[o o Large accelerated filer o Accelerated filer o Non-accelerated filer (Do not check if a smaller reporting company) x Smaller reporting company o x The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2013 was approximately $62,192,113. As of March 21, 2014, there were 47,875,133 shares of common stock, par] [US$150,000,000 11.75% Senior Notes due 2019 FAVOR SEA LIMITED PURCHASE AGREEMENT January 24, 2014 Morgan Stanley & Co. International plc (“Morgan Stanley”) 25 Cabot Square Canary Wharf London E14 4QA UBS AG, Hong Kong Branch (“UBS”) 52/F Two International Finance Centre 8 Finance Street, Central Hong Kong The Hongkong and Shanghai Banking Corporation Limited (“HSBC”) Level 17, HSBC Main Building] [EXECUTION VERSION FAVOR SEA LIMITED as Issuer CHINA XD PLASTICS COMPANY LTD. as Parent Guarantor and THE OTHER GUARANTORS NAMED HEREIN and CITICORP INTERNATIONAL LIMITED as Trustee and as Collateral Agent Indenture Dated as of February 4, 2014 US$150,000,000 11.75% Guaranteed Senior Notes Due 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions] [CHINA XD PLASTICS COMPANY LIMITED List of Subsidiaries Name Jurisdiction of Incorporation Favor Sea Limited British Virgin Islands Xinda Holding (HK) Company Limited Hong Kong Xinda Holding (HK) US Sub Inc Xinda (HK) International Trading Company Limited Hong Kong Heilongjiang Xinda Enterprise Group Company Limited People’s Republic of China Harbin Xinda Macromolecule Material Company Limited People’s Republic of China Heilongjiang] [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 statements on Form S-3/A (No. 333-167423 and No. 333-164027) of China XD Plastics Company Limited of our report dated March 26, 2014, with respect to the consolidated balance sheets 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, 2013. (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, 2013. (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, 2014 Taylor Zhang Chief Financial Officer (Principal Financial and Accounting Officer) March 26, 2014]