HARBIN, China, Nov. 5, 2020 /PRNewswire/ -- China XD Plastics
Company Limited (NASDAQ: CXDC) (the "Company"), one of China's leading specialty chemical companies
engaged in the development, manufacture and sale of polymer
composite materials primarily for automotive applications, today
announced that at its special meeting of stockholders held earlier
today, the Company's stockholders voted, among other things, in
favor of the proposal to adopt the previously announced agreement
and plan of merger (the "Merger Agreement"), dated as of
June 15, 2020, by and among the
Company, Faith Dawn Limited, an exempted company with limited
liability incorporated under the laws of the Cayman Islands ("Parent"), and Faith Horizon
Inc., a Nevada corporation and
wholly owned subsidiary of Parent ("Merger Sub"), providing for the
merger of the Merger Sub with and into the Company, with the
Company continuing as the surviving corporation and as a
wholly-owned subsidiary of Parent (the "Merger").
As of the close of business in the State of Nevada on September 29, 2020 (the "Record Date"), there
were 70,548,841 shares of the Company's common stock and 1,000,000
shares of the Company's series B preferred stock outstanding and
entitled to vote. Holders of 56,037,170 shares of the Company's
common stock and 1,000,000 shares of the Company's series B
preferred stock attended the special meeting in person or by proxy,
representing approximately 87.7% of the combined voting power of
shares of the Company's common stock and shares of the Company's
series B preferred stock outstanding as of the Record Date, voting
together as a single class. Holders of shares of the Company's
series B preferred stock are entitled to a voting power equivalent
to 40% of the combined voting power of the share capital of the
Company. The Merger Agreement was approved by the holders owning
(i) approximately 85.1% of the combined voting power of shares of
the Company's common stock and shares of the Company's series B
preferred stock outstanding as of the Record Date, voting together
as a single class; and (ii) 100% of the shares of the
Company's series B preferred stock outstanding as of the Record
Date, voting as a single class, satisfying the voting requirements
to approve the Merger Agreement.
The Merger remains subject to various customary closing
conditions as set forth in the Merger Agreement. If and when
completed, the proposed merger would result in the Company becoming
a privately-held company and the common stock of the Company would
no longer be listed on the NASDAQ Global Market or any other stock
exchange, and price quotations with respect to shares of Company
common stock in the public market will no longer be available.
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 31 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 June 30,
2020, 636 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://chinaxd.irpass.com/, and
the Chinese website at http://www.xdholding.com.
Forward-looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the U.S. 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 approval and the consummation of the transaction
contemplated by the proposed Merger or any alternative transaction.
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,
uncertainties as to the expected benefits and costs of the proposed
Merger; the expected timing of the completion of the Merger; the
parties' ability to complete the Merger considering the various
closing conditions; the possibility that various closing conditions
to the Merger may not be satisfied or waived; the effect of the
announcement of the proposed Merger or operational activities taken
in anticipation of the Merger on our business relationships,
results of operations and business generally; the outcome of any
legal proceedings that have been or may be instituted against us
related to the Merger Agreement; the amount of the costs, fees,
expenses and charges related to the Merger; and other risks and
uncertainties discussed in the Company's filings with the SEC, as
well as the Schedule 13E-3 transaction statement and the proxy
statement filed by the Company in connection with the Merger. 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.
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SOURCE China XD Plastics Company Limited