China XD Plastics Company Limited
Annual Report 2011

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _____________ Commission File No. 001-34546 CHINA XD PLASTICS COMPANY LIMITED (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) No. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang Province, P. R. China (Address of principal executive offices) 04-3836208 (I.R.S. Employer Identification No.) 150060 (Zip Code) Registrant’s telephone number, including area code: (86) 451-8434-6600 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.0001 Name of each exchange on which registered NASDAQ Global Market Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes £ No T Securities registered pursuant to Section 12(g) of the Act: None Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes T No £ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes T No £ Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £ Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,” "accelerated filer,” and "smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer £ Non-accelerated filer £ (Do not check if a smaller reporting company) Accelerated filer £ Smaller reporting company T Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes £ No 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 stock outstanding. Documents incorporated by reference: None. CHINA XD PLASTICS COMPANY LIMITED FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 Table of Contents PART I Business Item 1 Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Item 3 Item 4 Mine Safety Disclosures Properties Legal Proceedings PART II Selected Financial Data Item 5 Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Item 9 Item 9A Controls and Procedures Item 9B Other Information Financial Statements and Supplementary Data Changes In and Disagreements with Accountants on Accounting and Financial Disclosure PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits, Financial Statement Schedules Financial Statements Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements i 1 1 22 34 34 35 35 36 36 37 38 49 50 50 50 51 52 52 61 70 71 73 74 74 F-1 F-2 F-4 F-5 F-6 F-7 F-9 ITEM 1. BUSINESS. Our Business PART I China XD Plastics Company Limited ("China XD”, "we”, and the "Company”, and "us” or "our” shall be interpreted accordingly) is one of leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China. Through our wholly-owned subsidiary Harbin Xinda Macromolecule Material Co., Ltd. ("Harbin Xinda”), we manufacture and sell modified plastics, primarily for use in the fabrication of automobile parts and components. We develop our products using our proprietary technology through our wholly-owned research laboratory, Harbin Xinda Macromolecule Material Research Center Co., Ltd. ("Xinda Macromolecule Research Center”). Xinda Macromolecule Research Center, is a professional macromolecular material research and development institution and has received 211 certifications from manufacturers in the automobile industry as of December 31, 2011. We are the only Company certified as a National Enterprise Technology Center in modified plastics industry in Heilongjiang Province. Our Research and Development ("R&D”) team consists of 94 professionals and 11 consultants, including two consultants who are members of Chinese Academy of Engineering, and one consultant who is the former chief scientist of Specialty Plastics Engineering Institute of Jilin University. As a result of the combination of our academic and technological expertise, we have a portfolio of 26 patents, two of which we have obtained the patent rights and the remaining 24 of which we have applications pending in China as of December 31, 2011. Modified plastic is produced by changing the physical and/or chemical characteristics of ordinary resin materials. In order for plastics to be used to produce automobile parts and components, they must satisfy certain physical criteria in terms of mechanical functionality, stability under light and heat, durability, flame resistance, and environmental friendliness. Our unique proprietary formulas and processing techniques enable us to produce low-cost high-quality modified plastic materials, which have been certified by many of the major domestic and international automobile manufacturers in China. In addition, we also provide specially engineered plastics and environment-friendly plastics for use in oilfield equipment, mining equipment, vessel propulsion systems and power station equipments. China XD’s primary end-market is the Chinese automotive industry that has been rapidly growing for the past few years where our modified plastics are used by our customers to fabricate the following auto components: exteriors (automobile bumpers, rearview and sideview mirrors, license plate parts), interiors (door panels, dashboard, steering wheel, glove compartment and safety belt components), and functional components (air conditioner casing, heating and ventilation casing, engine covers, and air ducts). Our specialized plastics are utilized in more than 23 automobile brands manufactured in China, including leading brands such as AUDI, BMW, Toyota, Buick, Mazda, Volkswagen, Cherry, Geely, and Hafei new energy vehicles. As of December 31, 2011, 211 of Harbin Xinda’s automotive-specific modified plastic products have been certified by one or more of the automobile manufacturers in China and are in commercial production. As of December 31, 2011, 75 of our products had been in the process of product certification by automobile manufacturers. We operate three manufacturing bases in Harbin, Heilongjiang in the People’s Republic of China ("PRC”). As of December 31, 2011, we had approximately 165,000 metric tons of annual production capacity across 38 automatic production lines utilizing German twin-screw extruding systems, automatic weighing systems and Taiwan conveyer systems. In December 2011, we successfully launched our third production base in Harbin which has 90,000 metric tons of annual production capacity across 20 new production lines installed in two completed factories. In addition, there are three additional factories which are currently in construction in our third production base and expected to be completed in the second half of 2012 and which could support our production capacity expansion beyond 2012. 