SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MORGAN STANLEY

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2019
3. Issuer Name and Ticker or Trading Symbol
China XD Plastics Co Ltd [ CXDC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
MORGAN STANLEY

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MS HOLDINGS INC

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III, L.L.C.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Haven Private Equity Asia III, L.P.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Haven Private Equity Asia Employee Investors III, L.P.

(Last) (First) (Middle)
1585 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD

(Last) (First) (Middle)
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MSPEA MODIFIED PLASTICS HOLDING LTD

(Last) (First) (Middle)
C/O SERTUS INC. (CAYMAN) LIMITED
GOV. SQ, STE #5204, 23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KYI-1104

(City) (State) (Zip)
Explanation of Responses:
Remarks:
(1) This form is filed by (i) Morgan Stanley ("MS Parent"), (ii) MS Holdings Incorporated ("MS Holdings"), (iii) Morgan Stanley Private Equity Asia III, Inc. ("MS Inc"), (iv) Morgan Stanley Private Equity Asia III, L.L.C. ("MS LLC"), (v) North Haven Private Equity Asia III, L.P. ("NH LP"), (vi) North Haven Private Equity Asia Employee Investors III, L.P. ("NH Employee"), (vii) Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, ("MSPEA Holdings") and (viii) MSPEA Modified Plastics Holding Limited ("MSPEA") (collectively, the "Reporting Persons"). MS Holdings is a wholly owned subsidiary of MS Parent. MS Inc is a wholly owned subsidiary of MS Holdings and is the managing member of MS LLC. MS LLC is the general partner of both NH LP and NH Employee. NH LP holds 92.13% of MSPEA Holdings and NH Employee holds 7.87% of MSPEA Holdings. MSPEA Holdings owns 100% of MSPEA. MSPEA has affirmed the appointment of its nominee to CXDC's board of directors, Mr. Ryan Law, who became the Issuer's director on April 26, 2019. By virtue of Mr. Ryan Law being the Issuer's director, each of the Reporting Persons is a director by deputization.* (2) This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Securities and Exchange Commission Release No. 34-39538 of 1998. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any such shares of common stock, par value $0.0001, of CXDC for purposes of Section 16 of the Securities Exchange Act, or for any other purpose, and each of the Reporting Persons expressly disclaims the beneficial ownership thereof except to the extent of its pecuniary interest therein, if any. *Mr. Ryan Law is no longer a director of CXDC effective September 30, 2019.
No securities are beneficially owned.
MORGAN STANLEY, By: /s/ Stefanie Chang Yu, Authorized Signatory 10/09/2019
MS HOLDINGS INCORPORATED, By: /s/ Christopher H. Norris, Director/President 10/09/2019
MORGAN STANLEY PRIVATE EQUITY ASIA III, INC., By: /s/ David N. Miller, Director/President/Managing Director 10/09/2019
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, Director/President/Managing Director 10/09/2019
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, President 10/09/2019
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, President 10/09/2019
MORGAN STANLEY PRIVATE EQUITY ASIA III HOLDINGS (CAYMAN) LTD, By: /s/ Ivan John Sutlic, Director 10/09/2019
MSPEA MODIFIED PLASTICS HOLDING LIMITED, By: /s/ Ivan John Sutlic, Director 10/09/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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