Benzinga | Nov 5, 2020 05:50AM EST

China XD Plastics Company Limited Announced Stockholders' Approval of Merger Agreement

China XD Plastics Company Limited (NASDAQ:CXDC) 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.