1 Our History China XD, formerly known as NB Payphones Ltd. and NB Telecom, Inc., was originally incorporated under the laws of the state of Pennsylvania on November 16, 1999. On December 27, 2005, we migrated to the state of Nevada. On December 24, 2008, we acquired Favor Sea Limited ("Favor Sea BVI”), a British Virgin Islands corporation, which is the holding company for Harbin Xinda and Harbin Xinda’s wholly-owned subsidiary, Harbin Xinda Macromolecule Material Research Institute ("Research Institute”). Harbin Xinda is a high-tech manufacturer and developer of modified plastics, which was established in September 2004 under the laws of the PRC. In December 2010, our management determined that the Research Institute could not meet the Company’s development needs, including meeting the criteria to be a National Enterprise Technology Center. As a result, the Research Institute was deregistered. On June 11, 2010, Harbin Xinda established Harbin Xinda Macromolecule Material Engineering Center Co., Ltd. ("Xinda Engineering Center”) to focus on research and development of high-end products such as engineering plastics, modified PA, alloy plastics and modified ABS. On October 14, 2010, Harbin Xinda established Heilongjiang Xinda Software Development Company Limited ("Xinda Software”) to develop software applications that provide certain standard and programmable technical services remotely. On December 10, 2010, Harbin Xinda established Xinda Macromolecule Research Center to focus on research and development of products such as modified PP and environment-friendly modified plastics. On March 31, 2011, Harbin Xinda established a wholly-owned subsidiary, Harbin Xinda Macromolecule Material Testing Technical Co., Ltd. ("Testing Technical”), to develop a nationally recognized testing laboratory and provide testing services of macromolecule materials, engineering plastics and other products. In response to our rapid business expansion and in order to be eligible for tax relief for certain regions in China, we developed a group restructuring plan to re-calibrate our organization in late 2011. From August to December of 2011, Harbin Xinda established (i) Harbin Meiyuan Enterprise Management Service Company Limited. ("Meiyuan Service”) in Harbin to provide all year round training to both our existing and new employees, accommodate our customers and business partners as well as host industry conferences; and (ii) Heilongjiang Xinda Enterprise Group Technology Center Company Limited ("Xinda Group Technology Center”) in Harbin to focus on long-term research and development projects. Heilongjiang Xinda Enterprise Group Company Limited. ("Xinda Group”), a wholly-owned subsidiary of HK Engineering Plastics Company Limited and the proposed direct parent company of all of our PRC-based operating subsidiaries after the group restructuring was established in December 2011. Harbin Xinda Plastics Material Research Center Company Limited ("Xinda Material Research Center”) was established in December 2011 to focus on research and development of products close to commercialization phase. Three companies, Haikou Xinda Plastics New Materials Company Limited. ("Haikou New Materials”), Haikou Xinda Plastics New Materials Enterprise Technical Center Company Limited ("Haikou Technical Center”), and Haikou Xinda Software Development Company Limited ("Haikou Software”) were established in December 2011 and are based in Haikou, the capital of Hainan province in the PRC. Part of the restructuring plan is for Harbin Xinda to transfer its ownership of subsidiaries to Xinda Group. As of December 31, 2011, we have completed internal transfer of three subsidiaries to Xinda Group: Xinda Software, Xinda Group Technology Center and Testing Technical as shown in the organization chart below. Harbin Xinda will be deregistered and merged into Xinda Group. In addition, Xinda Engineering Center and Xinda Macromolecule Research Center shown in the organization chart as of December 31, 2011 will be deregistered and their functions including research and development will be carried out by Xinda Group Technology Center and Xinda Material Research Center. Meiyuan Service will change its name to Heilongjiang Xinda Enterprise Group Meiyuan Training Center Co. Ltd. ("Meiyuan Training”) to better reflect its nature of operation upon completion of the restructuring. Two new subsidiaries, Harbin Xinda Plastics Composite Material Company Limited ("Xinda Composite”) and Harbin Xinda Plastics New Material Company Limited ("Harbin New Material”) are planned to be established before the completion of the restructuring. Our restructuring is expected to be completed by the end of 2012. 2 Corporate Structure The corporate structure of the Company as of December 31, 2011 is as follows: 3 The planned corporate structure of the Company after the restructuring is as follows: 4 Our Industry According to a research report prepared exclusively for the Company and issued by Frost & Sullivan in January 2012, China consumed approximately 12.7 million Metric Ton ("MT”) of modified plastic products in 2010, representing an increase of 35.9% compared to 2009. With China being the world’s leading manufacturing center and with rising domestic personal consumption, we believe that demand for modified plastics from China will continue to increase in the foreseeable future. As shown in Figure 1, the market demand for modified plastics will reach 13.1 million MT in 2011 and 18.5 million MT in 2015, representing compound annual growth rates ("CAGR”) of 7.8% and 11.9% by sales volume and revenue from 2010 to 2015. Currently, demand for our products is primarily driven by the Chinese automotive industry. The use of modified plastics in the auto industry started in the 1950s. In order for plastics to be used in automobile parts and components, they must satisfy specific physical criteria in terms of mechanical functionality, stability under light and heat, durability, flame resistance, and environmental friendliness. Modified plastics are usually found in interior materials, door panels, dashboards, mud flaps, chassis, bumpers, oil tanks, gas valves, grilles, unit heater shells, air conditioner shells, heat dissipating grids, wheel covers, and other components. Figure 1: Analysis of Chinese Modified Plastics Market: Sales Volume and Revenue (China), 2005-2015E Source: Frost & Sullivan According to Frost & Sullivan’s report, the Chinese automotive modified plastics market has experienced rapid development from 2005 to 2010, with more than a six-fold growth in terms of revenue and more than a four-fold increase in terms of sales volume during this period. The market demand is projected to reach 2.1 million MT in 2011. As illustrated in Figure 2, the Chinese automotive modified plastics market is expected to sustain rapid increase in terms of revenue and sales volume, with CAGR of 18.8% and 14.2% from 2010 to 2015, respectively. Approximately 51% of the automotive modified plastic consumed in 2010 was imported from outside of the PRC or manufactured by multinational and joint venture companies. We believe that the demand for automotive modified plastic in China will grow continuously due to the fast growing Chinese automotive market, increasing use per unit of plastic content in automobiles and favorable government incentives and regulations. Moreover, domestic producers will likely gain larger market share from imports as they are able to manufacture products with comparable quality at highly competitive prices and close proximity to their customers. We believe that the following are the key drivers for the automotive modified plastic industry in China. 