UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 2, 2020
CHINA
XD PLASTICS COMPANY LIMITED
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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001-34546
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04-3836208
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(State
or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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No. 9 Dalian North Road, Haping
Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang Province, PRC 150060
(Address of Principal Executive Offices)
(86) 451-8434-6600
(Registrant's Telephone Number, Including
Area Code)
Not
applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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CXDC
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NASDAQ Global Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2020, China
XD Plastics Company Limited (the “Company”) announced that Qingwei Ma, Feng Li and Xin Li resigned from the Company’s
Board of Directors (the “Board”), and that Huiyi Chen and Guanbao Huang had accepted the appointments to fill the vacancies
created by the resignations of Qingwei Ma, Feng Li, and Xin Li. Prior to his resignation, Mr. Xin Li served as the chairman of
the Audit Committee and a member of the Nominating Committee of the Board. Mr. Feng Li served as the chairman of the Compensation
Committee, a member of the Audit Committee and a member of the Nominating Committee. Mr. Ma was the Chief Operating Officer and
an executive director of the Board, and will continue to serve as the Chief Operating Officer of the Company after his resignation
from the Board. Mr. Feng Li, Mr. Xin Li, and Mr. Ma all indicated that their decisions to resign from the Company’s Board
were based on personal reasons. There was no disagreement between Mr. Feng Li and the Company, Mr. Xin Li and the Company, or Mr.
Ma and the Company on any matters relating to the Company's operations, policies or practices which resulted in their resignations.
The written notices of
resignation of Mr. Xin Li, Mr. Feng Li, and Mr. Qingwei Ma were received on January 1, 2020 and accepted by the Board on January
2, 2020. On January 2, 2020, the Board appointed Huiyi Chen and Guanbao Huang to serve as directors of the Company. The Board appointed
Mr. Chen as the chairman of the Audit Committee of the Board and a member of the Nominating Committee of the Board. The Board also
appointed Mr. Huang as the chairman of the Compensation Committee and a member of the Audit Committee of the Board.
Mr. Huang has been engaged
in the teaching and research of polymer materials for more than twenty years. His research areas include polyester synthesis and
modification, resin-based fiber reinforced materials, and cellulose processing. Mr. Huang has published more than 50 academic papers
and co-authored or translated three books, and has been the associate professor of Beijing Institute of Fashion Technology since
1994. Mr. Huang’s project on “High Viscosity Polyester Chip” won the third prize of National Science and Technology
Progress Award in 1993, and his project on “Disperse Dyes Atmospheric Pressure Dyeable Copolyether Ester (EDDP-1) and Fiber”
won the second prize of Beijing Municipal Science and Technology Progress in 1999. In 1997, Mr. Huang received the first prize
of the first Hong Kong Sang Ma Foundation Science and Technology Award. He currently served as the deputy chairman of Beijing Chaoyang
District Committee, China Democratic National Construction Association, and the director for Liyang Huajing Polyester Green Catalyst
Co., Ltd. and the director of Shaanxi Zhongxin Biodegradable Materials Co., Ltd.
Mr. Chen has extensive
experience in financial management in the banking industry. He has held supervisory and management positions in the Industrial
and Commercial Bank of China Limited, the People’s Bank of China, and the Bank of Communication, respectively. From 2000
to 2016, Mr. Chen served as a credit officer and vice president of the Heilongjiang Branch of the Bank of Communication. He was
the president of the Harbin Branch of the Bank of Communication from 1999 to 2000. From 1986 to 1999, Mr. Chen worked in the People’s
Bank of China and served as the deputy director for the Heilongjiang Branch and the Shenyang Branch, the vice president for the
Qiqihar Center Branch, and the vice president and the president of the Fuyu County Branch. From 1984 to 1986, Mr. Chen served as
the vice president for the Industrial and Commercial Bank of China’s Fuyu County Branch. Mr. Chen graduated from Heilongjiang
Banking Professional School in 1983.
