Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2020, China XD Plastics Company Limited (the "Company") announced
that Qingwei Ma, Feng Li and Xin Li resigned from the Company's Board of
Directors (the "Board"), and that Huiyi Chen and Guanbao Huang had accepted the
appointments to fill the vacancies created by the resignations of Qingwei Ma,
Feng Li, and Xin Li. Prior to his resignation, Mr. Xin Li served as the chairman
of the Audit Committee and a member of the Nominating Committee of the Board.
Mr. Feng Li served as the chairman of the Compensation Committee, a member of
the Audit Committee and a member of the Nominating Committee. Mr. Ma was the
Chief Operating Officer and an executive director of the Board, and will
continue to serve as the Chief Operating Officer of the Company after his
resignation from the Board. Mr. Feng Li, Mr. Xin Li, and Mr. Ma all indicated
that their decisions to resign from the Company's Board were based on personal
reasons. There was no disagreement between Mr. Feng Li and the Company, Mr. Xin
Li and the Company, or Mr. Ma and the Company on any matters relating to the
Company's operations, policies or practices which resulted in their
resignations.
The written notices of resignation of Mr. Xin Li, Mr. Feng Li, and Mr. Qingwei
Ma were received on January 1, 2020 and accepted by the Board on January 2,
2020. On January 2, 2020, the Board appointed Huiyi Chen and Guanbao Huang to
serve as directors of the Company. The Board appointed Mr. Chen as the chairman
of the Audit Committee of the Board and a member of the Nominating Committee of
the Board. The Board also appointed Mr. Huang as the chairman of the
Compensation Committee and a member of the Audit Committee of the Board.
Mr. Huang has been engaged in the teaching and research of polymer materials for
more than twenty years. His research areas include polyester synthesis and
modification, resin-based fiber reinforced materials, and cellulose processing.
Mr. Huang has published more than 50 academic papers and co-authored or
translated three books, and has been the associate professor of Beijing
Institute of Fashion Technology since 1994. Mr. Huang's project on "High
Viscosity Polyester Chip" won the third prize of National Science and Technology
Progress Award in 1993, and his project on "Disperse Dyes Atmospheric Pressure
Dyeable Copolyether Ester (EDDP-1) and Fiber" won the second prize of Beijing
Municipal Science and Technology Progress in 1999. In 1997, Mr. Huang received
the first prize of the first Hong Kong Sang Ma Foundation Science and Technology
Award. He currently served as the deputy chairman of Beijing Chaoyang District
Committee, China Democratic National Construction Association, and the director
for Liyang Huajing Polyester Green Catalyst Co., Ltd. and the director of
Shaanxi Zhongxin Biodegradable Materials Co., Ltd.
Mr. Chen has extensive experience in financial management in the banking
industry. He has held supervisory and management positions in the Industrial and
Commercial Bank of China Limited, the People's Bank of China, and the Bank of
Communication, respectively. From 2000 to 2016, Mr. Chen served as a credit
officer and vice president of the Heilongjiang Branch of the Bank of
Communication. He was the president of the Harbin Branch of the Bank of
Communication from 1999 to 2000. From 1986 to 1999, Mr. Chen worked in the
People's Bank of China and served as the deputy director for the Heilongjiang
Branch and the Shenyang Branch, the vice president for the Qiqihar Center
Branch, and the vice president and the president of the Fuyu County Branch. From
1984 to 1986, Mr. Chen served as the vice president for the Industrial and
Commercial Bank of China's Fuyu County Branch. Mr. Chen graduated from
Heilongjiang Banking Professional School in 1983.
The Board has determined that Mr. Chen qualifies as an "audit committee
financial expert" under Item 407(d)(5)(ii) and (iii) of Regulation S-K and
satisfies the "independence" requirement for independent 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. Chen
to the Audit Committee, the Company will stay compliant with Rule 5605(c) of the
listing standards of the Nasdaq Stock Market.
The Board has also determined that Mr. Huang satisfies the "independence"
requirement for independent directors and for audit committee and compensation
committee members as defined in Rule 5605(a)(2), Rule 5605 (c) and Rule 5605(d)
of the listing standards of The Nasdaq Stock Market, respectively, and that Mr.
Huang is financially literate and sophisticated. The Company believes that with
the appointment of Mr. Huang to the Audit Committee and the Compensation
Committee, the Company will stay compliant with Rule 5605(c) and Rule 5605 (d)
of the listing standards of the Nasdaq Stock Market.
There is no family relationship between Mr. Chen and any of the executive
officers or directors of the Company, nor is there any family relationship
between Mr. Huang and any of the executive officers or directors of the Company.
There is no arrangement or understanding between Mr. Chen and other persons, or
between Mr. Huang and other persons pursuant to which Mr. Chen or Mr. Huang were
elected as directors of the Board. For the fiscal years ended December 31, 2018
and 2019, there had been no transaction to which the Company was a party in
which Mr. Chen or Mr. Huang or any member of their immediate family had a direct
or indirect material interest, nor is there any currently proposed transition to
which the Company is to be a party in which Mr. Chen or Mr. Huang or any member
of their immediate family will have a direct or indirect material interest.
In connection with Mr. Chen and Mr. Huang's appointments to the Board, the
Company entered into a service agreement with each of them, pursuant to which
Mr. Chen is entitled to receive cash compensation of $5,000 per month, and Mr.
Huang is entitled to receive cash compensation of RMB10,000 per month.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Service Agreement with Huiyi Chen
10.2 Service Agreement with Guanbao Huang
99.1 Press Release dated January 2, 2020
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