EX-7.09 3 ex709.htm EXHIBIT 7.09 RESPONSE

Exhibit 7.09

 

 

 

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