5 Figure 2: Analysis of Chinese Automotive Modified Plastics Market: Sales Volume and Revenue (China), 2005-2015E Source: Frost & Sullivan Continual Growth in Chinese Auto Demand According to the statistics by the China Association of Automobile Manufacturers ("CAAM”) in 2011, China’s production volume of automobiles increased from 5.7 million units in 2005 to 18.4 million units in 2011 as shown in Figure 3 below. The market is expected to sustain the growth with a CAGR of 5.9% from 2010 to 2015, reaching 24.3 million units in 2015. China has exceeded the United States to become the world’s largest auto market as measured by the number of automobiles sold. We believe the growth momentum in China’s auto sales will remain strong over the next five years. The automotive industry in China is still in its infancy with passenger car ownership of 28 vehicles per 1,000 inhabitants in 2009, which is significantly below the developed countries’ average of 445 and global average of 132 according to the Economist Intelligence Unit. Figure 3: Overview of Chinese Marco Economy: Growth of Automotive Production (China), 2005-2015E Source: China Association of Automobile Manufacturers, OICA, Frost & Sullivan According to the National Bureau of Statistics, the total number of Chinese automobile parts has experienced a rapid growth because of the economic development and the incentive policies issued by the government. The number maintained a booming trend from 31.8 million units in 2005 to 78.0 million units in 2010, and is forecasted to hit a record of 93.4 million units in 2011 and 192 million units by 2015, with a CAGR of 19.8% between 2010 and 2015 as shown in Figure 4. 6 Figure 4: Overview of Chinese Macro Economy: Growth of Automotive Parts, 2005-2015E Source: National Bureau of Statistics Rising personal income in China is one of the key drivers for the rapid growth of the Chinese automobile industry. As shown in Figure 5, China has shown strong economic growth with its GDP increasing from approximately RMB 18,493.7 billion in 2005 to RMB 47,156.4 billion in 2011, and is expected to sustain the steady growth from 2012 to 2015. Per Capita Consumption Expenditure of Urban Household also shows an optimistic picture with a total nominal increase of 69.6% between 2005 and 2010, and is forecasted to reach RMB 22,551.6 by the end of 2015. Moreover, cars have become more affordable in China as local or joint venture automobile manufacturers continuously expand their production to achieve economies of scale to lower production cost and source cheaper auto parts locally. Growing income and decreasing vehicle prices will continually make car ownership more affordable for China’s rising middle class. Figure 5: Overview of Chinese Macro Economy: Growth of Nominal GDP and Per Capita Consumption Expenditure of Urban Household (China), 2005-2015E Source: National Bureau of Statistics, International Monetary Fund, and Frost & Sullivan 7 Benefit and Increasing Use of Plastic in Automobiles (1) Cost Reduction: The primary demand driver for modified automotive plastics arises out of the cost-reduction characteristics evidenced by the plastics material inclusion in the automobile manufacturing process. Modified plastics can deliver the same performance as metallic materials at approximately a tenth of the cost. In addition, modified plastics can substitute some kinds of more expensive engineering plastics. This benefit of modified plastics will become more significant with the increased competition in automobile manufacturing industry to increase efficiencies and lower the cost. (2) Vehicle Emissions Reduction: Plastic components impact fuel efficiency by saving approximately 2.5 liters of fuel per kilograms ("kg”) used (equivalent to 6kg of CO2 emissions) over the lifetime of the vehicle. Automobile manufacturers have been reducing vehicle weights in an attempt to reduce emissions and increase efficiencies. Modified plastics reduce the weight of components by 40% compared with traditional metallic materials. (3) Performance and Safety Improvement: The development of advanced plastics applications lead to the improvement in performance through reducing the number and weight of the vehicle parts, thus the fuel consumption per vehicle drops significantly. In addition, the lower net weight of the vehicles improves handling performance and thereby, eliminates the likelihood of losing control in case of emergency stops. The involvement of modified plastics in automotive applications results in significant improvement of the safety features of the vehicle parts, like seat belts, air bags, and air bag containers in the recent years. (4) New Applications: Plastics reduce the number of the required parts used in automobile manufacturing and introduce new design possibilities. Conventional materials struggle to compete against this open innovation platform associated with the plastics industry. In addition, the performance benefits associated with plastic materials continue to create a competitive advantage for the plastics industry. (5) Increasing Use of Plastics per Vehicle: Weight of modified plastics per vehicle in China continually increased from 2005 to 2010, and is forecasted to reach 152.0 kg by the end of 2015, with a growth rate of 45.5% as shown in Figure 6. Although the weight of modified plastics per vehicle in China will still be less than that in North America and Europe, the highest growth rate indicates the huge potential for market growth. In 2010, plastic use in China is estimated to be about 104.5 kg per vehicle, representing 8% of the vehicle weight, whereas models imported from Europe contain on average as much as 190.0 kg per vehicle, or 15% of the vehicle weight. In addition, the Chinese government’s goals regarding electric and hybrid vehicles may also push the market further as weight concerns are more important for these vehicles than for traditional passenger cars. 8 Figure 6: Comparison of Weight of Modified Plastics per Vehicle in (China, North America, and Europe), 2005, 2010, 2015E Source: Frost & Sullivan, American Chemistry Council’s Plastics Industry Producers' Statistics Group Increasing Substitution of Imports Though China’s automotive plastic market has been dominated by foreign or joint venture ("JV”) companies, Chinese suppliers are continually gaining market share. It is estimated that automotive plastics imported and manufactured by multinational and JV companies accounted for 51.0% of the total China automotive plastic supply in 2010, decreasing from 65.0% in 2005 according to a report by Frost & Sullivan. Compared to foreign competitors including JV companies, local manufacturers can largely benefit from the lower cost and geographical convenience in China and their product sales can be customized with time-efficient after sales services and technical supports. As the local production capacity of both domestic and foreign companies has been expanding, share of imports is expected to decrease to 10.0% and that of multiple national companies (the "MNC”) and JV companies is expected to decrease to 25% by the end of 2015, while the share of domestic manufacturers is forecast to rise to 65.0% in 2015 as they expand at a greater rate than MNC and JV in China. The financial crisis beginning in 2008 and the European debt crisis beginning in 2011 forced global automakers and suppliers to concentrate on their cost structure and pricing mechanisms. Many automakers accelerated cost reduction initiatives. Moving manufacturing operations to and sourcing raw materials from low cost regions have emerged as key measures to save costs. With its huge consumer market, low labor costs and high-quality manufacturing and logistics infrastructure, China is a location favored by global auto and component makers who source parts and components not only for their local operations in China but also for their global operations. As a result, we believe that China’s local plastic suppliers will benefit from such global outsourcing trends and increasingly become a good substitute for expensive imported plastic products. JV manufacturers based in China in automotive plastics sector have been slow to invest and expand in China. Favorable National Government Policies In the past decade, the Chinese government has adopted a number of policies and initiatives intended to encourage the development of the Chinese modified plastics industry and stimulate the growth of the Chinese automobile industry. 