The Board has determined that Mr. Chen qualifies
as an “audit committee financial expert” under Item 407(d)(5)(ii) and (iii) of Regulation S-K and satisfies the “independence”
requirement for independent directors under Rule 5605(c)(2)(A) and Rule 5605(a) of the listing standards of the Nasdaq Stock Market,
respectively. The Company believes that with the appointment of Mr. Chen to the Audit Committee, the Company will stay compliant
with Rule 5605(c) of the listing standards of the Nasdaq Stock Market.
The Board has also determined that Mr. Huang
satisfies the “independence” requirement for independent directors and for audit committee and compensation committee
members as defined in Rule 5605(a)(2), Rule 5605 (c) and Rule 5605(d) of the listing standards of The Nasdaq Stock Market,
respectively, and that Mr. Huang is financially literate and sophisticated. The Company believes that with the appointment of Mr.
Huang to the Audit Committee and the Compensation Committee, the Company will stay compliant with Rule 5605(c) and Rule 5605 (d)
of the listing standards of the Nasdaq Stock Market.
There is no family relationship
between Mr. Chen and any of the executive officers or directors of the Company, nor is there any family relationship between Mr.
Huang and any of the executive officers or directors of the Company. There is no arrangement or understanding between Mr. Chen
and other persons, or between Mr. Huang and other persons pursuant to which Mr. Chen or Mr. Huang were elected as directors of
the Board. For the fiscal years ended December 31, 2018 and 2019, there had been no transaction to which the Company was a party
in which Mr. Chen or Mr. Huang or any member of their immediate family had a direct or indirect material interest, nor is there
any currently proposed transition to which the Company is to be a party in which Mr. Chen or Mr. Huang or any member of their immediate
family will have a direct or indirect material interest.
In connection with Mr.
Chen and Mr. Huang’s appointments to the Board, the Company entered into a service agreement with each of them, pursuant
to which Mr. Chen is entitled to receive cash compensation of $5,000 per month, and Mr. Huang is entitled to receive cash compensation
of RMB10,000 per month.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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
hereunto duly authorized.
Dated: January 2, 2020
CHINA XD PLASTICS COMPANY LIMITED
By: /s/ Jie HAN
Name: Jie HAN
Title:
Chief Executive Officer
Exhibit 10.1
SERVICE
AGREEMENT
This Service Agreement (“Agreement”)
is entered into as of the 1st day of January, 2020 (“Effective Date”) between China XD Plastics Company Limited (hereinafter
referred to as the “Company”) and Huiyi Chen, (hereinafter referred to as the “Director”), to provide the
terms under which the Director shall perform his functions as an elected independent member and audit committee Chairman of the
Board of Directors of the Company during his respective terms.
WHEREAS, the Company’s
business consists of the development, manufacture and sale of polymer composite materials, primarily for use in automotive applications
thereto (the “Business”) and the Company is a public company subject to the securities laws and rules and other applicable
laws and rules of the United States.
WHEREAS, the Company
recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the
terms and conditions set forth herein; and
WHEREAS, the Independent
Director is prepared to commit to such services in return for specific arrangements, compensation and other benefits on the terms
and conditions set forth herein.
NOW THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director
do hereby agree as follows:
1.
DUTIES OF THE INDEPENDENT DIRECTOR:
1.1 The Director shall care out his duty
as an independent director to the Company and shall make himself available to perform such functions in keeping with all the applicable
laws, rules, and regulations of the United States of America, including, not limited to, the applicable securities laws and the
laws of the State of Nevada.
1.2 The Director hereby agrees faithfully to
render the service expected of an independent director and to promote the interests of the Company to the best of his ability and
keep his duty of care, confidentiality and loyalty, among other duties. The Director further agrees to devote the necessary time,
attention, skill, and best effort to the performance of his duties under this agreement. The Director shall not self-deal or do
anything harmful to the interest of the Company or its shareholders and shall not engage in any insider trading or similar activities.
