chxd_8a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES
AND EXCHANGE ACT OF 1934
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CHINA
XD PLASTICS COMPANY LIMITED
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(Exact
name of registrant as specified in its charter)
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.]
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11
Broadway Suite 1004
New
York, NY 10004
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(Address
of principal executive offices) (Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be so registered:
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Name
of each exchange on which each class is to be
registered:
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Common
Stock, par value $0.0001 per share
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The
NASDAQ Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. x
If this
form related to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. o
Securities
Act registration statement file number to which this form relates: N/A
Securities
to be registered pursuant to Section 12(g) of the Act: N/A
INFORMATION
REQURIED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be
Registered
This
registration statement on Form 8-A relates to the registration of common stock,
par value $0.0001 per share (the “Common Stock”), China XD Plastics Company
Limited, a Nevada corporation (the “Company”) pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection
with the listing of the Common Stock on the NASDAQ Stock Market LLC (“NASDAQ”).
The Common Stock is presently quoted on the OTC Bulletin Board under the symbol
“CDXC.”
The
following summary does not purport to be complete and is subject to and
qualified in its entirety by the provisions of the Company’s Articles of
Incorporation, as amended (the “Amended Articles”) and Bylaws, as amended (the
“Amended Bylaws”), copies of which are incorporated herein by this
reference.
Common
Stock
The
Company is authorized to issue up to 500,000,000 shares of common stock,
par value $0.0001 per share. As of November 12, 2009, 40,809,898 shares of
common stock are issued and outstanding. The Company has authorized
7,800,000 shares of common stock for issuance under the Company’s 2009 Stock
Option/Stock Issuance Plan (the “Plan”). As of November 12, 2009, 6,101,000
shares of common stock are reserved for issuance upon exercise of options
granted under the Plan or to be granted by the Company pursuant to the
Plan.
Holders
of the Company are entitled to one vote for each share in the election of
directors and in all other matters to be voted on by the stockholders. There is
no cumulative voting in the election of directors. Holders of Common Stock are
entitled to receive such dividends as may be declared from time to time by the
Board of Directors with respect to the Common Stock out of funds legally
available therefor and, in the event of liquidation, dissolution or winding up
of the Company, to share ratably in all assets remaining after payment of
liabilities. The holders of Common Stock have no pre-emptive or conversion
rights and are not subject to further calls or assessments. There are no
redemption or sinking fund provisions applicable to the Common
Stock.
All of
the issued and outstanding shares of our common stock are duly authorized,
validly issued, fully paid and non-assessable. To the extent that additional
shares of our common stock are issued, the relative interests of existing
stockholders will be diluted.
Preferred
Stock
The
Company is authorized to issue up to 50,000,000 shares of preferred
stock, par value $0.0001 per share of which 1,000,000 shares has been designated
as Series A Convertible Preferred Stock and 1,000,000 shares has been designated
Series B Preferred Stock. As of September 15, 2009, no shares of
Series A Preferred Stock are issued and outstanding and 1,000,000 shares of
series B preferred stock are issued and outstanding.
Series A
Convertible Preferred Stockholders of the Company are not entitled to voting
rights in any and all matters including the election of directors. Holders of
Series A Convertible Preferred Stock are not entitled to receive any such
dividends as may be declared from time to time by the Board of Directors with
respect to the Common Stock of the Company. In the event of liquidation,
dissolution or winding up of the Company, holders of Series A Convertible
Preferred Stock shall be entitled to share ratably, prior and in preference to
any distribution of any of the assets of the Company to the holders of Common
Stock and any other series of Preferred Stock ranking junior to the Series A
Convertible Preferred Stock, in all assets remaining after payment of
liabilities. On April 20, 2009 upon the successful increase of the total
authorized shares of common stock of the Company, all 1,000,000 shares of issued
and outstanding shares of Convertible Series A Preferred Stock were converted
into 38,194,072 shares of fully paid and nonassessable shares of common stock of
the Company. No shares of Series A Convertible Preferred Stock currently are
outstanding and none are being registered hereunder.
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Series B
Preferred Stockholders of the Company are entitled to one vote for each share in
the election of directors and in all other matters to be voted on by the
stockholders. There is no cumulative voting in the election of directors. The
one million shares of Series B Preferred Stock shall have an aggregate voting
power of 40% of the combined voting power of the entire Company’s shares, Common
Stock and Preferred Stock as long as the Company is in existence. Holders of
Series B Preferred Stock are not entitled to receive such dividends as may be
declared from time to time by the Board of Directors with respect to the Common
Stock. In the event of liquidation, dissolution or winding up of the Company,
holders of Series B Preferred Stock shall be entitled to share ratably, prior
and in preference to any distribution of any of the assets of the Company to the
holders of Common Stock and any other series of Series B Preferred Stock ranking
junior to the Series B Preferred Stock, in all assets remaining after payment of
liabilities. The holders of Preferred B Stock have no pre-emptive or conversion
rights and are not subject to further calls or assessments.
Warrants
The
Company issued to its investors relation consultant, warrants to purchase up to
66,667 shares of its common stock. The warrants have a term of two years, are
exercisable at $1.50 per share, subject to the usual adjustments for certain
corporate events.
Transfer
Agent and Registrar
Our
independent stock transfer agent is Interwest Transfer Co., Inc. 1981 East 4800
South Suite 100, Salt Lake City, UT 84117. Their phone number is
801-272-9294.
Item
2. Exhibits
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3.1
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Certificate
of Incorporation (1)
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3.2
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Amended
and Restated Certificate of Incorporation (1)
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3.3
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Bylaws
(1)
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3.4
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Amendment
to Articles of Incorporation is incorporated by reference from Appendix I
of Registrant’s Definitive Information Statement on Schedule 14C filed wit
the SEC on March 12, 2009
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4.0
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Stock
Certificate (1)
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4.1
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2009
Stock Option/Stock Issuance Plan is incorporated by reference from
Registrant’s Statement of Form S-8 filed with the SEC on May 29,
2009
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10.1
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Designation
Certificate of Series A Preferred Stock (2)
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10.2
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Designation
Certificate of Series B Preferred Stock
(2)
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(1)
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Filed
as an exhibit to the Company’s registration statement on Form SB-2, as
filed with the Securities and Exchange Commission on May 12, 2006, and
incorporated herein by this reference.
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(2)
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Filed
as an exhibit to the Company’s current report on Form 8-K, as filed with
the Securities and Exchange Commission on December 31, 2008, and
incorporated herein by this
reference.
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3
SIGNATURE
Pursuant to the requireme4nts of
Section 12 of the Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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China
XD Plastic Company Limited |
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By:
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/s/ Jie
Han |
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Jie
Han |
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President
and CEO |
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| Date:
November 13, 2009 |
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