Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 3, 2014

CHINA XD PLASTICS COMPANY LIMITED

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-34546	04-3836208
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 3, 2014, China XD Plastics Company Limited (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”), for the purpose of: (i) electing eight (8) directors and (ii) ratifying the appointment of KPMG as the Company’s independent registered certified public accountant for the fiscal year ending December 31, 2014. For more information on the proposals described below, please refer to the Company’s proxy statement dated November 20, 2014.

As of November 18, 2014, the record date for the Annual Meeting, there were a total of 49,601,788 shares of common stock, par value $0.0001 per share (the “Common Stock”), 1,000,000 shares of series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), and 16,000,000 shares of series D preferred stock, par value $0.0001 per share (the “Series D Preferred Stock” and together with the Common Stock and the Series B Preferred Stock, the “Capital Stock”) issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,907,564 shares of Common Stock, 1,000,000 shares of Series B Preferred Stock¹, and 16,000,000 shares of Series D Preferred Stock, collectively representing an approximately 87.48% of the combined voting power of all classes of stock entitled to vote, were represented in person or by proxy, and therefore a quorum was present.

The voting results for each of the proposals voted upon are as follows:

Proposal 1 — Election of Directors

The eight (8) nominees proposed by the Board of Directors were elected to serve as directors until the Company’s Annual Meeting of Stockholders to be held in 2015 and until each director’s successor is duly elected and qualified. The voting results for each nominee were as follows:

Nominee	For	Against	Abstain
Jie Han	77,485,282	518	2,156,289
Taylor Zhang	77,450,681	35,119	2,156,289
Qingwei Ma	77,485,276	524	2,156,389
Lawrence W. Leighton	77,449,187	36,613	2,156,389
Linyuan Zhai	77,450,549	35,251	2,156,389
Feng Li	77,450,755	35,045	2,156,389
Homer Sun*	16,000,000	0	0
Jun Xu*	16,000,000	0	0

* Homer Sun and Jun Xu were voted on solely by the holders of Series D Preferred Stock.

Proposal 2 — Ratification of Appointment of KPMG as the Company’s Independent Auditor

Stockholders ratified the appointment of KPMG as the Company’s independent registered certified public accountant for the fiscal year ending December 31, 2014. The proposal received the following final voting results: 79,610,225 for, 21,363 against, and 10,500 abstentions.

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¹ As previously disclosed on the Company’s Schedule 14A filed on November 20, 2014, the holder of the Series B Preferred Stock is entitled to an aggregate of 43,734,525 votes, representing 40% of the combined voting power of all of the Company’s issued and outstanding Capital Stock.

 

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Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.			Exhibit Description
99.1			Press Release dated December 3, 2014.

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: December 5, 2014
	CHINA XD PLASTICS COMPANY LIMITED
	By:	/s/ Jie Han
	Name:	Jie HAN
	Title:	Chief Executive Officer

Exhibit 99.1

 

 

 

 

China XD Plastics Announces Results of 2014 Annual Shareholders Meeting

HARBIN, China, Dec. 3, 2014 /PRNewswire/ -- China XD Plastics Company Limited (NASDAQ: CXDC, "China XD Plastics" or the "Company"), one of China's leading specialty chemical producers engaged in the development, manufacture and sale of polymer composite materials primarily for automotive applications, today announced the results of the Company’s 2014 Annual Shareholders Meeting and Annual Board Meeting, both of which were held on December 3, 2014 in Harbin, China.

At the Annual Shareholders Meeting, the Company’s shareholders approved the following proposals as recommended by the Company’s Board of Directors (the “Board”):

1.	Electing a total of eight (8) directors to the Board, including two (2) directors elected solely by the holders of the Company’s Series D Preferred Stock, to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.

2.

Ratifying the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

At the Annual Board Meeting, the Board voted to:

1.    Approve China XD Plastics’ 2015 Annual Plan and authorize the Company’s executive management to implement the plan.

2.    Approve China XD Plastics’ 2015 executive appointments and authorize the Company’s management to reappoint employees below management level.

Additionally, after approving China XD Plastics’ 2015 Annual Plan, the Board discussed the business plan for the second phase of the Dubai project in detail, concluding that the second phase is necessary and feasible in light of the revenue ramp generated during phase one.  A formal business plan will be presented to the Board after the Company confirms the procurement proposals with customers for 2015.  The Company will officially start the second phase of the Dubai Project upon approval 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 25 automobile brands manufactured in China, including without limitation, AUDI, BMW, VW, GM, Mazda, Toyota. 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 September 30, 2014, 311 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 ability to raise additional capital to finance the Company's activities; the effectiveness, profitability, and the marketability of its the ongoing mix shift to more advanced products; legal and regulatory risks; the Company's ability to execute its growth strategy, including its overseas expansion strategy, and the effectiveness of its marketing strategy; the future trading of the common stock of the Company; the Company's ability to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; 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. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. 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)

US Phone: [phone]

Email: [e-mail]

ICR

Mr. Gary Dvorchak, CFA

Senior Vice President

US Phone: [phone]

China Phone: [phone]

Email: [e-mail]