[CHINA XD PLASTICS COMPANY LIMITED Holder 1 Initial Exercise Date 2 Termination Date Company Section 1 Definitions Purchase Agreement Section 2 Exercise a) 1 st 2 b) Exercise Price $ Exercise Price c) Cashless Exercise VWAP “ 2] [October 4, 2010 STRICTLY CONFIDENTIAL Mr. Jie Han Chairman and Chief Executive Officer China XD Plastics Company Limited 11 Broadway Suite 1004 New York, NY 10004 Dear Chairman Han: Annex A Fees and Expenses A. Placement Agent’s Fee 1. 2. th Rodman & Renshaw, LLC  1251 Avenue of the Americas, 20 www.rodm.com Tel: 212 356 0500  Fax: 212] [SECURITIES PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Securities Purchase Agreement (this “ Securities Act NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows: ARTICLE I. DEFINITIONS 1.1 Definitions Acquiring Person Action “] [AMENDMENT AGREEMENT Agreement Company Purchase Agreement NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party hereby agrees as follows: 1. Amendment 2. Miscellaneous. (a) Except as expressly set forth above, all of the terms and conditions of the Purchase Agreement shall continue in full force and effect after the execution of] [China XD Plastics Announces Capital Raise of $20 Million - Shares to be issued in a registered direct placement at $6.00 per share - Harbin, PRC, October 4, 2010 - The Company anticipates that the additional capital from this investment will be used for general corporate purposes, which may include, but are not limited to, working capital, capital expenditures, R&D] [FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): October 4 CHINA XD PLASTICS COMPANY LIMITED Nevada 001-34546 04-3836208 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) No. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang Province, PRC 150060 (86) 451-8434-6600 Not applicable (Former name or former]