CUSIP No. 63945X103
|
SC 13D |
Page 2
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,002,100
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,002,100
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.90%*
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 63945X103
|
SC 13D |
Page 3
|
1
|
NAME OF REPORTING PERSONS
MS HOLDINGS INCORPORATED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 63945X103
|
SC 13D |
Page 4
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
HC, CO
|
CUSIP No. 63945X103
|
SC 13D |
Page 5
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 63945X103
|
SC 13D |
Page 6
|
1
|
NAME OF REPORTING PERSONS
NORTH HAVEN PRIVATE EQUITY ASIA III, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
☒ |
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 63945X103
|
SC 13D |
Page 7
|
1
|
NAME OF REPORTING PERSONS
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
(F/K/A MORGAN STANLEY PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 63945X103
|
SC 13D |
Page 8
|
1
|
NAME OF REPORTING PERSONS
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 63945X103
|
SC 13D |
Page 9
|
1
|
NAME OF REPORTING PERSONS
MSPEA MODIFIED PLASTICS HOLDING LIMITED
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☒
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☒ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.89%*
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 63945X103
|
SC 13D |
Page 10
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to be Filed as Exhibits
|
CUSIP No. 63945X103
|
SC 13D |
Page 11
|
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration. |
CUSIP No. 63945X103
|
SC 13D |
Page 12
|
Item 4. | Purpose of Transaction. |
CUSIP No. 63945X103
|
SC 13D |
Page 13
|
Item 5. | Interest in Securities of the Issuer. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
CUSIP No. 63945X103
|
SC 13D |
Page 15
|
Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.10
|
|
Exhibit 99.11
|
MORGAN STANLEY
|
||||
By:
|
/s/ Stefanie Chang Yu | |||
Name:
|
Stefanie Chang Yu
|
|||
Title:
|
Authorized Signatory
|
|||
MS HOLDINGS INCORPORATED
|
||||
By:
|
/s/ Christopher H. Norris | |||
Name:
|
Christopher H. Norris
|
|||
Title:
|
Director / President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.
|
||||
By:
|
/s/ David N. Miller | |||
Name:
|
David N. Miller
|
|||
Title:
|
Director / President / Managing Director
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.
|
||||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
|||
By:
|
/s/ David N. Miller | |||
Name:
|
David N. Miller
|
|||
Title:
|
President
|
|||
NORTH HAVEN PRIVATE EQUITY ASIA III, L.P.
|
||||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
|||
By:
|
Morgan Stanley Private Equity Asia III, Inc., its managing member
|
|||
By:
|
/s/ David N. Miller | |||
Name:
|
David N. Miller
|
|||
Title:
|
President
|
NORTH HAVEN PRIVATE EQUITY ASIA EMPLOYEE INVESTORS III, L.P.
|
||||
By:
|
Morgan Stanley Private Equity Asia III, L.L.C., its general partner
|
|||
By:
|
Morgan Stanley Private Equity Asia III, Inc. its managing member,
|
|||
By:
|
/s/ David N. Miller | |||
Name:
|
David N. Miller
|
|||
Title:
|
President
|
|||
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD
|
||||
By:
|
/s/ Ivan John Sutlic | |||
Name:
|
Ivan John Sutlic
|
|||
Title:
|
Director
|
|||
MSPEA MODIFIED PLASTICS HOLDING LIMITED
|
||||
By:
|
/s/ Ivan John Sutlic | |||
Name:
|
Ivan John Sutlic
|
|||
Title:
|
Director
|
Name
|
Title
|
*James P. Gorman1
|
Chairman of the Board and Chief Executive Officer
|
*Elizabeth Corley2
|
Director
|
*Alistair Darling3
|
Director
|
*Thomas H. Glocer
|
Director
|
*Nobuyuki Hirano4
|
Chairman of Mitsubishi UFJ Financial Group, Inc.
|
*Robert H. Herz
|
President, Robert H. Herz LLC
|
*Stephen J. Luczo
|
Chairman of Seagate Technology
|
*Jami Miscik
|
Chief Executive Officer and Vice Chair, Kissinger Associates, Inc.
|
*Dennis M. Nally
|
Director
|
*Takeshi Ogasawara5
|
Advisor to MUFG Bank, Ltd.
|
*Hutham S. Olayan
|
Chair, Principal and Director of The Olayan Group
|
*Mary L. Schapiro
|
Director
|
*Perry M. Traquina
|
Director
|
*Rayford Wilkins, Jr.