9 Since 2000, modified plastics, including engineering plastics, have been categorized as a prioritized industrialization area by a series of government guidelines or development plans. Some of these policies include: ● It was stated in the "Outline of China’s Twelfth Five-year Plan (2011)” that new functional materials, advanced structural materials, common base materials, fiber of high performance and its compounded material are key development directions of new material industry. ● It was stated in the "Catalogue for Guidance on Adjustment of Industrial Structure (2011)” promulgated by the National Development and Reform Commission on March 27, 2011, that the country is currently promoting the development of production equipment of polycarbonate by the use of non-phosgene method, with annual output of 60000t/year and above, production of engineering plastic including liquid crystalline polymer (LCP) and development and application of bleeding modification and alloying; development and production of water – absorbed resin, conductible resin and biodegradable polymers; development and production of new polyamide including nylon 11, nylon 1414 and nylon 46, nylon with long carbon chain and heat resistant nylon ● It was stated in the "Guidance on Key Areas of Industrialization of High Technology with Current Priority in Development (2011)” jointly promulgated by the National Development and Reform Commission, the Ministry of Science and Technology, the Ministry of Commerce and the State Intellectual Property Office on June 23, 2011 that modified technologies applied to general plastics, including new engineering plastics and plastic alloy, new special engineering plastics, fire resistant modified plastics, and modified technology of general plastics, are currently prioritized areas to develop and industrialize in China’s macromolecule materials sector. ● A series of modified plastics technologies have been listed in the "National Support for Key High-tech Fields” as stated in the Circular on the Issuance of the Administrative Measure for the Recognition of High-tech Enterprise jointly promulgated by the Ministry of Science and Technology, Ministry of Finance, the State Administration of Taxation in April 2008. These technologies include special engineering plastics, macromolecular compound or new synthetic modified, etc. In addition, with the Chinese government strongly encouraging the production of more fuel-efficient and environmentally friendly vehicles, as one means to fight the nation’s choking big-city pollution, opportunities abound for suppliers of plastics materials and auto components. We believe that the above government measures and programs will continue to accelerate the demand for automotive modified plastics in China. Tightening Trend and Local Government Policies Despite the favorable national government policies as set forth above, in the past couple of years, the Chinese government has implemented certain measures to control the pace of economic growth and discontinued certain stimulus measures implemented to deal with the recent global financial crisis, including incentives for consumers to purchase automobiles. 10 Since 2011, in order to resolve the extreme traffic congestion, Beijing government has been implementing a vehicle purchase quota policy, which limits the maximum vehicles sold in Beijing per month to 20,000. Other cities which have begun to show signs of traffic congestion have also begun to implement similar measures to control traffic congestion, including the limited automobile licenses policy implemented in Shanghai and the imposition of congestion charges in Shenzhen. The termination of nation-wide preferential policies can negatively affect consumer demand for new vehicles, and local restrictive measures over automobile purchases in major cities may result in the reduction in the sale of vehicles nationwide. Our Products Modified plastic is processed by adding chemical agents to basic plastics to generate or improve certain physical and/or chemical characteristics of plastic, such as heat resistance, hardness, tensile strength, wear resistance, and flame resistance. Based on the type of materials, modified plastics include modified common plastics, such as polypropylene (PP), acrylonitrile butadiene styrene (ABS), modified engineering plastics, such as polyamides (PA or nylon), environment-friendly plastics and specialty engineering plastics. Our products are organized into seven categories, based on their physical characteristics, as set forth below: Product Group Modified PP Brand Name COMPNIPER COMPWIPER COMPGOPER Modified ABS MOALLOLY Modified PA POLGPAMR Engineering Plastics MOAMIOLY Alloy Plastic BRBSPCL Environmentally friendly plastics POLGBSMR Number of Products Certified 40 51 37 12 14 17 19 21 Characteristics High fluidity and impact resistance Automotive or Other Application Interior parts, such as inner panels, instrument panels and box lids Resistance to low temperature and impact External parts, such as front and back bumpers and mudguards Resistance to high temperature and static Functional components, such as unit heater shells and air conditioner shells High gloss, high rigidity and size stability Functional components such as heat dissipating grids and wheel covers High wear and heat resistance Heat resistance and wear resistance Combines two different plastics, such as PP and ABS Environmentally-friendly features such as low odor and low carbon emission Parts requiring high flame and heat resistance Engine hoods, intake manifold and bearings Rearview mirrors, grilles, automotive electronics and other components. Products can also be used in computers, plasma TVs and mobile phones Used in automobiles meeting environmental standard requirements Used in communications and transport, electronics and electrical appliances, machinery, medicaland analytical equipment. Modified Plastic for Special Engineering PEEK N/A * Excellent mechanical and chemical resistance and temperature tolerance Total 211 * PEEK is primarily used in applications that are unrelated to automotive applications, which does not require certifications and is in the product development stage. 