1.3 The Director shall maintain his
standing and capacity as an “independent director” under the rules of the Securities and Exchange Commission and the
rules and regulations of relevant stock exchanges, and shall not engage in any employment or service with the Company or otherwise
that may impair such standing.
1.4 The Director shall serve on the audit
committee and the nominating committee in his capacity as an independent director.
2.
COMPENSATION AND EXPENSES
During his term as a Director until the end
of his function as a Director:
2.1 The Company agrees to pay $5,000 per month
($60,000 annual) for services as such and for services as the chairperson of the Audit Committee.
2.2 The Company shall promptly pay or
reimburse the Director for all reasonable expenses actually and properly (in accordance with the Company’s policy) incurred
or paid by him in connection with the performance of his services under the Agreement (including, without limitation, travel expenses)
upon presentation of expense statements or vouchers or such other supporting documentation in such form and containing such information
as the Company may from time to time require. Any expense above $500 shall be pre-approved by the Company.
2.3 The Company shall have appropriate
Director and Officer Insurance coverage in place prior to the signing of this Agreement.
3.
INDEMNIFICATION
The Company shall indemnify the Director
to the full extent permitted by the General Corporation Law of the State of Nevada.
4.
MISCELLANEOUS
4.1 This Agreement expresses the entire understanding
and agreement of the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating
in any way to the subject manner of this Agreement. This Agreement cannot be modified, amended, or supplemented except by a written
instrument or instruments executed by each of the parties hereto.
4.2 This Agreement shall have a term during
the period director serves as an director of the Company until such time that he is removed by the board of directors by a majority
vote or not elected by the next shareholder meeting, whichever comes earlier.
4.3 This Agreement shall be governed
by and construed under the laws of the State of Nevada. If any provision of this Agreement shall be invalid or unenforceable, this
Agreement shall be deemed amended but only to the extent required to make it valid and enforceable, and this Agreement as thereby
amended shall remain in full force and effect.
4.4 Arbitration is the only and exclusive
remedy to the parties for any dispute arising from this agreement. The Parties hereby expressly waive the right to any jury or
non-jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration tribunal under the auspices of the American
Association in the City of New York with such tribunal composed of three arbitrators of which one is selected by each party and
the third one selected by the two arbitrators already selected respectively by the parties.
4.5 The award of the tribunal shall be exclusive,
binding, final and enforceable against the parties. In any arbitration arising out of this Agreement, the prevailing party shall
be entitled to request, and receive an amount as and for the reasonable counsel fees and expenses incurred by the prevailing party
in connection with such action, proceeding, or arbitration.
IN WITNESS WHEREOF, the Company and
the Director have executed this Agreement as of the day and year first above written.
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Signed: /s/ Huiyi Chen
Name in Print: Huiyi Chen
Title: Independent Director & Chairman of
the Audit Committee
Date: January 1, 2020
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Signed: /s/ Jie Han
Name in Print: Jie Han
Title: Chairman, CEO
Date: January 1, 2020
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Exhibit
10.2
SERVICE
AGREEMENT
This Service Agreement (“Agreement”)
is entered into as of the 1st day of January, 2020 (“Effective Date”) between China XD Plastics Company Limited (hereinafter
referred to as the “Company”) and Guanbao Huang, (hereinafter referred to as the “Director”), to provide
the terms under which the Director shall perform his functions as an elected independent member and compensation committee Chairman
of the Board of Directors of the Company during his respective terms.
WHEREAS, the Company’s
business consists of the development, manufacture and sale of polymer composite materials, primarily for use in automotive applications
thereto (the “Business”) and the Company is a public company subject to the securities laws and rules and other applicable
laws and rules of the United States.
WHEREAS, the Company
recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the
terms and conditions set forth herein; and
WHEREAS, the Independent
Director is prepared to commit to such services in return for specific arrangements, compensation and other benefits on the terms
and conditions set forth herein.
