the ROK customer's repayment plan. Our overall DSO is still well below industry average Industry Standard Customer and Supplier Payment Terms (days) as below:
 
 
  Six-month period ended June 30, 2015 
 Year ended December 31, 2014
Customer Payment Term 
 Payment in advance/up to 90 days  
 Payment in advance/up to 90 days
Supplier Payment Term
 Payment in advance/up to 60 days
 Payment in advance/up to 60 days
 
Inventory turnover days has increased from 80 days for the year ended December 31, 2014 to 125 days for the six-month period ended June 30, 2015 due to inventory of raw materials buildup in anticipation of increasing demand from our customers, especially those located in longer distance in the following quarters.

Based on past performance and current expectations, we believe our cash and cash equivalents provided by operating activities and financing activities will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations for at least the next 12 months.
 
The majority of the Company's revenues and expenses were denominated primarily in Renminbi ("RMB"), the currency of the People's Republic of China. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable.  Inflation has not had a material impact on the Company's business.
 
 
27


 
COMMITMENTS AND CONTINGENCIES

Contractual Obligations

Our contractual obligations as of June 30, 2015 are as follows:
Contractual obligations
 
Total
   
Payment due
less than 1 year
   
1 – 3 years
   
3-5 years
   
More than 5
years
 
Lease commitments
   
4,867,577
     
1,201,694
     
1,959,322
     
615,521
     
1,091,040
 
Purchase of land use rights, plant equipment, and construction in progress (3)(4)(5)
   
311,376,103
     
310,641,542
     
734,561
     
-
     
-
 
Long-term bank loans (1)
   
224,439,536
     
90,775,764
     
133,663,772
     
-
     
-
 
Notes payable (2)
   
220,500,000
     
17,625,000
     
35,250,000
     
167,625,000
     
-
 
Total
   
761,183,216
     
420,244,000
     
171,607,655
     
168,240,521
     
1,091,040
 

 
(1)  Includes interest of US$10.3 million accrued at the interest rate under the loan agreements. For borrowings with a floating rate, the most recent rate as of June 30, 2015 was applied.

(2)  On February 4, 2014, Favor Sea Limited, a wholly owned subsidiary of the Company, issued US$150,000,000 aggregate principal amount of 11.75% Guaranteed Senior Notes due 2019 with issuance price of 99.080% (the "Notes"). The Notes bear interest at a rate of 11.75% per annum, payable on February 4 and August 4 of each year, commencing August 4, 2014. The Notes will mature on February 4, 2019.
 
(3)   On March 8, 2013, Xinda Holding (HK) entered into an investment agreement with Shunqing Government, pursuant to which Xinda Holding (HK) will invest RMB1.8 billion (equivalent to US$289.7 million) in property, plant and equipment and approximately RMB0.6 billion (equivalent to US$96.6 million) in working capital, for the construction of Sichuan plant.  As of June 30, 2015, the Company has a remaining commitment of RMB215.3 million (equivalent to US$34.6 million) mainly for facility construction, and RMB343.8 million (equivalent to US$55.3 million) for the acquisition of equipments.

(4)    On January 5, 2015, AL Composites entered into an equipment purchase contract with Peaceful Treasure Limited ("Peaceful") for a total consideration of US$271.2 million to purchase certain production and testing equipment.  As of June 30, 2015, the Company has a commitment of US$205.6 million for the remaining equipment acquisition. On January 25, 2015, AL Composites entered into a facility purchase contract with Zettachem International Limited for a total consideration of AED12.5 million (equivalent to US$3.4 million). As of June 30, 2015, the Company has a remaining commitment of US$0.3 million.

(5)   Xinda Group equipment
 
During the six-month period ended June 31, 2015, Xinda Group entered into a series of equipment purchase contracts with Harbin Jiamu Import & Export Trading Co., Ltd ("Jiamu") for a total consideration of RMB93.2 million (equivalent to US$15.0 million). As of June 30, 2015, the Company has a commitment of RMB85.2 million (equivalent to US$13.7 million) for the remaining equipment acquisition.
 
Legal Proceedings

The Company and certain of its officers and directors have been named as defendants in two putative securities class action lawsuits filed in the United States District Court for the Southern District of New York.  These actions, which allege violations of Section 10(b) and Section 20(a) of the United States securities laws, were filed on July 15, 2014 and July 16, 2014 and are captioned Yang v. Han, et al., No. 14-cv-5308 (GBD) and Tompkins v. China XD Plastics Company Ltd., et al., No. 14-cv-5359 (GBD), respectively.  On November 21, 2014, the Court consolidated the actions and appointed lead plaintiffs.  On February 17, 2015, the lead plaintiffs filed a Consolidated Class Action Complaint on behalf of a class of all persons other than the defendants who purchased the common stock of China XD Plastics Company Limited between March 25, 2014 and July 10, 2014, inclusive.  Specifically, the lead plaintiffs allege that the Company and two of its officers made false or misleading statements and/or omitted material facts in the Company's Form 10-K for the year ended December 31, 2013 and the Company's Form 10-Q for the first quarter ended March 31, 2014. They also assert that the individual defendants are liable because they allegedly controlled the Company during the time the allegedly false and misleading statements and omissions were made.  The lead plaintiffs seek damages in unspecified amounts.

On April 3, 2015, the Company moved to dismiss the consolidated actions in their entirety.  The hearing on the Company's motion to dismiss is scheduled to be heard by the Court on October 22, 2015. Management continues to believe that the lawsuits are without merit and intends to vigorously defend against them.
 
Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet transactions.
 
