[£ £ Large accelerated filer £ Accelerated filer £ Non-accelerated filer (Do not check if a smaller reporting company) T Smaller reporting company £ T The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2011 was approximately $63,398,613. As of March 20, 2012, there were 47,527,367 shares of the issuer’s common] [Name of Director: Zhai Linyuan 董事姓名：翟林远 SERVICE AGREEMENT 服 务 协 议 Zhai Linyuan Shanghailvdicheng, Changchun City This Service Agreement (“Agreement”) is entered into as of the 14th day of November, 2010 (“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] [Name of Director: Lawrence Leighton 董事姓名：劳伦斯·雷顿 SERVICE AGREEMENT 服 务 协 议 This Service Agreement (“Agreement”) is entered into as of the 14th day of November, 2010 (“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.] [中国鑫达塑料有限公司 China XD Plastics Company Limited 股票奖励授予补充规定 Stock Award Grant Supplemental Provisions 年 月 2011 August 2011 编制部门：总经理办公室 签批： 一、 目的 I Purpose 通过股票奖励，形成良好均衡的价值分配体系，吸引和保留优秀管理人才与企业共同稳定发展，促使公司年度经营目标顺利达成。 Through stock award, it will form fine and balanced value distribution system, attract and keep excellent management personnel for the company’s stable and corporate development and spur to achieve annual operation objectives successfully. 二、股票奖励授予原则 II Stock] [EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited Address: Legal representative: Responsible person: AND Party B (Employee) Residence: ID Card No.: Employment Law of the People's Republic of China Employment Contract Law of the People's Republic of China Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith] [黑龙江鑫达企业集团有限公司雇用备忘录 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _ 韩杰 _( ) ( )( ) 2011 12 31 . On December 31 , 2011, Jie Han (employee) and Heilongjiang Xinda Enterprise Group Company Limited (the “company”)(a company established in China) entered into an employment memorandum, effective at the date of signing of this agreement. 鉴于 . . WHEREAS, the] [EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited Address: Legal representative: Responsible person: AND Party B (Employee) Residence: ID Card No.: Employment Law of the People's Republic of China Employment Contract Law of the People's Republic of China Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith] [黑龙江鑫达企业集团有限公司雇用备忘录 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _( 员工 ) 黑龙江鑫达企业集团有限公司 ( )( ) 2011 12 31 . 马庆维 On December 31 , 2011, Qingwei Ma (employee) and Heilongjiang Xinda Enterprise Group Company Limited (the “company”)(a company established in China) entered into an employment memorandum, effective at the date of signing of this agreement. 鉴于 . . WHEREAS,] [EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited Address: Legal representative: Responsible person: AND Party B (Employee) Residence: ID Card No.: Employment Law of the People's Republic of China Employment Contract Law of the People's Republic of China Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith] [黑龙江鑫达企业集团有限公司雇用备忘录 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _( 员工 ) 黑龙江鑫达企业集团有限公司 ( )( ) 2011 12 31 . 张大鹤 On December 31, 2011, Taylor Zhang (employee) and Heilongjiang Xinda Enterprise Group Company Limited (the “company”)(a company established in China) entered into an employment memorandum, effective at the date of signing of this agreement. 鉴于 . . WHEREAS, the] [EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited Address: Legal representative: Responsible person: AND Party B (Employee) Residence: ID Card No.: Employment Law of the People's Republic of China Employment Contract Law of the People's Republic of China Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith] [黑龙江鑫达企业集团有限公司雇用备忘录 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _ 马俊杰 _( ) ( )( ) 2011 12 31 . On December 31 , 2011, Junjie Ma (employee) and Heilongjiang Xinda Enterprise Group Company Limited (the “company”)(a company established in China) entered into an employment memorandum, effective at the date of signing of this agreement. 鉴于 . . WHEREAS, the] [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 26, 2012 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 FIRM’S CONSENT Yours faithfully, Certified Public Accountants Hong Kong] [Consent of Independent Registered Public Accounting Firm The Board of Directors China XD Plastics Company Limited: We consent to the incorporation by reference in the registration statement on Form S-3/A (No. 333-167423 and No. 333-164027) of China XD Plastics Company Limited of our report dated March 26, 2012, with respect to the consolidated balance sheet of China XD Plastics Company] [CERTIFICATION (1) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2011. (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, 2011. (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 26, 2012 Taylor Zhang Chief Financial Officer Financial and Accounting Officer) (Principal]