Webplus: CXDC/20190312/8-K/2_EX-10.1/000.htm SEC Original: ex10x1.htm
SER V ICE AGREEMENT This Service Agreement (“Agreement”) is entered into as of the 6th day of March, 2019 (“Effective Date”) between China XD Plastics Company Limited (hereinafter referred to as the “Company”) and Xin Li, (hereinafter referred to as the “Director”), to provide the terms under which the Director shall perform his functions as an elected independent member and
s:8731:" EX-10.1 2 ex10x1.htm EXHIBIT 10.1
This Service Agreement (“Agreement”) is entered into as of the 6th day of March, 2019 (“Effective Date”) between China XD Plastics Company Limited (hereinafter
referred to as the “Company”) and Xin Li, (hereinafter referred to as the “Director”), to provide the terms under which the Director shall perform his functions as an elected independent member and audit committee Chairman of the Board of Directors of the Company during his respective terms.
WHEREAS, the Company’s business consists of the development, manufacture and sale of polymer composite materials, primarily for use in automotive applications thereto (the “Business”) and the Company is a public company subject to the securities laws and rules and other applicable laws and rules of the United States.
WHEREAS, the Company recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the terms and conditions set forth herein; and
WHEREAS, the Independent Director is prepared to commit to such services in return for specific arrangements, compensation and other benefits on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director do hereby agree as follows:
1. DUTIES OF THE INDEPENDENT DIRECTOR:
1.1 The Director shall care out his duty as an independent director to the Company and shall make himself available to perform such functions in keeping with all the applicable laws, rules, and regulations of the United States of America, including, not limited to, the applicable securities laws and the laws of the State of Nevada.
1.2 The Director hereby agrees faithfully to render the service expected of an independent director and to promote the interests of the Company to the best of his ability and keep his duty of care, confidentiality and loyalty, among other duties. The Director further agrees tn devote the necessary time, attention, skill, and best effort to the performance of his duties under this agreement. The Director shall not self-deal or do anything harmful to the interest of the Company or its shareholders and shall not engage in any insider trading or similar activities.
1.3 The Director shall maintain his standing and capacity as an “independent director” under the rules of the Securities and Exchange Commission and the rules and regulations of relevant stock exchanges, and shall not engage in any employment or service with the Company or otherwise that may impair such standing.
1.4 The Director shall serve on the audit committee and the compensation committee in his capacity as an independent director.
2. COMPENSATION AND EXPENSES
During his term as a Director until the end of his function as a Director:
2.1 The Company agrees to pay $5,000 per month ($60,000 annual) for services as such and for services as the chairperson of the Audit Committee.
2.2 The Company shall promptly pay or reimburse the Director for all reasonable expenses actually and properly (in accordance with the Company’s policy) incurred or paid by him in connection with the performance of his services under the Agreement (including, without limitation, travel expenses) upon presentation of expense statements or vouchers or such other supporting documentation in such
form and containing such information as the Company may from time to time require. Any expense above $500 shall be pre-approved by the Company.
2.3 The Company shall have appropriate Director and Officer Insurance coverage in place prior to the signing of this Agreement.
The Company shall indemnify the Director to the full extent permitted by the General Corporation Law of the State of Nevada.
4.1 This Agreement expresses the entire understanding and agreement of the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating in any way to the subject manner of this Agreement. This Agreement cannot be modified, amended, or supplemented except by a written instrument or instruments executed by each of the parties hereto.
4.2 This Agreement shall have a term during the period director serves as an director of the Company until such time that he is removed by the board of directors by a majority vote or not elected by the next shareholder meeting, whichever comes earlier.
4.3 This Agreement shall be governed by and construed under the laws of the State of Nevada. If any provision of this Agreement shall be invalid or unenforceable, this Agreement shall be deemed amended but only to the extent required to make it valid and enforceable, and this Agreement as thereby amended shall remain in full force and effect.