 
28

 
Item 3. Quantitative and Qualitative Disclosures about Market Risks
 
Interest Rate Risk
 
We are exposed to interest rate risk primarily with respect to our short-term loans, long-term bank loans, notes payable, cash and cash equivalents, restricted cash and time deposits. Although the interest rates, which are based on the banks' prime rates are fixed for the terms of the loans and deposits, increase in interest rates will increase our interest expense.
 
A hypothetical 1.0% increase in the annual interest rate for all of our credit facilities under which we had outstanding borrowings as of June 30, 2015 would decrease income before income taxes by approximately US$3.5 million for the six months ended June 30, 2015. Management monitors the banks' prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk.
 
Foreign Currency Exchange Rates
 
All of our revenues from China are collected in RMB and our overseas revenues are collected in U.S. dollars, and substantially all of our expenses are paid in RMB.  We face foreign currency rate translation risks when our results are translated to U.S. dollars.
 
The RMB was relatively stable against the U.S. dollar at approximately 8.28 RMB to the US$1.00 until July 21, 2005 when the Chinese currency regime was altered resulting in a 2.1% revaluation versus the U.S. dollar. From July 21, 2005 to June 30, 2010, the RMB exchange rate was no longer linked to the U.S. dollar but rather to a basket of currencies with a 0.3% margin of fluctuation resulting in further appreciation of the RMB against the U.S. dollar. Since June 30, 2009, the exchange rate had remained stable at 6.8307 RMB to 1.00 U.S. dollar until June 30, 2010 when the People's Bank of China allowed a further appreciation of the RMB by 0.43% to 6.798 RMB to 1.00 U.S. dollar. On June 30, 2015, the RMB traded at 6.2128 RMB to 1.00 U.S. dollar.

There remains international pressure on the Chinese government to adopt an even more flexible currency policy and the exchange rate of RMB is subject to changes in China's government policies which are, to a large extent, dependent on the economic and political development both internationally and locally and the demand and supply of RMB in the domestic market. There can be no assurance that such exchange rate will continue to remain stable in the future amongst the volatility of currencies, globalization and the unstable economies in recent years. Since (i) our revenues and net income of our PRC operating entities are denominated in RMB, and (ii) the payment of dividends, if any, will be in U.S. dollars, any decrease in the value of RMB against U.S. dollars would adversely affect the value of the shares and dividends payable to shareholders, in U.S. dollars.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures
 
The Company's management has evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)), as of the end of the period covered by this report. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective because of material weakness in our internal control over financial reporting as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
 
Notwithstanding management's assessment that our internal control over financial reporting was ineffective as of December 31, 2014 due to one material weakness as identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, we believe that our unaudited condensed consolidated financial statements included in this Quarterly Report present fairly our financial position, results of operations and cash flows for the six  months ended June 30, 2015 in all material respects.
 
(b) Changes in internal controls.
 
During the six-months ended June 30, 2015, our efforts to improve our internal controls over financial reporting include (1) external training of U.S. GAAP and SEC reporting by qualified entities to our accounting staff, (2) recruiting qualified accounting staff in AL Composites with requisite expertise and knowledge to help improve our internal control procedures, (3) adopting internal policies and approval and supervision procedures governing financial reporting, (4) adopting procedures to evaluate and assess performance of directors, officers and employees of the Company, (5) internal meetings, discussions, trainings and seminars periodically to review and improve our internal control procedures. We plan to improve on the above-referenced weakness by the end of the fiscal year ending December 31, 2015.




 
29

 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
The Company and certain of its officers and directors have been named as defendants in two putative securities class action lawsuits filed in the United States District Court for the Southern District of New York.  These actions, which allege violations of Section 10(b) and Section 20(a) of the United States securities laws, were filed on July 15, 2014 and July 16, 2014 and are captioned Yang v. Han, et al., No. 14-cv-5308 (GBD) and Tompkins v. China XD Plastics Company Ltd., et al., No. 14-cv-5359 (GBD), respectively.  On November 21, 2014, the Court consolidated the actions and appointed lead plaintiffs.  On February 17, 2015, the lead plaintiffs filed a Consolidated Class Action Complaint on behalf of a class of all persons other than the defendants who purchased the common stock of China XD Plastics Company Limited between March 25, 2014 and July 10, 2014, inclusive.  Specifically, the lead plaintiffs allege that the Company and two of its officers made false or misleading statements and/or omitted material facts in the Company's Form 10-K for the year ended December 31, 2013 and the Company's Form 10-Q for the first quarter ended March 31, 2014. They also assert that the individual defendants are liable because they allegedly controlled the Company during the time the allegedly false and misleading statements and omissions were made.  The lead plaintiffs seek damages in unspecified amounts.

On April 3, 2015, the Company moved to dismiss the consolidated actions in their entirety.  The hearing on the Company's motion to dismiss is scheduled to be heard by the Court on October 22, 2015. Management continues to believe that the lawsuits are without merit and intends to vigorously defend against them.

Item 1A. Risk Factors
 
During the three months ended June 30, 2015, there have been no material changes to the Risk Factors disclosed in "Part I. Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.  We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth in our Annual Report on Form 10-K may cause our actual results, performances and achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occurs, our business, financial condition or results of operations may be adversely affected.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5.  Exhibits

Exhibit
No.
  
Document Description
 
 
 
10.1
English translation of the Equity Transfer and Merger Agreement entered into by Xinda (Heilongjiang) Investment Co., Ltd., Sichuan Xinda Group and Nanchong Xinda Composite Material Co., Ltd. on March 6, 2015.
31.1
 
Certification of the Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Chief Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2
 
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101
 
Interactive Data Files Pursuant to Rule 405 of Regulation S-T.
 