11 Raw Materials The principal raw materials used for the production of our modified plastic products are plastic resins such as polypropylene, ABS and nylon. Polypropylene is a chemical compound manufactured from petroleum. ABS is a common thermoplastic used to make light, rigid, molded products such as automotive body parts and wheel covers. Nylon is a thermoplastic silky material. Approximately 50.4% of our raw materials are sourced from overseas petrochemical enterprises and 49.6% from domestic petrochemical enterprises during the year ended December 31, 2011. The Company has one-year renewable contracts with its major suppliers, which are distributors of petrochemical enterprises. Because the raw materials used in our products are primarily petroleum products, the rise in oil prices directly affects the cost of the raw materials. We attempt to mitigate the increase in our raw materials prices by appropriately raising the price for our products to pass the cost to our customers as part of our pricing policy. Because raw materials constitute a substantial part of the cost of our products, we seek to reduce costs by dealing with three major suppliers. During the year ended December 31, 2011, the Company purchased approximately 98.1% of the Company’s raw material purchases from three major suppliers. By dealing in large quantities with these major suppliers, we obtain reduced prices for raw materials, therefore reducing the cost of our products. If we were unable to purchase from these suppliers, we believe we would still have adequate sources of raw materials from other petrochemical distributors at similar cost. Research and Development The Xinda Engineering Center and Xinda Macromolecule Research Center were organized to provide us with ongoing additions to our technology through advanced development methods, which represent the key to our competitive strength and success. Our goal is to utilize our state-of-the-art methods, equipment and our technical expertise to produce plastics of the highest quality that are cost-efficient for our customers. Toward this end, we have staffed the Xinda Engineering Center and Xinda Macromolecule Research Center with 37 employees who have Ph.D. and Master’s degrees and 57 employees who have Bachelor’s degrees. On average, our employees have been employed in our industry for more than three years, and our key R&D employees have on average more than 10 years of experience in our industry. To supplement the efforts of our Xinda Engineering Center and Xinda Macromolecule Research Center, we have cooperated with a number of the leading technology institutions in China. Besides providing specialized research and development skills, these relationships help us to formulate cutting edge research programs aimed at developing new technologies and applications in plastics engineering. All our significant research and development activities are overseen by the members of our Scientific Advisory Board, which we have assembled from the leaders in China’s chemical engineering industry. Currently, the members of the Scientific Advisory Board are: · Jin, Yong: Member of Chinese Academy of Engineering, Dean of Chemical Science Department of Tsinghua University. · Lei, Qingquan: Member of Chinese Academy of Engineering, Post-PhD Advisor of Harbin Institute of Technology. · Wu, Zhongwen: Chief Scientist and Director of the Research Institute of Special Plastics Engineering of Jilin University. · Zheng, Kai: Secretary General of China’s Plastics Engineering Industry Association. · Zhang, Huixuan: Vice Principal of Changchun University of Technology. · Li, Bin: Dean of the Science Department at Eastern Forest Industry University. 12 · Jiang, Zhenhua: Director of the Engineering Research Center of the Special Plastics Engineering Education Department of Jilin University. · Jing, Xiabin: Post-PhD Advisor and Researcher of Changchun Institute of Applied Chemistry of the Chinese Academy of Sciences. · Wang, Guibin: Post-PhD Advisor of Jilin University. · Li, Feng: Senior Engineer of Sinopec, Beijing Chemical Engineering Institute. · Wang, Yafeng: Engineer Harbin Institute of Technology-Asset Management. We host our annual seminar on the Development of the Macromolecule Materials Industry since 2008, during which we bring our prominent industry-leading consultants to meet our R&D staffs. The annual seminar gives industry experts an opportunity to review and evaluate the Company's R&D initiatives in terms of technology advancement on the backdrop of government policies which support development of the modified plastics industry. During the seminar, industry experts assess the progress of the Company's R&D projects for the current year, and then evaluate the Company’s R&D projects for next year. Projects are reviewed in terms of overall strategy, alignment with government policies, market opportunities, efficient utilization of R&D and technical feasibility. Our Xinda Engineering Center and Xinda Macromolecule Research Center are located within the same facility of our Dalian North Road production base. Both centers provided technical support for our recently expanded modified plastic annual theoretical production capacity of 255,000 MT and ongoing service to our customers, and enhanced our research and development capabilities for modified plastics in new applications in areas, such as aerospace, high-speed rail and new energy vehicles. We have been certified as a National Level Enterprise Technology Center, the only institution certified as such in the modified plastics industry in Heilongjiang. This certification makes us eligible for participation of issuing modified plastics industry standards, certain tax and tariff relief for scientific research and development, certain funding designated for National Enterprise Technology Center and municipal subsidies and Post-PhD and Academy Member WorkStation in Heilongjiang Province. We spent US$11,640,243 and US$7,382,507 in research and development during the years ended December 31, 2011 and 2010, respectively. 13 Intellectual Property Patents As a result of our collection of academic and technological expertise, we have two approved patents and 24 pending patent applications in China, as set forth in the following table. No. 1 2 3 4 5 6 7 8 9 10 11 12 Patent Name A preparation method of polycarbonate blends with high toughness and high strength Application No. 201110094454.6 Application Date and Status April 15, 2011, pending A preparation method of glass fiber reinforced polyether ether ketone with high strength and high heat resistance A rapid detection methods of the tensile propertie of modified PP used in auto specially by non-standard situation A preparation process of centralized control method used in plastic production line A rapid detection methods of the impact propertie of midified plastics used in automobile specially 201110122566.8 May 12, 2011, pending 201110158528.8 June 14, 2011, pending 201110158488.7 June 14, 2011, pending 201110233488.9 August 16, 2011,pending A preparation process of the premixed screening system 201110158488.7 December 1, 2011,pending A preparation process of the plastic production line with high performance and high homogeneity A preparation method of the thermoplastic elastomers PP with high mobility and high resistance of deformation A preparation method of polylactic acid used in auto