HARBIN, China, Sept. 30, 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 it has called a special meeting of its stockholders
(the "Special Meeting"), to be held on November 5, 2020, at 9:00
a.m. (Beijing time), at No.
9 Dalian North Road, Haping Road Centralized Industrial Park,
Harbin Development Zone, Heilongjiang
Province, China, to
consider and vote on, among other things, the proposal to
authorize and approve the previously announced agreement and plan
of merger, dated June 15, 2020 (the
"Merger Agreement"), 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"), and the transactions contemplated
thereby, including the Merger.
Pursuant to the Merger Agreement, upon the terms and subject to
the conditions thereof, Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation
and becoming a wholly-owned subsidiary of Parent (the "Merger"). If
completed, the proposed Merger will result in the Company becoming
a privately-held company and the common stock of the Company will
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.
Immediately following the consummation of the Merger, Parent will
be beneficially owned by Mr. Jie
Han, the Company's Chairman and Chief Executive Officer.
The Company's board of directors, acting upon the unanimous
recommendation of the special committee, composed solely of
independent directors and formed by the board of directors,
authorized and approved the Merger Agreement and the consummation
of the transactions contemplated thereby, including the Merger, and
resolved to recommend that the Company's stockholders vote to
authorize, approve and adopt, among other things, the Merger
Agreement and the consummation of the transactions contemplated
thereby, including the Merger.
Stockholders of record as of the close of business in the
State of Nevada on September 29, 2020 are entitled to receive notice
of the Special Meeting and to vote at the Special Meeting or any
adjournment or postponement thereof. Additional information
regarding the Special Meeting and the Merger Agreement can be found
in the transaction statement on Schedule 13E-3 and the definitive
proxy statement on Schedule 14A, filed with the Securities and
Exchange Commission (the "SEC") on September
30, 2020, which can be obtained, along with other filings
containing information about the Company, the proposed Merger and
related matters, without charge, from the SEC's website
(http://www.sec.gov) or at the SEC's public reference room at 100 F
Street, NE, Room 1580, Washington,
D.C. 20549. Requests for additional copies of the definitive
proxy statement should be directed to Investor Relations, China XD
Plastics Company Limited, at +1 (212) 747-1118 or at
cxdc-ir@chinaxd.net.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR
FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED
MERGER AND RELATED MATTERS.
The Company and certain of its directors, executive officers and
other members of management and employees may, under the SEC rules,
be deemed to be "participants" in the solicitation of proxies from
the Company's stockholders with respect to the Merger. Information
regarding the persons who may be considered "participants" in the
solicitation of proxies is set forth in the definitive proxy
statement and Schedule 13E-3 transaction statement relating to the
proposed Merger. Further information regarding persons who may be
deemed participants, including any direct or indirect interests
they may have, is also set forth in the definitive proxy
statement.
This announcement is neither a solicitation of proxy, an offer
to purchase nor a solicitation of an offer to sell any securities
and it is not a substitute for any proxy statement or other filings
that have been or will be made with the SEC.
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.
Safe Harbor Statement
This announcement contains forward-looking statements within the
meaning of the safe harbor provisions of 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, the expected timing
of the completion of the Merger, the possibility that various
closing conditions for the transaction may not be satisfied or
waived, the global economic uncertainty, the fluctuation in
automotive sales and productions, the development of Company's
expansion plans, the slowdown of China's automotive industry, the concentration
of the Company's distributors, customers and suppliers, and other
risks detailed 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