30

  
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
China XD Plastics Company Limited
 
 
 
Date: August 6, 2015
By:  
 /s/ Jie Han
 
Name: Jie Han
 
Title: Chief Executive Officer
(Principal Executive Officer)

 
 
 
Date: August 6, 2015
By:  
 /s/ Taylor Zhang
 
Name: Taylor Zhang
 
Title: Chief Financial Officer
 
 
 
 
31

 
 
Exhibit Index
 

Exhibit
No.
  
Document Description
 
 
 
10.1
English translation of the Equity Transfer and Merger Agreement entered into by Xinda (Heilongjiang) Investment Co., Ltd., Sichuan Xinda Group and Nanchong Xinda Composite Material Co., Ltd. on March 6, 2015.
31.1
 
Certification of the Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of the Chief Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2
 
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101
 
Interactive Data Files Pursuant to Rule 405 of Regulation S-T.
 

 
32

 
Exhibit 10.1
 
Equity Transfer and Merger Agreement 1

    THIS EQUITY TRANSFER AND MERGER AGREEMENT (this " Agreement ") is made and entered into on March 6, 2015 in Harbin City, Heilongjiang Province, People's Republic of China by and among:

Party A: Transferor
 
Xinda (Heilongjiang) Investment Co., Ltd. ("Heilongjiang Xinda")
Address 3-302, No. 174 Mingyue Street, Songbei District, Building 15, Chuangxin Chuangye Square, Keji Chuangxincheng, Gaoxin District, Harbin

Party B:Transferee
 
Sichuan Xinda Group ("Sichuan Xinda")
Address Yinghua Industrial Park, Shunqing District, Nanchong City, Sichuan Province

Party C:Target Company
 
Nanchong Xinda Composite Material Co., Ltd. ("Nanchong Xinda")
Address Yinghua Industrial Park, Shunqing District, Nanchong City, Sichuan Province

Whereas:
 
In the process of investing in and establishing a production base with 300,000 metric tons of annual production capacity of new plastic materials, because the self-raised fund was spent up and the fund for the project land purchase and construction could not be in place within a short period, Sichuan Xinda Group newly set up Nanchong Xinda in Shunqin district, wholly controlled by foreign investors by introducing foreign investment upon the government's approval. Nanchong Xinda completed the purchase of and the construction on the land, while Sichuan Xinda completed the investment on equipment purchase. Such arrangement separated a single integrated project invested and constructed by Sichuan Xinda into two pieces constructed by two independent legal entities.
 
Now Sichuan Xinda possesses the capability of completing the construction on its own. The foreign investor agreed to transfer 100% of its stocks and exit. Sichuan Xinda acquired 100% of Nanchong Xinda's stock by its self-raised fund and continued the production of 300,000 metric tons new plastic materials and the construction on the project land to finish the project as a whole.
_______________________
 
1    The English translation of this Agreement is for reference only.
 
 
1

 

 
1.              Nanchong Xinda is a duly registered and validly existing limited liability company in Nanchong city (the "Target Company"). It has a registered capital of US$99.99 million and its scope of business includes Polymer plastic materials production, sales and technology transfer, transfer, software development and technical services, business management services (excluding national special approval item above item): (with the exception of goods the state to limit or prohibit the import and export) of chemical products import and export trade
 
2. Heilongjiang Xinda is the shareholder of the Target Company, legally owning 100% of Target Company's stocks and all equity rights and interests ("Stock Transfer").
 
3. Pursuant to the terms herein, the Transferor agreed to transfer its stocks to the Transferee in consideration of US$99.99 million.
 
4. The Transferor is a legal entity so that the Transferor should present the shareholder resolution approving such stock transfer and letters of authorization of any agents to the Transferee. The authorizations of agents are as follow:
   The Transferor Heilongjiang Xinda authorizes its legal representative Qingwei MA to sign on all legal documentation of the stock transfer herein. MA's signature is equally effective as Heilongjiang Xinda's corporate seal unless Heilongjiang Xinda issues a written notice withdrawing such authority of Qingwei MA;

The Transferee Sichuan Xinda authorizes its legal representative Kenan GONG to sign on all legal documentation of the stock transfer herein. GONG's signature is equally effective as Sichuan Xinda's corporate seal unless Sichuan Xinda issues a written notice withdrawing such authority of Kenan GONG;

    THEREFORE, the Parties hereby agreed as follows after amicable negotiations: 
ARTICLE 1 DEFINITIONS
The following terms shall have definitions as follows unless they are defined otherwise herein:
 
1.1 "Target Company" refers to Nanchong Xinda;
 
1.2 "Transfer Price" refers to the consideration for all the stocks and equity rights paid by the Transferee;
 
 
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1.3 "Clsoing" refers to the act of stock transfer from the Transferor to the Transferee pursuant to this Agreement;
 
1.4 "Closing Date" refers to the date on which the Target Company completes formalities for equity change with Industrial and Commercial Administration Bureau of its authorized subdivision pursuant to this Agreement;
 
1.5 "Related Parties" means to anyone, (1) the person directly or indirectly controlling, controlled by that person or a third party natural person or legal entity jointly controlled by the person; (2) the person's directors, senior management personnel; (3) the person's directors, senior management control of other persons. (If any of those who hold, directly or indirectly, a party of more than 50% of the voting equity / copies or economic interests, or the right to appoint the majority of board members of the person, this person shall be deemed to have control over the people)
 
1.6 "Registration" refers to the act Transferor changes the name of the underlying asset to the Transferee's;
 
