Faith Dawn Limited entered into a preliminary and non-binding proposal letter to acquire 50.6% stake in China XD Plastics Company Limited (NasdaqGM:CXDC) for $37.2 million on May 7, 2020. Under the terms, the buyers will pay $1.1 per share of China XD Plastics Company Limited. Faith Dawn Limited entered into an agreement to acquire 50.6% stake in China XD Plastics Company Limited (NasdaqGM:CXDC) for $40.6 million on June 15, 2020. The offer price is increased to $1.2 per share from $1.1 per share. The transaction will be financed with the combination of debt and equity capital. Jie Han, owner of Faith Dawn Limited together with his other entity owned 33.06 million common shares and all 1 million issued preferred shares (Excluded Shares). All these excluded shares, at effective time, be automatically cancelled and cease to exist, without payment of any payment of merger consideration. The proposal letter states that the equity portion of the financing would be provided by the buyer group in the form of cash and rollover equity in China XD Plastics Company Limited and through available cash at the China XD Plastics Company Limited, and that the debt portion of the financing would be provided by loans from third party financial institutions, if required. In case of termination due to certain circumstances, China XD Plastics Company shall pay $1 million while Faith Dawn will pay $2 million. Upon-completion, China XD Plastics Company will be de-listed. The transaction is subject to various closing conditions including the approval of China XD’s shareholders and Board of Directors. The board of China XD Plastics Company Limited intends to form a special committee of independent directors to consider this proposal. The board expects that the Special Committee will retain independent advisors, including an independent legal and financial advisor, to assist it in its review of the proposed transaction. The Board of Directors of China XD acting on the recommendation of a special committee of independent and disinterested directors unanimously approved the transaction on June 15, 2020. The transaction is unanimously approved by the Board of Faith Dawn Limited. The shareholders of China XD Plastics Company approved the transaction on November 5, 2020. The transaction is expected to complete on the third quarter of 2020. On December 13, 2020, China XD Plastics Company entered into an amendment agreement to extend termination date of merger to February 7, 2021. On February 7, 2021, China XD Plastics Company entered into an second amendment agreement so as to further extend the Termination Date from February 7, 2021 to May 10, 2021.. The special committee of the Board of Directors and the board of directors of China XD Plastics both approved the amendment. Ke Geng, Alan Bao, Aaron Xin and Nima Amini of O'Melveny & Myers LLP acted as legal advisors to Faith Dawn Limited. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to China XD Plastics Company Limited. Duff & Phelps, LLC acted as financial advisor and fairness opinion provider while Stephanie Tang and William (Bill) M. Regan of Hogan Lovells US LLP acted as legal advisors to the special committee of independent directors of China XD Plastics Company Limited. Duff & Phelps, LLC will be paid an advisory fee of $0.55 million for its opinion. Faith Dawn Limited cancelled the acquisition of 50.6% stake in China XD Plastics Company Limited (NasdaqGM:CXDC) on May 8, 2021.