4.4 Arbitration is the only and exclusive remedy to the parties for any dispute arising from this agreement. The Parties hereby expressly waive the right to sny jury or non-jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration tribunal under the auspices of the American Association in the City of New York with such tribunal composed of three arbitrators of which one is selected by each party and the third one selected by the two arbitrators already selected respectively by the parties.
4.5 The award of the tribunal shall be exclusive, binding, final and enforceable against the parties. In any arbitration arising out of this Agreement, the prevailing party shall be entitled to request, and receive an amount as and for the reasonable counsel fees and expenses incurred by the prevailing party in connection with such action, proceeding, or arbitration.
IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the day and year first above written.
Signed:/s/ Xin Li
Signed: /s/ Jie Han
Name in Print: Xin Li
Name in Print: Jie Han
Title: Independent Director & Chairman of the Audit Committee
Date: March 6, 2019
Title: Chairman, CEO
Date: March 6, 2019
Webplus: CXDC/20190312/8-K/3_EX-99.1/000.htm SEC Original: ex99x1.htm
China XD Plastics Company Limited Announces Departure of Independent Director HARBIN, China, March 12, 2019 /PRNewswire/ — China XD Plastics Company Limited (NASDAQ: CXDC) (“China XD Plastics” or the “Company”), one of China’s leading specialty chemical players engaged in the development, manufacture and sale of modified plastics primarily for automotive applications, today announced that Joseph Chow, one of the Company’s
s:5506:" EX-99.1 3 ex99x1.htm EXHIBIT 99.1
China XD Plastics Company Limited Announces Departure of Independent Director
HARBIN, China, March 12, 2019 /PRNewswire/ -- China XD Plastics Company Limited (NASDAQ: CXDC) ("China XD Plastics" or the "Company"), one of China's leading specialty chemical players engaged in the development, manufacture and sale of modified plastics primarily for automotive applications, today announced that Joseph Chow, one of the Company's independent directors and chairman of its Audit Committee, tendered his resignation from the board of directors on March 6, 2019 for personal reason, effective immediatelyand that Xin Li had accepted appointment to fill the director vacancy created by Mr. Chow’s resignation. Upon Mr. Chow’s resignation, he also ceased to be a member of each of the Company's Audit Committee and Compensation Committee of the Company. On the same date, the Company’s Board of Directors (the “Board”) appointed Xin Li to serve as a director of the Company. The Board also appointed Mr. Li as a member and the chairman of the Audit Committee of the Board and a member of the Nominating Committee of the Board.
About China XD Plastics Company Limited
China XD Plastics Company Limited, through its wholly-owned subsidiaries, develops, manufactures and sells polymer composites materials, primarily for automotive applications. The Company's products are used in the exterior and interior trim and in the functional components of 29 automobile brands manufactured in China, including without limitation, AUDI, Mercedes Benz, BMW, Toyota, Buick, Chevrolet, Mazda, Volvo, Ford, Citroen, Jinbei and VW Passat, Golf, Jetta, etc. The Company's wholly-owned research center is dedicated to the research and development of polymer composites materials and benefits from its cooperation with well-known scientists from prestigious universities in China. As of December 31, 2017, 444 of the Company's products have been certified for use by one or more of the automobile manufacturers in China. For more information, please visit the Company's English website at http://www.chinaxd.net, and the Chinese website at http://www.xdholding.com.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's growth potential in international markets; the effectiveness and profitability of the Company's product diversification strategy; the impact of the Company's product mix shift to more advanced products and related pricing policies; the effectiveness, profitability, and the marketability of its the ongoing mix shift to more advanced products; and the prospect of the Company's Southwest China facility, and its penetration into Southwest China. These forward-looking statements can be identified by terminology such as "will," "expect," "project," "anticipate," "forecast," "plan," "believe," "estimate" and similar statements. Forward-looking statements involve inherent risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the global economic uncertainty could further impair the automotive industry and limit demand for our products; fluctuations