EQUITY CONTRIBUTION and voting AGREEMENTEquity Contribution and Voting Agreement • June 15th, 2020 • Han Jie • Plastics foam products • Nevada
This EQUITY CONTRIBUTION AND VOTING AGREEMENT (this “Agreement”), is made and entered into as of June 15, 2020 by and among Faith Dawn Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), and certain stockholders of China XD Plastics Company Limited, a Nevada corporation (the “Company”), listed on Schedule A hereto (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONSORTIUM AGREEMENTConsortium Agreement • February 17th, 2017 • Han Jie • Plastics foam products • Hong Kong
THIS CONSORTIUM AGREEMENT (this "Agreement") is dated as of February 16, 2017 and is entered into by and among Jie Han ("Founder"), XD. Engineering Plastics Company Limited, a company incorporated in the British Virgin Islands and wholly owned by Founder ("XD Engineering") and MSPEA Modified Plastics Holding Limited, an affiliate of Morgan Stanley Private Equity Asia III, Inc. ("MSPEA"). Each of Founder, XD Engineering and MSPEA is referred to herein as a "Party", and collectively, the "Parties".
June 15, 2020Equity Commitment Letter • June 15th, 2020 • Han Jie • Plastics foam products • Nevada
Mr. Jie Han (the “Sponsor”) is pleased to offer this commitment, subject to the terms and conditions contained in this letter agreement (“Agreement”), to purchase, or cause the purchase of, directly or indirectly, equity interests of Faith Dawn Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”). Reference is made to the Agreement and Plan of Merger, to be entered into concurrently with this Agreement (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Parent, Faith Horizon Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and China XD Plastics Company Limited, a Nevada corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving that merger on the terms and conditions set forth in the Merger Agreement (the “Merger”). In the Merger
AMENDMENT NO. 1 TO THE MERGER AGREEMENTMerger Agreement • December 14th, 2020 • Han Jie • Plastics foam products
This AMENDMENT NO. 1 TO THE MERGER AGREEMENT, dated as of December 13, 2020, is entered into by and among China XD Plastics Company Limited, a Nevada corporation (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 a wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
LIMITED GUARANTEELimited Guarantee • June 15th, 2020 • Han Jie • Plastics foam products • Nevada
LIMITED GUARANTEE, dated as of June 15, 2020 (this “Limited Guarantee”), by Mr. Jie Han (the “Guarantor”), in favor of China XD Plastics Company Limited, a Nevada corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Guaranteed Party, 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 a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 2 TO THE MERGER AGREEMENTMerger Agreement • February 8th, 2021 • Han Jie • Plastics foam products
This AMENDMENT NO. 2 TO THE MERGER AGREEMENT (this “Amendment”), dated as of February 7, 2021, is entered into by and among China XD Plastics Company Limited, a Nevada corporation (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 a wholly-owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company may hereafter be referred to as a “Party” in their individual capacities and as “Parties” collectively.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 2019 • Han Jie • Plastics foam products • Nevada
THIS STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of [●], is made and entered into between (i) [●] holder of PRC identity card number [●] (the “Seller”); (ii) XD. Engineering Plastics Company Limited, a company incorporated in the British Virgin Islands (the “Buyer”); and (iii) China XD Plastics Company Limited, a Nevada corporation (the “Company”). The Seller, the Buyer and the Company are hereinafter referred to collectively as the “Parties” and individually as a “Party.”
TERMINATION AGREEMENTTermination Agreement • May 12th, 2021 • Han Jie • Plastics foam products
This Termination Agreement (“Termination Agreement”) is made and entered into as of May 12, 2021, by and among XD. Engineering Plastics Company Limited, Jie Han, Faith Dawn Limited and Faith Abundant Limited (each a “Party,” and collectively the “Parties”). Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by the Parties (the “Schedule 13D”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 15th, 2020 • Han Jie • Plastics foam products
The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them without the necessity of filing additional joint filing agreements. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
