[TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION 2 Item 1. Financial Statements 2 Unaudited Condensed Consolidated Balance Sheets 2 Unaudited Condensed Consolidated Statements of Comprehensive Income 3 Unaudited Condensed Consolidated Statements of Cash Flows 4] [1 Equity Transfer and Merger Agreement Agreement THIS EQUITY TRANSFER AND MERGER AGREEMENT (this " Party A: Transferor Xinda (Heilongjiang) Investment Co., Ltd. ("Heilongjiang Xinda") ： Address Party B:Transferee Sichuan Xinda Group ("Sichuan Xinda") ： Address Party C:Target Company Nanchong Xinda Composite Material Co., Ltd. ("Nanchong Xinda") ： Address Whereas: In the process of investing in and establishing a production] [CERTIFICATION (1) I have reviewed this Quarterly Report on Form 10-Q of China XD Plastics Company Limited, for the periond ended June 30, 2015. (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 Quarterly Report on Form 10-Q of China XD Plastics Company Limited, for the periond ended June 30, 2015. (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 August 6, 2015] [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. Taylor Zhang Chief Financial Officer (Principal Financial and Accounting Officer) August 6, 2015]