1.7 "Profit" refers to cash received from operation-unpaid personal tax- remaining cash from unpaid employee warfare;
 
1.8 "Interim Period"   refers to the self-audit period between the valuation date and the closing date;
 
1.9 "Confidential Information"   refers to the recipient arising from the performance of the contract from the provider to obtain, understand or come into contact with any of the providers have important economic and commercial value of the data and information, but does not include the ability to open channels of contact or from the information obtained and information;
 
1.10 "Executives" refers to the level of the Target Company's general manager, employee;
 
1.11 "Agreement" means the Stock Transfer Agreement entered on March 6, 2015 by and among the Transferor and the Transferee.
ARTICLE 2 SALE AND PURCHASE
2.1 Pursuant to the terms of this Agreement, and subject to the conditions of this Agreement, the Transferor agrees to transfer the stocks to the Transferee; the Transferee agrees to purchase 100% stocks in the target company the Transferor legally held.
 
2.2  The Transferor will no longer hold any equity in the Target Company after the Stock Transfer is completed under this Agreement.
 
3

 
 
2.3 Stock Transfer includes the transfer of ownership of such shares corresponding to all the equity rights and interests, and shall not contain any lien, pledge rights, security interests, options, claims or rights of third parties of any nature.
 
ARTICLE 3 CONSIDERATIONS AND PAYMENT

3.1 The parties agree, based on the terms of this Agreement, as to the consideration of the Stock Transfer, subject to the provisions of Article 3.2, the Transferee shall pay the Transferee a total of US$ 99.99 million.
 
3.2 The parties agree, the transfer price shall be paid in the following manner:
 
3.2.1 90 working days from the date of the contract, to pay US$ 99.99 million to the Transferor's designated bank account.
 
3.3 the Transferor shall provide voucher within 3 days upon receipt of US$99.99 million.
ARTICLE 4 REPRESENTATION AND WARRANTIES OF THE TRANSFEROR
The Transferor to the Transferee are hereby jointly and severally to make the following irrevocable representations and warranties regarding the target company and other parties by the date of closing, including but not limited to, all events occurred before delivery, or events after delivery but such events should be all or partly attributable to the situation prior to the delivery date of such events, and to confirm such representations and warranties are true and accurate, exhaustive and not misleading. The Transferor hereby confirm the signing of this contract is based on the trust of the following representations and warranties.
 
4.1 General
 
4.1.1 The Transferor has full and independent legal status and legal capacity to sign, delivery and performance of this contract and all other documents related to the transaction with the contract, the Transferor may stand alone as the main party to the proceedings.
 
4.1.2 The Transferor has the full power and authority to sign and deliver this Agreement and all other documentations relating to this transactions, but not limited to a written statement of a waiver of right of first refusal and the shareholder resolutions approving the transfer of shares under this Agreement, The Transferor has full power and authority to complete this Agreement.
 
4.1.3 The Transferor's signing, delivery and performance of this Agreement has been approved any necessary government
 
4.1.4 The Agreement is duly signed by the Transferor properly delivered. This Agreement, the transactions relating to this contract and all the relevant documents signed by Transferor constitute binding legal obligations and can be enforced against the Transferor in accordance with its terms.
 
 
4

 
 
4.1.5  As to the Transferor's best knowledge, at the time of signing the Agreement, the Transferor was not involved in any litigations, arbitrations or other events which have material adverse effect on completion of the transaction hereunder.
 
4.1.6 The Transferor signs this Agreement and other related documentation and performs the obligation under such agreements. The Transferor will not:
 
(1) Violate any laws, regulations, government regulations and any binding government orders, judgement and arbitral awards on the Transferor or the Target Company;
 
(2) Violate any binding terms of the contracts of the Transferor and the Target Company;
 
(3) Give the rights to terminate, suspend or modify any  contracts of the Transfer and the Target Company;
 
(4) Cause any encumbrance on the stocks in the Target Company;
 
(5) Violate the articles of incorporation and other organization documents of the Target Company.
 
4.2  Ownership of the transfer stocks
 
4.2.1
 
(1) The Transferor is the legal owner of the transfer stocks. The Transferor's stock transfer constitutes all of the stocks of the Target Company. The Transferor is entitled pursuant to this Agreement to transfer all stocks transferred to the Transferee. Such transfer of shares does not require the consent of any third party. Upon the execution of the Agreement, the Transferor shall provide certificates including stock transfer agreement, payment vouchers and other relevant documents that are within a year.
 
(2) Before the execution of the Agreement, the Transferor shall provide certificates including stock transfer agreement, payment vouchers, tax documents and other relevant documents that are within two years.
 
(3)  Before the execution of the Agreement, the Transferor as a legal person shall provide a shareholder resolution approving the Stock Transfer.
 
4.2.2 Regarding the transfer of ownership or of any part, there are no encumbrances, no deposit or to make any agreement to establish the rights of such burdens, arrangement or obligation. After completion of the Stock Transfer under this Agreement, the Transferee will obtain completed
ownership of the transferred stocks without any encumbrance.
 
4.2.3 In addition to this Agreement, there is no other transfer agreements, options arrangements or other arrangements of any of the rights and interests with respect to the transferred stocks.
 
 
5

 
 
4.3  Target Comapany
 
4.3.1 Target is a company legally established under Chinese law and validly existing limited liability company, which has the right, power and authority to hold, lease and operate its properties and conduct business before execution date of this Agreement.
 
4.3.2 In addition to the guarantees the Target Company has disclosed, there is no other guarantees and no violation of Chinese laws, or, in addition to the normal course of business, any loans or guarantees by any unfair or unusual forms, including but not limited to shareholder loans and providing guarantees to shareholder debt.
 