dashboard A preparation method of polymer composites with high toughness A special material of cooling grille with high heat resistance and high weather resistance A preparation process of ABS alloy with high impact performance and high heat resistance 201110233488.9 December 1, 2011,pending 201110035725.0 February 11, 2011,pending 201110035716.1 201110035736.9 201110094466.9 February 11, 2011,pending February 11, 2011,pending April, 15, 2011,pending 201110122586.5 May, 12, 2011,pending 14 13 14 15 16 17 18 19 20 21 22 23 24 25 26 A preparation method of easily dispersed and easily processing polypropylene composite material A preparation method of high heat-resistant and high rigid PLA composite material reinforced by fully biodegradable natural fiber 201110158511.2 June 14, 2011,pending 201110158512.7 June 14, 2011,pending A high impact PA6 composite material with core-shell toughening and its preparation method 201110196226.X July 13, 2011,pending A high-powered aircraft tail composite material and its preparation process A preparation method of polypropylene resin foam particles with supercritical CO2 act A high toughness,low warpage and high-mobility PET/PBT/PC alloy reinforced by glass fiber and its preparation method A high impact and high heat-resistant flame retardant ABS composite material reinforced by glass fiber and its preparation process A preparation method of polylactic acid composite material modified by hydroxyapatite with supercritical water act A high heat-resistant and high wear-resistant PEEK composite material and its preparation process 201110196209.6 July 13, 2011,pending 201110230302.4 April, 12, 2011,pending 201110235189.9 April, 17, 2011,pending 201110268625.2 September 13, 2011,pending 201110268687.3 September 13, 2011,pending 201110347338.0 October 1, 2011,pending A preparation process of high weathering colour ASA resin 201110347336.1 November, 2011,pending A high toughness, low warpage and low mold temperature PET/PA6 alloy reinforced by glass fiber and its preparation method A polypropylene composite material used in battery tank of new source of energy automobile and its preparation method A modified method of bond interface between carbon fiber and non- polar resin 2011110347339.5 November, 2011,pending 201110347320.0 November, 2011,pending ZL200510010279.2 June 6, 2007 approved A sprayed directly material used in car bumper ZL20081005170.8 January 12, 2011 approved 15 Trademark We own the trademarks for our graphic logo and Chinese characters of "Xinda”, which we use in packaging our products and marketing ourselves. Certification Process To meet the requirements of an automobile manufacturer, products used as component parts must pass a rigorous certification process by the manufacturer’s technological quality assurance department before they can be approved for and used in production. The certification process consists of three stages. First, the automobile manufacturer reviews the manufacturer of modified plastics. The examination involves assessment of the operation history of the modified plastics manufacturer, their experience in providing component services, the specialization of their factory equipment, their research and development capacity and quality assurance systems. The manufacturer’s operations need to meet the requirements of the automobile manufacturer. Once the initial review is passed, the modified plastics manufacturer will obtain a qualification as an automobile component manufacturer. This initial stage takes approximately sixteen to twenty two months to complete. Second, the automobile manufacturer and the manufacturer of modified plastics reach an understanding about a product specification. The modified plastics manufacturer provides product research and development materials to the automobile manufacturer for inspection. The automobile manufacturer tests the product specification according to its standards and, if results are satisfactory, the modified plastics manufacturer obtains a product specification certification and enters the product certification stage. The second stage takes approximately eight months to complete. Third, the parties complete technology R&D tests and perform automobile component finished parts tests. The product undergoes additional testing by the automobile manufacturer and is used in road tests. This stage takes approximately five to fifteen months depending on whether the car model is an existing model or a new model. At the conclusion of the third stage, the modified plastics manufacturer receives a product certification from the automobile manufacturer. We believe that the necessity, rigorousness, complexity and duration of the certification process make it difficult for outside competitors to enter the field in a short period of time. We have obtained 211 certifications from automobile manufacturers as of December 31, 2011 which we believe is currently one of the largest portfolios of product certifications in the Chinese automobile modified plastics industry. Sales and Marketing Currently, our sales network focuses on the northeastern, northern and eastern regions of China. We primarily sell to end customers through our approved distributors. To a less extent, we also sell directly to end customers. A typical customer development cycle starts when our R&D staffs develop customized products for new customers and obtain product certifications. These customers are usually major automobile parts manufacturers who can only source from suppliers like China XD with product certifications granted by major automobile manufacturers. After we established relationships with these customers and began to have large volume of transactions with them, we assign the customers to our distributors according to our internal policies. In 2011, approximately 96.8% of our sales were generated from distributors. 16 We enter into distribution agreements with local distributors in areas where large automobile manufacturers are located. The distribution agreements usually have a term of three years, during which period we can enter into distribution agreements with other distributors for our products. The distributors are responsible for marketing and distributing our products. Through the established sales channels, we can quickly respond to local market demand, address customer needs, enhance our ability to provide technical support and after-sales services, and lower our marketing expenses. Our general credit term with our distributors is three months and our collection of payment from distributors is not contingent upon their cash collection from end customers. We manufacture products according to orders received from our distributors and maintain a certain quantity of raw materials based on our experience and the distributors order patterns. By doing this we hope to ensure the smooth implementation of the production plan of major automobile manufacturers and avoid risks of inventory shortage. We do not provide the distributors nor end customers with the right of return, price protection or any other concessions. We allow for an exchange of products or return only if the products are defective. We have been actively extending our distribution