Attached files
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| EX-99 - EXHIBIT 99.1 - China XD Plastics Co Ltd | ex99x1.htm |
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)
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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
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(Address of Principal Executive Offices)
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(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
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Submission of Matters to a Vote of Security Holders.
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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:
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Nominee
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For
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Against
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Abstain
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Jie Han
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77,485,282
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518
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2,156,289
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Taylor Zhang
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77,450,681
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35,119
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2,156,289
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Qingwei Ma
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77,485,276
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524
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2,156,389
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Lawrence W. Leighton
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77,449,187
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36,613
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2,156,389
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Linyuan Zhai
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77,450,549
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35,251
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2,156,389
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Feng Li
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77,450,755
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35,045
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2,156,389
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Homer Sun*
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16,000,000
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0
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0
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Jun Xu*
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16,000,000
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0
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0
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* 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.
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.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Exhibit Description
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99.1
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Press Release dated December 3, 2014.
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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.
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Dated: December 5, 2014
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CHINA XD PLASTICS COMPANY LIMITED
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By:
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/s/ Jie Han
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Name:
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Jie HAN
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Title:
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Chief Executive Officer
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