4.3.3 The Target Company holds all the necessary certificates, approvals, licenses and authorizations to carry out its c current and future business, and such certificates, approvals, licenses and authorizations by the Closing Date are fully effective. The Target Company has been completed all such certificates, approvals, licenses and authorizations of the inspection and update, for the delivery by the due date or the need for change of registration certificates, approvals, permits and authorizations, the Target Company has re-submitted or made changes to the registration.
 
4.3.4 Target Company has no other subsidiaries, branch offices or branches; In addition to such already disclosed to the Transferee, the Target Company has not held directly or indirectly controlled equity interests in any other entities.
 
4.3.5 In addition to those already disclosed to the Transferee, there is no others holding stocks or controlling the Target Company.
 
4.3.6 In addition to those already disclosed to the Transferee that the Target Company has been properly completed necessary registration, filing and other procedures with the relevant government departments in accordance with legal requirements, including but not limited to registration or filing with the ministries of the State Council and the local industry departments, industry and commerce registration departments, tax departments.
 
4.4  Accounting and Finance
 
4.4.1 Target Company in accordance with the requirements of Chinese laws and regulations and GAAP accounting, distribution accounts, vouchers and books reservations, issuing and collection of voucher.
 
4.4.2 As of the Transferor provided on February 28, 2015 balance sheet and income statement, and other relevant financial statements of the Target Company's financial statements (see Annex I of this Agreement, hereinafter collectively referred to as "financial statements"), the financial statements were prepared in accordance with applicable laws and regulations and with the requirements of China GAAP;
 
4.5  Disclosure
 
4.5.1 All data and information provided by the Transferor before and after the execution of the Agreement is truthful, accurate, not misleading and no omissions,
 
(1) Closing Date, the Transferor shall provide valid accounting statements or written description of the financial status during the transitional period to the Transferee. If there is a change, the Transferor should ensure that such change does not cause the Transferee any loss; if loss caused to the Transferee, the Transferee is entitled to indemnify from the Transferor.
 
(2) Mutual Consent, the parties agree that tangible and intangible assets subject to the description in Annex II.
 
4.5.2 No undisclosed facts that have an adverse effect on the Target Company.
 
4.6 Debt
 
4.6.1 All the liabilities of the Target Company by the Closing Date are borne entirely by the Transferee.
 
4.6.2 The Target Company's debt situation disclosed by the Transferor to the Transferee is true, accurate, exhaustive and non-misleading. In addition to such already disclosed, the Target Company does not has any other liabilities, including but not limited to, in any contract, agreement or other accounts payables under legal documents.
 
4.7  Rule of Law
 
   The Target Company conducts business in accordance with all Chinese laws and applicable government policies. The Target Company had not been in any breach or violation of Chinese laws and government policies. The Target Company in all aspects of business has always been based on the Target Company's articles of incorporation and business scope specified in the business license.
 
4.8  Litigation
 
4.8.1 There is no following circumstances that may possibly to have a significant adverse effect on the Target Company or the validity and enforceability of the contract, no matter they are completed, pending or possibly about to occur:
 
(1)The government punishment, prohibition or instruction on the Target Company or the Transferor
 
(2) Civil, criminal, administrative litigation, arbitration against the Target Company or the Transferor.
 
4.8.2 Currently the Target Company's directors and senior executives are not involved in any claims, lawsuits, arbitration, judicial investigation or administrative investigation or punishment.
 
 
6

 
4.8.3  Potential litigation before the closing date shall be borne by the Transferor. If thus causing losses to the Target Company or the Transferee, the Transferee shall have the right to recover all losses from the Transferor.
 
4.9  Agreement
 
4.9.1              Target Company did not engage in any breach of contract that could have a significant impact on the Target Company, nor had any tort liability sought by any other third party;
 
4.9.2  All agreements and/or contracts signed by the Target Company are legal, valid and binding on the related parties.
 
4.10              Intellectual Property
 
4.10.1 All the ownership of the Target Company's intellectual property rights are fully disclosed in Annex III, which are all authorized and licensed intellectual property rights. The Target Company's ongoing operations do not infringe the intellectual property rights of any third party, there is no dispute, the claims or any mortgage, pledge or other forms of security or limitations; the target company has not received any restrictions, terminate or otherwise affect the target company continues to own and/or use of administrative investigations related to intellectual property and/or penalty notice, judicial decision or judgment or other similar document from other authorities.
 
4.10.2 The Target Company did not license, transfer or promise to transfer its intellectual property. There is no infringement of intellectual property rights or other similar rights.
 
4.10.3 The target company and its employees have signed the ownership of intellectual property rights legally valid agreement, agreed to intellectual property should belong to the target company, the target company's employees and former employees already in the target company's intellectual property rights are needed there is no right or interest.
 
4.10.4 Transferor commitment target company has no patent has been reached without a patent-pending technology standards, if any, intellectual property and ownership of the technologies are incorporated within the scope of the tender offer.
 
4.11              Target Asset
 
4.11.1 The Target Company has completed, integrated and encumbrance-free ownership. The Target Company has effective, good and restriction-free right to use to its leasing assets.
 
4.11.2 As of equity settlement date, the target company's houses, land, machinery and equipment does not have a mortgage, the rights and the risk of the underlying assets from the delivery date had been transferred from the delivery date the Transferee shall enjoy 100% of the ownership of the underlying asset. Sichuan Xinda acquired 100% of Nanchong Xinda's stock by its self-raised fund and continued the production of 300,000 metric tons new plastic materials and the construction on the project land to finish the project as a whole.
 