|
Director
|
Jeffrey S. Brodsky
|
Executive Vice President and Chief Human Resources Officer
|
Eric F. Grossman
|
Executive Vice President and Chief Legal Officer
|
Keishi Hotsuki6
|
Executive Vice President and Chief Risk Officer
|
Jonathan M. Pruzan
|
Executive Vice President and Chief Financial Officer
|
Daniel A. Simkowitz
|
Head of Investment Management
|
Name
|
Title
|
Address
|
||
Susan Louise Ludwigson
|
Director
|
1221 Avenue of the Americas, New York 10020, United States
|
||
Christopher H. Norris
|
Director and President
|
1585 Broadway, New York, New York 10036, United States
|
||
Terence Avella
|
Vice President
|
1221 Avenue of the Americas, New York 10020, United States
|
||
Katherine Clune
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Robert J. Creaney
|
Vice President
|
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
|
||
Margaret T. Dugan
|
Assistant Secretary
|
1633 Broadway, New York, New York 10019, United States
|
||
Elisabeth Fedyna
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Aaron Guth
|
Secretary
|
1633 Broadway, New York, New York 10019, United States
|
||
Christina Huffman
|
Vice President
|
1633 Broadway, New York, New York 10019, United States
|
||
Jason Koenig
|
Vice President
|
522 Fifth Avenue, New York, New York 10036, United States
|
||
Craig Krasinski
|
Vice President
|
100 Front Street, West Conshohocken, Pennsylvania 19428, United States
|
||
Noel C. Langlois
|
Vice President
|
100 Front Street, West Conshohocken, Pennsylvania 19428, United States
|
||
Tushar Mehta
|
Vice President
|
1221 Avenue of the Americas, New York 10020, United States
|
||
Andrew C. Onslow
|
Vice President
|
522 Fifth Avenue, New York, New York 10036, United States
|
||
Humberto Reboredo
|
Vice President
|
1221 Avenue of the Americas, New York 10020, United States
|
||
Sheri Lynn Schreck
|
Vice President
|
522 Fifth Avenue, New York NY 10036, United States
|
||
Kevin J.W. Sheehan
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Jacob E. Tyler
|
Assistant Secretary
|
1633 Broadway, New York, New York 10019, United States
|
||
Robert A. Vesey
|
Treasurer
|
1585 Broadway, New York NY 10036, United States
|
Name
|
|
Title
|
|
Address
|
|
|
|
|
|
Hsuan Chin Chou
|
|
Director
|
|
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
|
David N. Miller
|
Director & President & Managing Director
|
1585 Broadway, New York, New York 10036, United States
|
||
John J. Moon
|
|
Director
|
|
1585 Broadway, New York, New York 10036, United States
|
Joshua Balik-Klein
|
|
Vice President
|
|
1585 Broadway, New York, New York 10036, United States
|
Daniel A. Bleeker
|
Vice President & Assistant Secretary
|
1633 Broadway, New York, New York 10019, United States
|
||
Judy Choi
|
Executive Director
|
1585 Broadway, New York, New York 10036, United States
|
||
Karen Cohen
|
Vice President
|
1585 Broadway, New York, New York 10036, United States
|
||
Emrah Ertamay
|
Vice President
|
750 Seventh Avenue, New York, New York 10019, United States
|
||
Rich Eskra
|
Vice President
|
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
|
||
Jason Hirsch
|
|
Vice President
|
|
1221 Avenue of the Americas, New York NY 10020, United States
|
Kasia Mello
|
Vice President
|
1585 Broadway, New York, New York 10036, United States
|
||
Dmitriy Muchnik
|
Vice President
|
1585 Broadway, New York, New York 10036, United States
|
||
Christopher H. Norris
|
|
Vice President
|
|
1585 Broadway, New York, New York 10036, United States
|
Joseph Giovanniello
|
|
Vice President
|
|
750 Seventh Avenue, New York, New York 10019, United States
|
Anita Rios
|
|
Treasurer
|
|
1585 Broadway, New York, New York 10036, United States
|
Kara Fricke
|
|
Vice President & Secretary
|
|
522 Fifth Avenue, New York, New York 10036, United States
|
Mohammad Ali Sheikh
|
|
Vice President
|
|
750 Seventh Avenue, New York, New York 10019, United States
|
Robert J. Creaney
|
|
Vice President
|
|
440 South LaSalle St., Chicago, Illinois 60605, United States
|
Carlos A. Santiago
|
Vice President
|
522 Fifth Avenue, New York, New York 10036, United States
|
||
Giselle Lopez-Velasco
|
|
Vice President
|
|
1221 Avenue of the Americas, New York, New York 10020, United States
|
Fred (Feng) Wang
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Amy Yeung
|
Vice President
|
750 Seventh Avenue, New York, New York 10019, United States
|
Name
|
Title
|
Address
|
||
Christopher H. Norris
|
Vice President
|
1585 Broadway, New York, New York 10036, United States
|
||
Robert J. Creaney
|
Assistant Treasurer
|
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
|
||
Anita Rios
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Ivan John Sutlic*
|
Director
|
108 Roxborough Street, Prospect, Grand Cayman, Cayman Islands
|
||
Jason Hirsch
|
Vice President and Assistant Treasurer
|
1221 Avenue of the Americas, New York, New York 10020, United States
|
Name
|
Title
|
Address
|
||
Robert J. Creaney
|
Assistant Treasurer
|
440 South LaSalle St., One Financial Place, Chicago, Illinois 60605, United States
|
||
Anita Rios
|
Assistant Treasurer
|
1585 Broadway, New York, New York 10036, United States
|
||
Jason Hirsch
|
Assistant Treasurer
|
1221 Avenue of the Americas, New York, New York 10020, United States
|
||
Ivan John Sutlic*
|
Director
|
108 Roxborough Street, Prospect, Grand Cayman, Cayman Islands
|
||
Homer Sun
|
Director
|
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
|
Sincerely,
|
|||
MSPEA Modified Plastics Holding Limited
|
|||
By:
|
/s/ Ivan John Sutlic | ||
Name:
|
Ivan John Sutlic | ||
Title:
|
Authorized Signatory
|
Sincerely,
|
|||
MSPEA Modified Plastics Holding Limited
|
|||
By:
|
/s/ Ivan John Sutlic | ||
Name:
|
Ivan John Sutlic | ||
Title:
|
Authorized Signatory
|