NOW THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director
do hereby agree as follows:
1.
DUTIES OF THE INDEPENDENT DIRECTOR:
1.1 The Director shall care out his duty
as an independent director to the Company and shall make himself available to perform such functions in keeping with all the applicable
laws, rules, and regulations of the United States of America, including, not limited to, the applicable securities laws and the
laws of the State of Nevada.
1.2 The Director hereby agrees faithfully to
render the service expected of an independent director and to promote the interests of the Company to the best of his ability and
keep his duty of care, confidentiality and loyalty, among other duties. The Director further agrees to devote the necessary time,
attention, skill, and best effort to the performance of his duties under this agreement. The Director shall not self-deal or do
anything harmful to the interest of the Company or its shareholders and shall not engage in any insider trading or similar activities.
1.3 The Director shall maintain his
standing and capacity as an “independent director” under the rules of the Securities and Exchange Commission and the
rules and regulations of relevant stock exchanges, and shall not engage in any employment or service with the Company or otherwise
that may impair such standing.
1.4 The Director shall serve on the compensation
committee and audit committee in his capacity as an independent director.
2.
COMPENSATION AND EXPENSES
During his term as a Director until the end
of his function as a Director:
2.1 The Company agrees to pay ¥10,000 per month
(¥120,000 annual) for services as such and for services as the chairperson of the
Audit Committee.
2.2 The Company shall promptly pay or
reimburse the Director for all reasonable expenses actually and properly (in accordance with the Company’s policy) incurred
or paid by him in connection with the performance of his services under the Agreement (including, without limitation, travel expenses)
upon presentation of expense statements or vouchers or such other supporting documentation in such form and containing such information
as the Company may from time to time require. Any expense above $500 shall be pre-approved by the Company.
2.3 The Company shall have appropriate
Director and Officer Insurance coverage in place prior to the signing of this Agreement.
3.
INDEMNIFICATION
The Company shall indemnify the Director
to the full extent permitted by the General Corporation Law of the State of Nevada.
4.
MISCELLANEOUS
4.1 This Agreement expresses the entire understanding
and agreement of the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating
in any way to the subject manner of this Agreement. This Agreement cannot be modified, amended, or supplemented except by a written
instrument or instruments executed by each of the parties hereto.
4.2 This Agreement shall have a term during
the period director serves as an director of the Company until such time that he is removed by the board of directors by a majority
vote or not elected by the next shareholder meeting, whichever comes earlier.
4.3 This Agreement shall be governed
by and construed under the laws of the State of Nevada. If any provision of this Agreement shall be invalid or unenforceable, this
Agreement shall be deemed amended but only to the extent required to make it valid and enforceable, and this Agreement as thereby
amended shall remain in full force and effect.
4.4 Arbitration is the only and exclusive
remedy to the parties for any dispute arising from this agreement. The Parties hereby expressly waive the right to any jury or
non-jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration tribunal under the auspices of the American
Association in the City of New York with such tribunal composed of three arbitrators of which one is selected by each party and
the third one selected by the two arbitrators already selected respectively by the parties.
4.5 The award of the tribunal shall be exclusive,
binding, final and enforceable against the parties. In any arbitration arising out of this Agreement, the prevailing party shall
be entitled to request, and receive an amount as and for the reasonable counsel fees and expenses incurred by the prevailing party
in connection with such action, proceeding, or arbitration.
IN WITNESS WHEREOF, the Company and
the Director have executed this Agreement as of the day and year first above written.
