[£ £ £ £ Large accelerated filer £ Accelerated filer £ Non-accelerated filer (Do not check if a smaller reporting company) T Smaller reporting company £ T No The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2010 was approximately $50,732,576. As of March 21, 2011, there were 47,628,367 issued and] [哈尔滨鑫达高分子材料有限责任公司雇用备忘录 Harbin Xinda Macromolecule Material Co., Ltd Employment Memorandum _韩杰_ 2010 1 1 January 1 2010 Jie Han On 鉴于 董事长 CEO_ Chairman CEO WHEREAS, the employee is employed as 鉴于 WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此 ， THEREFORE 1. , , . 公司同意雇用员工 The company agrees] [辉海美国公司雇用备忘录 Favor Sea (US) Inc. Employment Memorandum 2010 1 1 Taylor Zhang (员工)与辉海美国公司（公司)(一个纽约成立的公司)于___ January 1 2010 Taylor Zhang On 鉴于 CEO CFO CEO CFO WHEREAS, the employee is employed as 鉴于 WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此 ， THEREFORE 1. , , . 公司同意雇用员工 2. 薪资和福利 Compensation] [哈尔滨鑫达高分子材料有限责任公司雇用备忘录 Harbin Xinda Macromolecule Material Co., Ltd. Employment Memorandum 马庆维_ ( 2010 1 1 January 1 2010 Qingwei Ma 总经理 COO_ General Manager COO ， promises of both parties must be considered under friendly and mutual beneficial condition, and must have reasonable and legal recognition. Both parties agree: 1. , , . 公司同意雇用员工 2. 薪资和福利 基本工资 - 12000元人民币 RMB 12,000] [Name of Director 董事姓名： SERVICE AGREEMENT 服 务 协 议 This Service Agreement (“Agreement”) is entered into as of the 14th day of May, 2009 (“Effective Date”) between China XD Plastics Company Limited, whose principal offices are located at 11 Broadway Suite #1004, New York, NY 10004 U.S.A. and its Wholly Owned Foreign Entity is located at No.9 Qinling Road,] [Name of Director 董事姓名： SERVICE AGREEMENT 服 务 协 议 This Service Agreement (“Agreement”) is entered into as of the 14th day of May, 2009 (“Effective Date”) between China XD Plastics Company Limited, whose principal offices are located at 11 Broadway Suite #1004, New York, NY 10004 U.S.A. and its Wholly Owned Foreign Entity is located at No.9 Qinling Road,] [Name of Director 董事姓名： SERVICE AGREEMENT 服 务 协 议 This Service Agreement (“Agreement”) is entered into as of the 14th day of May, 2009 (“Effective Date”) between China XD Plastics Company Limited, whose principal offices are located at 11 Broadway Suite #1004, New York, NY 10004 U.S.A. and its Wholly Owned Foreign Entity is located at No.9 Qinling Road,] [CHINA XD PLASTICS COMPANY LIMITED CODE OF BUSINESS CONDUCT This code of Conduct of China XD Plastics Company Limited (the “Company”) provides the standards by which the Company’s employees, officers and directors should conduct themselves. It is the Company’s goal to foster the highest possible ethical standards in its employees’, officers’ and directors’ interactions with each other, customers, suppliers, regulators] [CHINA XD PLASTICS COMPANY LIMITED List of Subsidiaries Company Name Jurisdiction of Incorporation Favor Sea (US) Inc. Favor Sea Limited British Virgin Islands Hong Kong Engineering Plastics Company Limited Hong Kong Harbin Xinda Macromolecule Material Co., Ltd. People’s Republic of China Harbin Xinda Macromolecule Materials Research Center Co., Ltd. People’s Republic of China Harbin Xinda Macromolecule Material Engineering Center Co.,] [March 31, 2011 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 Dear Sirs, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS'S CONSENT We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-167423) of China XD Plastics] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2010. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2010. (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [CERTIFICATION AS ADOPTED SARBANES - OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jie Han Chief Executive Officer March 31, 2011 Taylor Zhang Chief Financial Officer Financial and Accounting Officer) (Principal]