network to seven distributors in 2011 and we believe we have good control on our distribution network. We believe that we have been able to secure and maintain strong relationships with our customers due to our existing certifications, advanced technologies and high product quality, which establish a higher barrier to entry. Most of the new customer relationships will be developed through our own R&D and sales force and maintained by our R&D and sales professionals, and our distributors. According to our distribution contracts, our distributors are prohibited from selling our competitors’ products and required to use the product certificate, brand name and package standards set by us during the distribution period. After the expiration of the distribution contracts in absence of renewal, we retain the customer relationships with end customers. Fluctuation in the cost of raw materials affects the selling price of our products. According to our sales contracts, after we receive a sales order, if the increase or decrease in the procurement prices of plastic resin, our key raw material, is over 5%, we will adjust the prices of our products by the same amount of the increase or decrease of the raw materials. As a result, we are able to pass on most of the increase in the cost of our raw materials to our customers. The actual monthly orders by our distributors may vary from our annual contract, though the variation is usually small. The Company sells its products, substantially through approved distributors in the PRC. The Company’s sales to its distributors are highly concentrated. Sales to four and three major distributors, which individually exceeded 10% of the Company’s revenues, accounted for approximately 73.7% and 73.3% of the Company’s revenues for the years ended December 31, 2011 and 2010, respectively. The Company expects revenues from these distributors to continue to represent a substantial portion of its revenue in the future. Competition The PRC automotive modified plastics industry is growing rapidly and highly fragmented with the top three domestic producers occupying less than approximately 22.1% of the market shares in 2010 according to the Frost & Sullivan’s report. According to Frost & Sullivan’s report, in terms of sales volume and production capacity, we are one of the leading domestic specialized manufacturers of modified plastic for automobile parts in China, with a market share of approximately 5.4% in 2010 and 7.2% in 2011. In 2011, our sales volume of automotive plastics was approximately 151,000 MT. As of December 31, 2011, our annual production capacity of automotive plastics was 165,000 MT. We installed 20 new product lines on December 11, 2011. The 20 new production lines will be utilized primarily for the manufacture of higher value-added modified plastics products. Once fully ramped up, the lines will increase the Company's total production capacity by 90,000 MT to 255,000 MT per annum. The additional capacity will start to contribute to the Company's production capacity during the first quarter of 2012. 17 Currently, Harbin Xinda’s primary Chinese competitor in the automobile industry is Guangzhou Kingfa Science & Technology Co., Ltd. ("Guangzhou Kingfa”). Guangzhou Kingfa entered the automotive modified plastics market in 2006 and its facilities had an annual manufacturing capacity of 169,000 MT for its modified plastics products used in the automobile industry at the end of 2010. Kingfa has the largest capacity expansion plans and is expected to expand to 472,000 MT by 2012, but its utilization rate of production capacity is expected to be lower than that of China XD based on Frost & Sullivan’s report. Guangzhou Kingfa has much larger financial resources than Harbin Xinda. However, we believe that it currently holds fewer number of product certifications for automotive modified plastic to the automobile industry compared to Harbin Xinda. Another top domestic manufacturer of modified plastic is Shanghai Pret Composites Co., Ltd. ("Shanghai Pret”), which focuses on the production of automotive plastics. According to Frost & Sullivan’s report, it had an annual capacity of 61,800 MT and sales volume of 50,600 MT in 2010. The Chinese auto market predominantly uses modified plastics manufactured overseas or in factories controlled by foreign companies, such as manufacturers from Germany, the Netherlands and Japan. Although China’s automotive plastic market is dominated by foreign or JV players, Chinese suppliers are continually gaining market share. It is estimated that automotive plastics imported or manufactured by multinational and JV companies accounted for approximately 51% of the total China automotive plastic supply in 2011, decreasing from 65% in 2005. JV manufacturers based in China in automotive plastics sector have been slow to invest and expand in China. Compared to foreign competitors including JV manufacturers, domestic manufacturers can benefit from the lower costs and geographical proximity in China. As local players continue to invest in research and development, enhance product quality and improve management skills, we believe that domestic production of automotive plastic will compete very favorably with the foreign competitors in terms of price, quality, services and delivery times and continually replace imported plastics. Our Competitive Strengths We believe that the following competitive strengths continue to enable us to compete effectively in the automotive modified plastics market in the PRC: ● Leading Market Position with High Barrier to Entry. We believe that we are one of the China’s leading specialized manufacturers of modified plastic for automobile parts in terms of sales volume and production capacity, with a market share of approximately 7.2% in 2011. The PRC automotive modified plastics industry is growing rapidly and is highly fragmented with the top three domestic producers occupying less than approximately 22.1% of the market shares in 2010. In 2011, our sales volume of automotive plastics was approximately 151,000 MT, representing a growth of 33.0% compared to that in 2010. As of December 31, 2011, our annual production capacity of automotive plastics was 165,000 MT. We believe our leading market position allows us to successfully compete with other foreign and domestic modified plastic manufacturers in the market. Being one of the leading specialized manufacturer of automotive modified plastics in China, we believe we are well-positioned to not only grow with the increasing market demand but increase market share by replacing smaller and less efficient modified plastic manufacturer. In addition, as a result of our consistent research and development efforts, we have obtained 211 product certifications from major automotive manufacturers in the PRC as of December 31, 2011, which we believe is among the largest numbers of product certifications by any domestic player in China’s automotive plastics industry. Strict certification requirements and long certification periods result in high barriers to entry. Our current or potential competitors are required to obtain relevant product certifications from automotive manufacturers in order to compete with us. Each certification normally takes over two years to complete, and as a result, automotive manufacturers are reluctant to change suppliers like us who have already received necessary certifications and proven consistent product quality. We believe that having one of the largest portfolios of product certifications in China allows us to strengthen our competitive position. 