cxdc_10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________ to _____________
Commission File No. 001-34546
CHINA XD PLASTICS COMPANY LIMITED
(Exact name of registrant as specified in its charter)
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Nevada
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04-3836208
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(State or other jurisdiction of incorporation or organization)
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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, P. R. China
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150060
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (86) 451-8434-6600
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001
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NASDAQ Global Market
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes £ No T
Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes £ No £
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer £
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Accelerated filer £
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Non-accelerated filer £
(Do not check if a smaller reporting company)
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Smaller reporting company T
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No T
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2010 was approximately $50,732,576.
As of March 21, 2011, there were 47,628,367 issued and outstanding shares of the issuer’s common stock.
Documents incorporated by reference: None.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K filed by China XD Plastics Company Limited, a Nevada corporation (the “Company”), on March 31, 2011, is being filed solely to include, in Exhibit 23.1, a reference to the Company’s Registration Statement on Form S-3 (File No. 333-164027), as amended.
Except as specifically referenced herein, this Amendment No. 1 to the Annual Report on Form 10-K does not reflect any event occurring subsequent to March 31, 2011, the filing date of the original report, and no other changes have been made to the report.
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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Incorporated by Reference Herein from the Following Filing
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23.1
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Consent of Moore Stephens Hong Kong, an independent registered public accounting firm.
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Filed herewith
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31.1
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Certification of Principal Executive Officer Required Under Section 302 of Sarbanes-Oxley Act of 2002
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Filed herewith.
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31.2
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Certification of Principal Financial Officer Required Under Section 302 of Sarbanes-Oxley Act of 2002
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Filed herewith.
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer Required Under Section 906 of Sarbanes-Oxley Act of 2002
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Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CHINA XD PLASTICS COMPANY LIMITED
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Date: April 26, 2011
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/s/ Jie Han
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Jie Han
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Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
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Name
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Title
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Date
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/s/ Jie Han
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Chairman and Chief Executive Officer
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April 26, 2011
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Jie Han
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(Principal Executive Officer)
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/s/ Taylor Zhang
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Chief Financial Officer
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April 26, 2011
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Taylor Zhang
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(Principal Financial and Accounting Officer)
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/s/ Qingwei Ma
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Director
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April 26, 2011
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Qingwei Ma
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/s/ Lawrence Leighton
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Director
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April 26, 2011
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Lawrence Leighton
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/s/ Robert Brisotti
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Director
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April 26, 2011
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Robert Brisotti
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/s/ Yong Jin
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Director
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April 26, 2011
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Yong Jin
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/s/ Linyuan Zhai
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Director
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April 26, 2011
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Linyuan Zhai
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