[ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 AND 92A) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Correction 78A, 80, 81, 82, 84, 86, 87,] [SECOND AMENDMENT TO ARTICLES OF INCORPORATION OF CHINA XD PLASTICS COMPANY LIMITED 1. The name of the Corporation is China XD Plastics Company Limited. The date of filing of its original Articles of Incorporation with the Secretary of State of Nevada was December 1, 2005. 2. The Articles of Incorporation were amended by a Certificate of Amendment filed with the] [CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES D JUNIOR CONVERTIBLE PREFERRED STOCK OF CHINA XD PLASTICS COMPANY LIMITED Board of Directors Company Articles of Incorporation Preferred Stock Designation and Amount Series D Preferred Stock Ranking Senior Stock Common Stock pari passu Junior Stock Dividends and Distributions Section 3. Voting Rights By-laws Two Directors Number Minimum Number Series D Director] [AMENDED AND RESTATED BYLAWS OF CHINA XD PLASTICS COMPANY LIMITED ARTICLE I NAME AND PRINCIPAL OFFICE Section 1. The name of this Corporation is: CHINA XD PLASTICS COMPANY LIMITED. (the "Board of Directors" or the "Board"), Section 2. The principal office of the Corporation shall be located at such place as shall be designated by the Board of Directors Section] [Execution Version REGISTRATION RIGHTS AGREEMENT BETWEEN CHINA XD PLASTICS COMPANY LIMITED, and MSPEA MODIFIED PLASTICS HOLDING LIMITED ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 DEFINITIONS 1 SECTION 2 GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT 6 SECTION 3 DEMAND REGISTRATION 7 SECTION 4 INCIDENTAL OR "PIGGY-BACK" REGISTRATION 10 SECTION 5 UNDERWRITTEN OFFERINGS 11 SECTION 6 REGISTRATION] [Execution Version SECURITIES PURCHASE AGREEMENT among CHINA XD PLASTICS COMPANY LIMITED, MSPEA MODIFIED PLASTICS HOLDING LIMITED XD. ENGINEERING PLASTICS COMPANY LIMITED and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 2 SECTION 2 SALE AND PURCHASE OF THE SERIES D PREFERRED STOCK 11 SECTION 3 CONDITIONS PRECEDENT TO COMPLETION 11 SECTION 4 COMPLETION] [Execution Version STOCKHOLDERS' AGREEMENT among MSPEA MODIFIED PLASTICS HOLDING LIMITED, XD. ENGINEERING PLASTICS COMPANY LIMITED, and JIE HAN ________________________________ Dated August 15, 2011 ________________________________ TABLE OF CONTENTS Page SECTION 1 INTERPRETATION 1 SECTION 2 RESTRICTIONS ON TRANSFER OF SHARES 6 8 SECTION 4 TERM AND TERMINATION 10 SECTION 5 NOTICES 11 SECTION 6 MISCELLANEOUS 12 SECTION 7 GOVERNING LAW AND] [Final Form PLEDGE AGREEMENT Agreement Pledgee Pledgor Securities Purchase Agreement Mr. Han Company Series D Preferred Stock WHEREAS, in connection with the transactions contemplated by the Securities Purchase Agreement, the parties hereto, Mr. Han and the Company have entered into other Transaction Documents (as defined in the Securities Purchase Agreement); WHEREAS, the Pledgor is a stockholder of the Company; Common] [Final Form INDEMNIFICATION AGREEMENT by and between China XD Plastics Company Limited and [______________], as Indemnitee Dated as of [________], 2011 TABLE OF CONTENTS Page DEFINITIONS ARTICLE 1 2 ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS 6 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY ARTICLE 3 6 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR] [China XD Plastics Announces US$100 Million Equity Investment by Morgan Stanley Private Equity Asia HARBIN, CHINA, August 15, 2011 – China XD Plastics Company Limited (NASDAQ: CXDC, “China XD Plastics” or the “Company”), one of China’s leading players engaged in the development, manufacture, and sales of modified plastics primarily for automotive applications, today announced that Morgan Stanley Private Equity Asia] [Item 1.01 Entry into a Material Definitive Agreement. Company Securities Purchase Agreement MSPEA]

[China XD Plastics Board of Directors Approves Plan and Budget for Purchase of New Production Lines and R&D Equipment CXDC News HARBIN, China, June 13, 2011 /PRNewswire-Asia-FirstCall/ -- China XD Plastics Company Limited ("China XD Plastics" or the "Company"), (Nasdaq: Based on current estimates, the total purchase price for the new equipment will be approximately RMB 278 million (or US$42.8] []

[China XD Plastics Board of Directors Approves Construction Plan and Construction Budget of the New Facility and the Construction Project Cooperation Agreement HARBIN, China, June 2, 2011 CXDC According to the construction project cooperation agreement, Harbin Xinda intends to commission Harbin Shengtong to build the 5 plants and new R&D Center based on the recent land purchase of nearly 50] [厂房及研发实验楼项目建设合作协议书 Factory and R&D Laboratory Buildings Construction Project Cooperation Agreement “ ” _2011_ _6_ _1_ 本合作协议书（ June, 2011, The Cooperation Agreement (this “Agreement”) is made and entered into by and between the Parties below as of the 1st day of 甲方： Party A: Harbin Xinda Macromolecule Material Co., Ltd. 地址： Address: 乙方： Party B: Harbin Shengtong Engineering Plastics Co., Ltd.] []