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Signed: /s/ Guanbao Huang
Name in Print: Guanbao Huang
Title: Independent Director & Chairman of
the Compensation Committee
Date: January 1, 2020
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Signed: /s/ Jie Han
Name in Print: Jie Han
Title: Chairman, CEO
Date: January 1, 2020
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Exhibit 99.1
China XD Plastics Company Limited Announces
Departure of Independent Director
HARBIN, China, January
2, 2020 /PRNewswire/ -- China XD Plastics Company Limited (NASDAQ: CXDC) ("China XD Plastics" or the "Company"),
one of China's leading specialty chemical players engaged in the development, manufacture and sale of modified plastics primarily
for automotive applications, today announced that Xin Li, one of the Company's independent directors and the chairman of its Audit
Committee, tendered his resignation from the board of directors on January 1, 2020 for personal reason. Upon Mr. Xin Li’s
resignation, he also ceased to be a member of each of the Audit Committee and Nominating Committee of the Company. Feng Li,
one of the Company’s independent directors and the chairman of the Compensation Committee also tendered his resignation on
January 1, 2020 for personal reason. Upon Mr. Feng Li’s resignation, he ceased to be a member of each of the Company’s
Audit Committee, Compensation Committee, and Nominating Committee. On the same day, Qingwei Ma, one of the Company’s executive
directors, tendered his resignation from the board of directors. On January 2, the Company’s Board of Directors (the “Board”)
appointed Huiyi Chen and Guanbao Huang to serve as directors of the Company. The Board appointed Mr. Chen as a member and the chairman
of the Audit Committee and a member of the Nominating Committee of the Board. The Board also appointed Mr. Huang as a member and
the chairman of the Compensation Committee and a member of the Audit Committee of the Board.
About China XD Plastics Company Limited
China XD Plastics Company Limited, through
its wholly-owned subsidiaries, develops, manufactures and sells polymer composites materials, primarily for automotive applications.
The Company's products are used in the exterior and interior trim and in the functional components of 29 automobile brands manufactured
in China, including without limitation, AUDI, Mercedes Benz, BMW, Toyota, Buick, Chevrolet, Mazda, Volvo, Ford, Citroen, Jinbei
and VW Passat, Golf, Jetta, etc. The Company's wholly-owned research center is dedicated to the research and development of polymer
composites materials and benefits from its cooperation with well-known scientists from prestigious universities in China. As of
December 31, 2017, 444 of the Company's products have been certified for use by one or more of the automobile manufacturers in
China. For more information, please visit the Company's English website at http://www.chinaxd.net, and the Chinese website at http://www.xdholding.com.
Safe Harbor Statement
This announcement contains forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the
Company's growth potential in international markets; the effectiveness and profitability of the Company's product diversification
strategy; the impact of the Company's product mix shift to more advanced products and related pricing policies; the effectiveness,
profitability, and the marketability of its the ongoing mix shift to more advanced products; and the prospect of the Company's
Southwest China facility, and its penetration into Southwest China. These forward-looking statements can be identified by terminology
such as "will," "expect," "project," "anticipate," "forecast," "plan,"
"believe," "estimate" and similar statements. Forward-looking statements involve inherent risks and uncertainties
and are based on current expectations, assumptions, estimates and projections about the Company and the industry. A number of important
factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks
and uncertainties include, but are not limited to, the global economic uncertainty could further impair the automotive industry
and limit demand for our products; fluctuations in automotive sales and production could have a material adverse effect on our
results of operations and liquidity; our financial performance may be affected by the prospect of our Dubai facility and the associated
expansion into Middle East, Europe and other parts of Asia; the withdrawal of preferential government policies and the tightening
control over the Chinese automotive industry and automobile purchase restrictions imposed in certain major cities may limit market
demand for our products; the slowing of Chinese automotive industry's growth; the concentration of our distributors, customers
and suppliers; and other risks detailed in the Company's filings with the Securities and Exchange Commission and available on its
website at http://www.sec.gov. The Company undertakes no obligation to update forward-looking statements to reflect subsequent
occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes
that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations
will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
Contacts:
China XD Plastics Mr. Taylor Zhang, CFO (New York) Phone:
+1 (212) 747-1118 Email: cxdc@chinaxd.net
SOURCE China XD Plastics Company Limited