 
7

 
4.12 Employee
 
4.12.1 In addition to the information the Transferor has disclosed:
(1) Target companies hire employees to comply with applicable laws and regulations related to labor.
 
(2) There is no existing labor disputes or disputes between the target company and its employees or its previous existing staff employed, nor any potential labor dispute or disputes;
 
4.12.2 After closing, all potential labor disputes arising from reasons occurred before closing, thereby causing losses to the Transferee, the Transferee shall be entitled to recover the Transferor or directly any sum deducted from any batch of payment from article 3.2.

4.13              Related Transaction
 
4.13.1 Transferor commitment target company has been fully disclosed to the Transferee of the target company's transactions with related content, and the target company's transactions with affiliated companies was valid, was allowed all shareholders.
 
4.13.2 Target Company since its establishment, the target company's current and any of its related-party transactions carried out by related parties are fair, the absence of any objective related parties related parties to use its status as the target company in any of unfair or illegal related party transactions.
 
4.13.3 have a direct or indirect interest in the transfer side, any current or senior managers has retired from office target company, any current directors of the target company or retiring directors or officers of the above-mentioned individuals or organizations with the target company any contract between any of the target company are still valid and binding, agreement or other document does not exist.
 
4.14 Taxation
 
4.14.1 In addition to the Transferor Transferee has disclosed the target company in accordance with the requirements of the law and the tax authorities of adequate, timely and full performance reporting taxes, pay taxes and withholding obligations, including, but limited to personal and corporate income tax, sales tax and VAT, and that there are no delays or deductions act or responsibility to pay taxes.
 
4.15 Environmental Protection
 
The target company does not exist any illegal acts of environmental protection, and not subject to any investigation, penalties or other programs Chinese environmental authorities, and that the target company has been in accordance with the environmental protection department and other relevant departments requirements, for integrity of all documents related to environmental protection.
 
 
 
8

 
4.16 Minutes and accounting documents
 
Resolutions, minutes of meetings and / or accounting documents of all meetings of the Board and shareholders of the target company are in accordance with Chinese laws and regulations in an appropriate and consistent manner to update, save and archive; all belonging to the target company and / or the target company should be held or control of relevant documents, records, held or controlled by the target company. The target company's accounting documents, books and statements have been prepared in accordance with Chinese accounting standards common, reflecting the target company's asset position and results of operations in all material respects.
 
4.17 Good Faith
 
4.17.1 Transferor as a delivery target's shareholders recently, for the period until the date of signing of the contract delivery date cannot be made or permitted to make any of the target company might have an adverse effect on the transfer of shares and / or the target company's behavior including but not limited to a waiver of any rights or benefits significant target company or the target company assume responsibility or liability for any material. Unless prior written consent is subjected let Transferor shall do its utmost to encourage the date of signing of this contract during the period until the settlement date of the management of the target company:
 
  (1) normal and customary manner of conducting business, maintain operational excellence;
 
  (2) the signing of any agreements or commitments subject in amounts above 100,000 yuan (RMB one hundred million) shall be filed to the Transferee;
 
  (3) do not sign any agreements or commitments outside the range of normal and customary way of doing business;
 
  (4) does not dispose of or promise to dispose of any significant assets in the equity acquisition target company transfer range;
 
 (5) does not purchase or commitment to purchase any shares in any other target companies, shares or other interests, or the interests of any other organization;
 
 (6) does not borrow any loan or assume any other liabilities (other than already disclosed);
 
 (7) In addition to the required normal and customary business payments, non-payment (or agree to pay) any other non-essential obligations;
 
 
9

 
 (8) does not announce distribution, non-payment or be prepared to pay a dividend or any other distribution of profits.
 
(9) to take all reasonable action to maintain and protect their own or have the right to use property (including but not limited to any intellectual property rights);
 
(10) does not modify any target company's accounting principles or policies;
 
(11) does not modify the target company articles of association;
 
(12) does not provide a guarantee (except for the disclosure of) any third party;
 
(13) is not set on any transfer of ownership of any encumbrances;
 
(14) Disclosure of the fact that no representations, warranties and covenants of any possible violation of the contract occurred during the transition any Transferor informed as soon as possible under the
 
(15) The Transferor and the target company agrees to sign the future shareholders will be held in accordance with the requirements of this contract.
 
4.19 faithful diligence
 
   Without violation of the provisions of Section 4.18 of the Transferor as a delivery target's shareholders recently, in the interim period, it should do its utmost to promote the management of the target company to ensure that after signing the contract:
 
   (1) the target company and the target company Transferee on the transfer of operations to conduct a comprehensive cooperation matters;
 
   Authorized Representative (2) the Transferee may participate fully in the daily management and operations of the Target Company, and for matters have a significant impact on the target company's business, the target company's management or related persons should consult those authorized representative;
 
4.20 Prohibition
 
The Transferor promised by delivery date the Transferor shall not operate with the target company a competitive business.
 
5. Transferee Representations and Warranties

5.1 Transferee's Legal Status and Capability

The Transferee has the full and independent legal status and power to execute, deliver and perform this Agreement, and may be sued as an independent person. The execution, delivery and performance of this Agreement will not contravene any laws, regulations, orders, nor will it cause breach of any contract or agreement to which it is a party.
 
 
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5.2 Legitimacy of Purchase Price

The Transferee warrants the legitimacy of the source of funds used to pay for the Purchase Price under this Agreement and that it is entitled to make payment of the Purchase Price according to terms and conditions herein.

