SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CHINA XD PLASTICS COMPANY LIMITED

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

16948F107

(CUSIP Number)

April 12, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note; This amendment is being filed to update certain information and to provide, as an exhibit, a letter sent by Glenhill Advisors, LLC to the Board of Directors of the Issuer, dated April 12, 2019. The Reporting Persons have not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to § 240.13d-3(b), other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 16948F107

1	Names of Reporting Persons Glenhill Advisors, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:	5	Sole Voting Power 1,565,012
	6	Shared Voting Power 0
	7	Sole Dispositive Power 1,565,012
	8	Shared Dispositive Power 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,927,085
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
11	Percent of Class Represented by Amount in Row (9) 3.8%
12	Type of Reporting Person (See Instructions) IA, HC

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CUSIP No. 16948F107

1	Names of Reporting Persons Glenn J. Krevlin
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3	SEC Use Only
4	Citizenship or Place of Organization United States

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:	5	Sole Voting Power 1,890,262
	6	Shared Voting Power 36,823
	7	Sole Dispositive Power 1,890,262
	8	Shared Dispositive Power 36,823

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,927,085
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
11	Percent of Class Represented by Amount in Row (9) 3.8%
12	Type of Reporting Person (See Instructions) IN, HC

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CUSIP No. 16948F107

1	Names of Reporting Persons Glenhill Capital Advisors, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:	5	Sole Voting Power 0
	6	Shared Voting Power 1,565,012
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 1,565,012

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,927,085
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
11	Percent of Class Represented by Amount in Row (9) 3.8%
12	Type of Reporting Person (See Instructions) IA, HC

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CUSIP No. 16948F107

1	Names of Reporting Persons Glenhill Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With:	5	Sole Voting Power 0
	6	Shared Voting Power 1,565,012
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 1,565,012

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,927,085
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ☐
11	Percent of Class Represented by Amount in Row (9) 3.8%
12	Type of Reporting Person (See Instructions) IA, HC

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Item 1(a). Name of Issuer:

China XD Plastics Company Limited

Item 1(b). Address of Issuer’s Principal Executive Offices:

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

Harbin Development Zone, Heilongjiang Province, PRC 150060

Item 2(a). Name of Person Filing:

Glenhill Advisors, LLC, Glenn J. Krevlin, Glenhill Capital Advisors, LLC and Glenhill Capital Management, LLC.

Glenn J. Krevlin, is the managing member and control person of Glenhill Advisors, LLC, and is the sole shareholder of Krevlin Management, Inc. Krevlin Management, Inc. is the managing member of Glenhill Capital Advisors, LLC, which is the investment manager of Glenhill Capital Overseas Master Fund, LP, and Glenhill Long Fund, LP, each a security holder of the Issuer. Glenhill Advisors, LLC is the managing member of Glenhill Capital Management, LLC. Glenhill Capital Management, LLC is the managing member of Glenhill Long GP, LLC, and is sole shareholder of Glenhill Capital Overseas GP, Ltd. Glenhill Capital Overseas GP, Ltd. is general partner of Glenhill Capital Overseas Master Fund, LP. Glenhill Long GP, LLC is the general partner of Glenhill Long Fund, LP. Glenhill Capital Advisors, LLC is the investment manager for Glenhill Capital Overseas Master Fund LP and Glenhill Long Fund LP.

Item 2(b). Address of Principal Business Office or, if none, Residence:

600 Fifth Avenue, 11th Floor

New York, NY 10020

Item 2(c). Citizenship:

See the response(s) to Item 4 on the attached cover page(s).

Item 2(d). Title of Class of Securities:

Common Stock

Item 2(e). CUSIP Number:

16948F107

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable

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Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

(a) Amount Beneficially owned:

See the response(s) to Item 9 on the attached cover page(s).

(b) Percent of Class:

See the response(s) to Item 11 on the attached cover page(s), which was determined by dividing the number of shares beneficially held by the Reporting Person by 50,448,841, the number of shares of Common Stock issued and outstanding as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See the response(s) to Item 5 on the attached cover page(s).

(ii) Shared power to vote or to direct the vote:

See the response(s) to Item 6 on the attached cover page(s).

(iii) Sole power to dispose or to direct the disposition of:

See the response(s) to Item 7 on the attached cover page(s).