in automotive sales and production could have a material adverse effect on our results of operations and liquidity; our financial performance may be affected by the prospect of our Dubai facility and the associated expansion into Middle East, Europe and other parts of Asia; the withdrawal of preferential government policies and the tightening control over the Chinese automotive industry and automobile purchase restrictions imposed in certain major cities may limit market demand for our products; the slowing of Chinese automotive industry's growth; the concentration of our distributors, customers and suppliers; and other risks detailed in the Company's filings with the Securities and Exchange Commission and available on its website at http://www.sec.gov. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
China XD Plastics Mr. Taylor Zhang, CFO (New York) Phone: +1 (212) 747-1118 Email: email@example.com
SOURCE China XD Plastics Company Limited
Webplus: CXDC/20190312/8-K/1/000.htm SEC Original: cxdc_8k.htm
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 12, 2019, China XD Plastics Company Limited (the “Company”) announced that Joseph Chow resigned from the Company’s Board of Directors (the “Board”), and that Xin Li had accepted appointment to fill the director vacancy created by Mr. Chow’s
s:6196:" 8-K 1 cxdc_8k.htm FORM 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2019, China XD Plastics Company Limited (the “Company”) announced that Joseph Chow resigned from the Company’s Board of Directors (the “Board”), and that Xin Li had accepted appointment to fill the director vacancy created by Mr. Chow’s resignation. Prior to his resignation, Mr. Chow served as chairman of the Audit Committee and a member of the Nominating Committee of the Board. Mr. Chow indicated his decision to resign from the Company’s Board was based on his personal reason. There were no disagreements between Joseph Chow and the Company on any matter relating to the Company's operations, policies or practices which resulted in his resignation.
Mr. Chow’s written notice of resignation was received and accepted by the Board on March 6, 2019. On the same date, the Board appointed Xin Li to serve as a director of the Company. The Board also appointed Mr. Li as a member and the chairman of the Audit Committee of the Board and a member of the Nominating Committee of the Board.
Mr. Li Xin has extensive experience in capital market and corporate financial management. Mr. Li is currently serving as the chief financial officer of AirMedia Group Inc. Prior to joining the Company, Mr. Li was an assistant to president and the Chief Financial Officer of Grass Green Group, where he led several domestic and international investments and M&A projects. Before joining Grass Green Group, Mr. Li was the managing director of CICFH Fund Management Co., Ltd. (the "CICFH") in 2016 and 2017. Prior to joining CICFH, Mr. Li held senior professional positions in several large investment institutions. Mr. Li received an MBA degree from Duke University in 2006 and a bachelor's degree in international finance from Tsinghua University in 1999.
The Board has determined that Mr. Li qualifies as the“audit committee financial expert” and an independent member of our Board of Directors under Rule 5605(c)(2)(A) and Rule 5605(a) of the listing standards of the Nasdaq Stock Market, respectively. The Company believes that with the appointment of Mr. Li to the Audit Committee, the Company will stay compliance with Rule 5605(c) of the listing standards of the Nasdaq Stock Market.
There are no family relationships between Mr. Li and any of the executive officers or directors of the Company. There are no any arrangement or understanding between Mr. Li and other persons pursuant to which Mr. Li was elected as a director of the Board. For the fiscal year ended December 31, 2018, there have been no transactions nor are there any currently proposed transactions to which the Company was or is to be a party in which Mr. Li or any member of his immediate family had has or will have a direct or indirect material interest.
In connection with Mr. Li’s appointment to the Board, the Company entered into a service agreement with Mr. Li, pursuant to which Mr. Li is entitled to receive cash compensation of $5,000 per month.
Item 9.01 Financial Statements and Exhibits.
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.
Dated: March 12, 2019
CHINA XD PLASTICS COMPANY LIMITED
/s/ Jie HAN
Chief Executive Officer
Ticker: CXDC, Company: China XD Plastics Co Ltd, Type: 8-K, Date: 2019-03-12CIK: 0001353970, Location: NY, SIC: 3086, SIC Desc: PLASTICS FOAM PRODUCTS
Business Phone & Address:
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