5.3 Timely Payment

The Transferee undertakes to, upon satisfaction of conditions for payment, make timely payment of the Purchase Price according to terms and conditions herein.

6. Conditions Precedent

6.1              Upon satisfaction or waiver of the following conditions, this Agreement shall take effect:
The Transferee has received the shareholders' resolution of the Transferor duly passed pursuant to laws and its Articles, whereby the Transferor agrees to the transactions as contemplated hereunder.

7. Closing

7.1 Upon signing by all parties hereto, this Agreement shall unconditionally (except relevant filings with AIC) and irrevocably come into force.

7.2 After this Agreement has come into force, parties shall do all acts and execute all documents (including Schedule 5) in order to complete the share transfer and other transactions contemplated hereunder.

7.3 After this Agreement has come into force, this Agreement and the share transfer as contemplated hereunder shall be filed with AIC ("Filing"), the notification of which shall not affect any undertakings, representations and warranties made by the Transferor under this Agreement. The Transferor shall do all acts to ensure the share transfer be filed with AIC. Parties shall use their best efforts to submit the application by April 25, 2015 for the Filing. The transfer of assets shall take place upon receipt by parties of the business license duly updated and the resignation of legal representative of the Target Company.

7.4 Within 3 business days after all conditions for transfer of assets are satisfied or waived in writing by the Transferee, the closing shall take place at the office of the Target Company and parties shall deliver assets according to the list of assets as attached hereto and make necessary arrangements satisfactory to the Transferee with respect to contracts outstanding as of the closing date.

Between the date hereof and the closing date, the Transferee and the Target Company shall review and evaluate all employees in order to determine whether their employment will continue depending on the commercial circumstances and the employees' capability. Within 3 days after the date hereof, the Transferor shall provide a list of employees attached hereto as Schedule 4 and the Transferee shall within 5 days thereafter notify the Transferor as to its decision to retain any employees. For employees retained by the Transferee, with assistance of the Transferor, the terms of such employees' existing contracts shall remain unchanged unless otherwise agreed by them. For employees not retained by the Transferee, the Target Company shall terminate the employment of such employees and the Transferor shall undertake that such employees release the Target Company for any and all rights and claims in writing and the Transferor shall keep the Transferee and the Target Company fully indemnified against any losses in connection with such termination.
 
 
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7.6 After the date hereof, the Transferor shall notify counter parties to agreements and contracts to which the Target Company is a party that have not been completed or upon which the Target Company's assets are bound. The Transferor shall be responsible for all liabilities under such contracts and agreements, and shall obtain written consent from the relevant counter parties.

7.7 The Transferor shall be entitled to all operating revenues generated before the closing date. The Transferee shall make available Target Company's operating revenues generated but not received before the closing date to the Transferor within 3 days after receipt, and pay into the Transferor's designated bank account after deducting relevant charges. The Transferor shall be entitled to income generated in the month when the closing takes place on a daily basis before the closing date, and the Transferee shall be entitled to that generated after the closing date.

8. Confidentiality

8.1 Parties undertake to keep confidential all information by all reasonable measures. Unless agreed by the sender, and except for purpose of performing this Agreement, the receiver shall not use confidential information for any purposes and shall not disclose or divulge confidential information to any third party (excluding shareholders, legal and financial advisors and relevant employees).

8.2 Confidential information referred to in Section 8.1 shall not include:
 
(1) information disclosed by the receiver according to laws, regulations, proceedings, courts with jurisdiction or orders by other governmental authorities;
 
(2) information already received or accessible by the receiver;
 
(3) information available to the public not due to any violation of this section by the receiver.

8.3 Upon termination, any party shall, upon request by the sender, dispose of documents, materials or software containing confidential information in accordance with the sender's instructions, and shall delete all confidential information and shall not continue to use.

9. Indemnification

9.1 This Agreement is binding and enforceable upon the Transferor and the Transferee. In the event any party shall not perform its obligations hereunder or any representations, warranties or undertakings is untrue, misleading or omitted, such party is in material breach of this Agreement and the other party shall be entitled to enforce its rights and/or terminate this Agreement together with a liquidated damage of RMB 10 million or compensation of the actual damage, whichever is higher.
 
 
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9.2 All parties shall coordinate and perform this Agreement in a timely manner. In the event any party fails to do so,

9.2.1 if there is a delay to closing, the Transferee shall be entitled to an interest of RMB 100,000 per day, and if the delay exceeds 60 days, the Purchase shall be entitled to the following rights:
 
(1) refrain from performing its obligations hereunder until the breach is cured and the Transferee shall be entitled to a liquidated damage of RMB 10 million payable by the Transferor;
 
(2) notify the Transferor to terminate this Agreement with immediate effect and the Transferee shall be entitled to a liquidated damage of RMB 10 million or compensation of the actual damage, whichever is higher.

9.2.2 if there is a delay in payment on the part of the Transferee, the Transferor shall be entitled to an interest of RMB 100,000 per day, and if the delay exceeds 60 days, the Transferor shall be entitled to the following rights:
 
(1) refrain from performing its obligations hereunder until the breach is cured and the Transferor shall be entitled to a liquidated damage of RMB 10 million payable by the Transferee;
 
(2) notify the Transferee to terminate this Agreement with immediate effect and the Transferor shall be entitled to a liquidated damage of RMB 10 million or compensation of the actual damage, whichever is higher.

9.3 If the Transferee terminates this Agreement due to conditions not being satisfied, the Transferee shall be entitled to receive from the Transferor compensation equal to 0.1% of the Transferee Price.