(iv) Shared power to dispose or to direct the disposition of:

See the response(s) to Item 8 on the attached cover page(s).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: April 12, 2019

GLENHILL ADVISORS, LLC
By:	/s/ GLENN J. KREVLIN
Name:	Glenn J. Krevlin
Title:	Managing Member
/s/ GLENN J. KREVLIN
Name: Glenn J. Krevlin
GLENHILL CAPITAL ADVISORS, LLC
By:	KREVLIN MANAGEMENT, INC.
	Managing Member
By:	/s/ GLENN J. KREVLIN
Name:	Glenn J. Krevlin
Title:	President
GLENHILL CAPITAL MANAGEMENT, LLC
By:	GLENHILL ADVISORS, LLC
	Managing Member
By:	/s/ GLENN J. KREVLIN
Name:	Glenn J. Krevlin
Title:	Managing Member

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EXHIBIT INDEX

Exhibit 99.1 Letter dated April 12, 2019 sent to the Board of Directors of the Issuer.

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EX-99.1

Exhibit 99.1

Glenhill Advisors, LLC

600 Fifth Avenue, 11^th Floor

New York, NY 10020

April 12, 2019

The Board of Directors

China XD Plastics Company Limited

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

Harbin Development Zone

Heilongjiang Province

P. R. China

Dear Sirs,

As you are aware, Glenhill Advisors, LLC and certain of its affiliates own or manage an aggregate of approximately 1,927,085 shares of common stock of China XD Plastics Company Limited (the “Company”). We understand that these entities are, in the aggregate, the largest minority stockholders of the Company. Certain of our investments have been held since 2013. Over the years we have had numerous calls and meetings with the senior management team of China Plastics seeking to understand the Company’s long-term strategy. We believe that we have been extremely patient and constructive shareholders.

On February 17, 2017, the Company announced that it had received a non-binding proposal, dated February 16, 2017, from its Chairman and Chief Executive Officer and other entities, including entities affiliated with Morgan Stanley (all such persons and entities, the “Buyer Consortium”) to acquire all the outstanding shares of common stock not previously owned by them in a “going private” transaction for US$5.21 per share of common stock in cash (the “Going Private Proposal”). The Company further announced that it had appointed a special committee (“Special Committee”) of three independent directors to consider the Going Private Proposal.

Since the date of the Going Private Proposal, no action appears to have been taken by the Special Committee or the Board to address or respond to the proposal. In fact, on May 15, 2017, Lawrence W. Leighton, the Chair of the Special Committee and also the Audit Committee Financial Expert and a member of the Nomination and the Compensation Committees, resigned as a director. In addition, Joseph Chow, who was appointed as an independent director of the Company on November 16, 2017, resigned on March 12, 2019. We can only surmise that these resignations were due, in part, to concerns with the direction and management of the Company.

As large stockholders of the Company, we have requested numerous times, through the Company’s Chief Financial Officer and director, Taylor Zhang, and Glenhill Advisors, LLC’s Morgan Stanley representative, to have a call or meeting with Morgan Stanley’s employees who serve on the Board, Homer Sun and Jun Xu. We have been advised that Morgan Stanley has refused our overtures.

We believe a fair deal is one where the existing stockholders of the Company have the opportunity to participate in the future upside following a going private transaction.

We encourage the Special Committee to meet and to consider the offer by the Buyer Consortium, and to disclose publicly the status of the negotiations. In addition to the $5.21 per share offered by the Buyer Consortium, we encourage the Buyer Consortium to revise its offer to also include a contingent value right (“CVR”) for 75% of the present minority equity economics, together with the closing cash component. This CVR for 75% of current equity ownership would entitle stockholders to receive a US dollar payout equal in value to the IPO value of a company listed in China or the equivalent share ownership of shares listed on any exchange where US citizens have the right to acquire shares.

The CVR would give stockholders future upside, and solve for any valuation disagreement among the parties. It’s a simple and fair solution in the context of a going private transaction. I am willing to engage in a dialogue with respect to the matters discussed above.

Very truly yours,

Glenhill Advisors, LLC

By: /s/ Glenn J. Krevlin   

Glenn J. Krevlin

Managing Member

cc:

China XD Plastics Company Limited

500 Fifth Avenue

Suite 938

New York, NY 10110

Homer Sun and Jun Xu

c/o Morgan Stanley Private Equity

International Commerce Centre

1 Austin Road West

Kowloon, Hong Kong

Xin Li

c/o AirMedia Group Inc.

17/F, Sky Plaza

No. 46 Dongzhimenwai Street

Dongcheng District, Beijing 100027

P.R. China