Current Report Filing (8-k)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

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 7, 2015

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):

 

☐ 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)

☐ 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))

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On December 3, 2015, China XD Plastics Company Limited (the "Company") held its 2015 Annual Meeting of Stockholders (the "Annual Meeting"), for the purpose of: (i) electing eight (8) directors; (ii) approving, on an advisory basis, the 2014 compensation of named executive officers (the "say-on-pay vote"); and (iii) ratifying the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2015. For more information on the proposals described below, please refer to the Company's proxy statement dated November 23, 2015.

As of November 23, 2015, the record date for the Annual Meeting, there were a total of 49,323,284 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") issued and outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,748,539 shares of Common Stock, 1,000,000 shares of Series B Preferred Stock, and 16,000,000 shares of Series D Preferred Stock, collectively representing an approximately 87.53 % 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 2016 and until each director's successor is duly elected and qualified. The voting results for each nominee were as follows:

Nominee	For	Withheld	Broker Non-votes
Jie Han	50,834,210	1,914,329	13,574,745
Taylor Zhang	50,834,210	1,914,329	13,574,745
Qingwei Ma	50,834,210	1,914,329	13,574,745
Lawrence W. Leighton	50,834,210	1,914,329	13,574,745
Linyuan Zhai	50,834,210	1,914,329	13,574,745
Feng Li	50,834,210	1,914,329	13,574,745
Homer Sun*	16,000,000	0	N/A
Jun Xu*	16,000,000	0	N/A

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

Proposal 2 — Approval, on an Advisory Basis, of the 2014 Compensation of Named Executive Officers (the "Say-On-Pay Vote")

Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, based on the following voting results:

For	Against	Abstain	Broker Non-votes
52,748,539	0	0	13,574,745

Proposal 3 — Ratification of Appointment of KPMG Huazhen LLP as the Company's Independent Auditor

Stockholders ratified the appointment of KPMG Huazhen LLP as the Company's independent registered certified public accountant for the fiscal year ending December 31, 2015, based on the following voting results:

For	Against	Abstain	Broker Non-votes
52,748,539	0	0	13,574,745

 

 

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Item 9.01        Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit No.			Exhibit Description
99.1			Press Release dated December 7, 2015.

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 7, 2015
	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 2015 Annual General Meeting

HARBIN, China, December 7, 2015 /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 polymer composite materials primarily for automotive applications, today announced the results of the Company's 2015 Annual General Meeting ("AGM"), which was held on December 3, 2015, at 9:30 a.m. China Standard Time (December 2, 2015, 8:30 p.m. U.S. Eastern Time) in Harbin, China.

The Company's shareholders approved the following proposals as recommended by the Company's Board of Directors (the "Board"):

1.	Elected 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 General Meeting and until their successors are duly elected and qualified.

2.	Approved the 2014 compensation of the named executive officers (the "say-on-pay vote").

3.	Ratified the appointment of KPMG Huazhen LLP as the Company's independent auditors for the fiscal year ending December 31, 2015.

About China XD Plastics Company Limited

China XD Plastics Company Limited, through its wholly-owned subsidiaries (the "Company"), develops, manufactures and sells polymer composite materials, primarily for automotive applications. The Company's products are used in the exterior and interior trim and in the functional components of 24 automobile brands manufactured in China, including AUDI, BMW, Toyota, Buick, Mazda, and VW Passat, Golf, and Jetta. The Company's wholly-owned research center is dedicated to the research and development of polymer composite materials, and benefits from its cooperation with well-known scientists from prestigious universities in China. As of Sept 30, 2015, 350 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 http://www.chinaxd.net.

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 volatility of the Company's operating results and financial condition; the Company's ability to raise additional capital to finance the Company's activities; the Company's and its subsidiaries' ability to fully perform all of their obligations under the guaranteed senior notes transaction and other contractual obligations applicable to them; the effectiveness, profitability, and the marketability of its the ongoing mix shift to more advanced products; the prospect of the Company's Dubai facility, and the associated expansion into Middle East, Europe and other parts of Asia; the prospect of the Company's Southwest China facility, and its penetration into Southwest China; the impact of volatile crude oil prices on the Company's efforts to diversify its product offers; market for plastic resins; legal and regulatory risks; the Company's projections of its revenues for performance in fiscal in 2015; the Company's ability to execute its growth 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]

Grayling

Vivian Chen

Managing Director

Email: [e-mail]

SOURCE: China XD Plastics Company Limited