9.4 The Transferor shall keep the Transferee and the Target Company fully indemnified against actual damages including compensation, litigation, arbitration, etc. suffered by the Transferee and/or the Target Company as a result of the Transferor.

10. Termination

10.1 Parties agree that this Agreement shall terminate upon occurrence of the following event:
 
(1) all parties agree in writing;
 
(2) all obligations are performed;
 
(3) termination by the Transferee according to Section 9.2.1, or by the Transferor according to Section 9.2.2;
 
(4) force majeure or actions of the government causing performance of this Agreement impossible;
 
 
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(5) other circumstances pursuant to laws, regulations or other provisions hereunder.

10.2 Upon termination of this Agreement, parties shall do all acts and execute necessary documents to obtain approval of the governmental authorities with respect such termination.

10.3 Notwithstanding anything else, Sections 8, 9 and 11 shall survive termination.

11. Dispute Resolution

11.1 This Agreement shall be governed by and interpreted in accordance with PRC (excluding Hong Kong, Macau and Taiwan) law.

11.2 Disputes arising herefrom shall be submitted to the court where this Agreement is executed.

11.3 Until disputes are resolved, all parties reserve all rights hereunder and shall continue to perform its obligations hereunder.

12. Miscellaneous

12.1 Cost and Tax

12.1.1 Parties shall be responsible for its own costs, expenses and fees, including legal, accounting and advisor fees, in connection with negotiation, preparation, execution and performance of this Agreement and transactions contemplated hereunder.

12.1.2 Parties shall be responsible for its own tax payable for transactions contemplated hereunder.

12.2 Notice

12.2.1 All notice, request and correspondence required hereunder shall be in writing and sent in the following manner:

Transferor: Xinda (Heilongjiang) Investment Co., Ltd.
Address: 3-302, No. 174 Mingyue Street, Songbei District, Building 15, Chuangxin Chuangye Square, Keji Chuangxincheng, Gaoxin District, Harbin
Tel: +86-0451-86781111
Fax: +86-0451-84346611

Transferee: Sichuan Xinda Enterprise Group Co., Ltd.
Address: Yinghua Industrial Park, Shunqing District, Nanchong City, Sichuan Province
Tel: +86-0817-2561011
Fax: +86-0817-2562011
 
 
 
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12.2.2 Any notice, request and other correspondence shall be deemed delivered after 5 days if by registered mail, or after 48 hours if by courier, or on the same day pursuant to the sender report if by fax, or immediately if by email or by hand delivery.

12.3 Force Majeure

12.3.1 "Force Majeure" refers to any events the occurrence of which is unpredictable or predictable but inevitable and the result of which is insurmountable, including but not limited to, earthquake, typhoon, flood, fire, war, thunder storm, change in law and policy.

12.3.2 If any party cannot perform this Agreement due to Force Majeure, its obligations to the extent affected by Force Majeure shall be waived. Such party shall immediately notify the other party of Force Majeure event and shall do all necessary acts to mitigate the impact.

12.4 Amendments

12.4.1 Unless agreed by all parties in writing, this Agreement shall not be amended, modified, waived, supplemented, changed or added. Any such amendment, modification, waiver, supplementation, change or addition shall not be effective.

12.4.2 Any failure to enforce any provisions under this Agreement shall not be deemed as amendments or waiver of any rights thereof.

12.5 Severability

Any provision being ineffective or unenforceable shall not affect other part of this Agreement or other provisions therein. Parties shall use their best efforts to achieve the commercial intent underlying such provision.

12.6 Assignment

Unless otherwise agreed in writing by other parties, no party shall assign its rights or obligations under this Agreement to a third party.

12.7 Effectiveness

Any documents entered into for AIC filing purposes shall be auxiliary to this Agreement and in the event of inconsistency, this Agreement shall prevail.

12.8 Counterparts

This Agreement shall be in 6 counterparts, of which each party holding 2 and all constitute one instrument.


 
15

Signed by



Transferee:                                                        _______________________


Transferor:                                                                        _______________________


Target Company:                                                        _______________________


 
 
 
 
 
 
16


 
Exhibit 31.1
 
 
CERTIFICATION

I, Jie Han, the Chief Executive Officer of the registrant, certify that:
 
(1)
I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited, for the periond ended June 30, 2015.
 
(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 statements were made, not misleading with respect to the period covered by this report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
(4)
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
 

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: August 6, 2015
 
/s/ Jie Han
 
Name:
Jie Han
 
Title:
Chief Executive Officer
(Principal Executive Officer)
 
 
 
 

 



 
Exhibit 31.2
CERTIFICATION

I, Taylor Zhang, the Chief Financial Officer of the registrant, certify that:
 
(1)
I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited, for the periond ended June 30, 2015.
 
(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 statements were made, not misleading with respect to the period covered by this report;

(3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
(4)
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5)
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
 

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date: August 6, 2015
 
/s/ Taylor Zhang
 
Name:
Taylor Zhang
 
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 

 


 

Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES - OXLEY ACT OF 2002

In connection with the Quarterly Report of China XD Plastics Company Limited (the "Company"), on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission ("SEC") on the date hereof (the "Report"), the undersigned, Jie Han, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

 
/s/ Jie Han
 
Name:
Jie Han
 
Title:
Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
August 6, 2015
 

 
 
 
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES - OXLEY ACT OF 2002
 

In connection with the Quarterly Report of China XD Plastics Company Limited (the "Company"), on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission ("SEC") on the date hereof (the "Report"), the undersigned, Taylor Zhang, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

/s/ Taylor Zhang
 
Name:
Taylor Zhang
 
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
 
August 6, 2015