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EX-99.1 - China XD Plastics Co Ltdex99-1.htm
8-K - China XD Plastics Co Ltdform8-k.htm

 

Exhibit 99.2

 

May 11, 2021

 

Via Email

 

The Special Committee of the Board of Directors

China XD Plastics Company Limited

No.9 Dalian North Road, Haping Road Centralized Industrial Park

Harbin Development Zone,

Heilongjiang Province

People’s Republic of China

 

Email: hljxd@chinaxd.net

 

Re: Notice of Termination

 

Reference is hereby made to that certain Agreement and Plan of Merger dated as of June 15, 2020 by and among China XD Plastics Company Limited, a Nevada corporation (“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”) (as amended, the “Merger Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Merger Agreement.

 

Reference is further made to that certain Notice of Termination dated May 8, 2021 issued by the Company to us (the “Notice of Termination”).

 

We write in response to the Notice of Termination. While we also regret that the transactions contemplated under the Merger Agreement cannot be completed as previously contemplated, we disagree with the allegations made in the Notice of Termination.

 

Nonetheless, in the interest of good faith and cooperation, Faith Dawn Limited acknowledges that the Company can terminate the Merger Agreement under Section 9.1(c)(iii) of the Merger Agreement and thus agrees to pay the Parent Termination Fee pursuant to Section 9.3(b) of the Merger Agreement under that basis.

 

  Sincerely,
     
  FAITH DAWN LIMITED
     
  By: /s/ Jie Han
  Name: Jie Han
  Title: Director

 

cc: Hogan Lovells  
  11th Floor, One Pacific Place, 88 Queensway  
  Hong Kong Special Administrative Region  
  Attention: Stephanie Tang, Esq.  
  Fax: +852 2219 0222  
  Email: Stephanie.Tang@hoganlovells.com