18 ● ● ● Long-Term Relationships with Reputable End Users. Our senior management has been involved in the business of modified plastics since 1985. We benefit from the industry connections and experience of our senior management, which have enabled us to establish long-term customer relationships and strong industry recognition. We are a qualified provider of high-quality automotive plastics, and have sold our products through plastic auto part manufacturers to many leading automotive manufacturers in China. Currently, our modified plastics are utilized in more than 20 automobile brands and over 70 automobile models manufactured in China, including Audi, Volkswagen, BMW, GM Mazda, Toyota, Cherry, Geely and Hafei new energy vehicles.. We believe that our brand and our products are well recognized and respected in China’s automotive modified plastics market. High Quality Products with Lower Costs. We purchase our raw materials from a small number of large suppliers who procure resins locally or internationally. By concentrating our purchases from a small group of suppliers, we are able to keep the costs of purchasing raw materials relatively low. Also, since our manufacturing facilities are located in China where labor, raw materials and operation costs are relatively lower, we are able to charge lower prices than our international competitors while maintaining comparable quality. Compared to our domestic competitors, we believe our long-standing manufacturing experience, in-depth market knowledge, significant scale of economy and strong R&D capabilities enable us to provide higher quality products at competitive prices. Manufacturing facilities are critical to the quality of products. We have in the past invested substantial time and resources in building state-of-the-art production lines to enhance our product quality. Our facilities have maintained ISO/TS16949, a certification of quality management systems specific to the automotive industry. Strong Customer-Oriented R&D Capabilities. The modified plastics industry is characterized by rapid development and increasing demand for high quality products. We have strong R&D capabilities that allow us to have successfully passed OEM automakers’ certification processes in the past and continually introduce new and high quality products to the market. Compared to international plastic supply models, which target larger scale applications of common plastics and involve less customization and specialization, we provide customer-oriented product development through our certification process. By working closely with our customers, we are able to adjust our product features to better satisfy the specific needs of each customer. To achieve this, we have staffed our R&D team with 94 professionals, of whom 37 have Ph.D. and Master’s degrees. On average, our R&D employees have worked with us for more than three years, and some key experts have more than 10 years of experience in our industry. We have also cooperated with a number of the leading technology centers in China. Besides providing specialized research and development skills, these relationships help us to formulate cutting edge research programs aimed at developing new technologies and applications in plastics engineering. We currently have two approved patents and have 24 patent applications pending with the State Intellectual Property Office of the P.R.C., or SIPO. 19 ● ● ● Established Distribution Model. Through seven distributors across China, we have established distribution networks that cover northeast, north and east China, with a current focus on northeast China. We enter into distribution agreements with local distributors in areas where large automobile manufacturers are located. By leveraging the proximity of our distributors to the automobile manufacturers, we can enhance our relationships with our customers. Through the established sales channels, we can quickly respond to local market demand, address customer needs, enhance our ability to provide superior technological support and after-sales services, and lower our marketing expenses. At the same time, our distributors are responsible for the payments to us which is not contingent upon their cash collection from end customers. By actively managing our distribution network, we are also able to accelerate local market penetration and increase sales opportunities. For example, we entered the north China market in 2009 through a local distributor, one year earlier than we planned, and in 2011 north and east China account for approximately 18.4% and 19.2% of our revenues, respectively. Seasoned Management Team. Our senior management team and key personnel have extensive operating and industry experience. Mr. Han, our chief executive officer and president, founded our former affiliate Harbin Xinda Nylon Factory in 1985. With 27 years of industry experience, Mr. Han has in-depth knowledge and expertise of China’s modified plastic industry. He currently serves as executive director of the China Plastic Processing Industry Association and as a member of the Standing Committee of the Heilongjiang Association of Industry and Commerce. Our chief executive officer, chief technology officer and chief operating officer have over 50 years combined experience in the modified plastics industry and we believe their extensive professionalism and knowledge can well serve our customers. Sufficient Capital Resources. We received US$100 million investment from MSPEA Modified Plastics Holding Limited, a Cayman Islands company and an affiliate of Morgan Stanley ("MSPEA”), one of the leading private equity investors in Asia, for a significant non-controlling ownership stake in the Company in 2011. The proceeds from this investment will help us expand and further upgrade our production capabilities. In addition, as the holder of Series D Preferred Stock, MSPEA is entitled to appoint and has appointed two directors to our Board, who are able to contribute their extensive transactions experience to help the Company with acquisition opportunities to expand our production capacity and our business into overseas markets. Our Strategies Our goal is to capitalize on China’s modified plastics growth trend, with a specific focus on applications in the auto sector, and to eventually be the leading modified plastics manufacturer in China. We are committed to enhancing our sales and profitability and achieving our goals through the following strategies: ● Continue to Increase Production Capacity. Over the past five years, we have consistently increased production capacity to meet the rising demands of the automotive industry in the PRC. As of December 31, 2011, we have an installed annual production capacity of 165,000 MT, and we have been operating at near full capacity since 2007. With the expected strong growth in the automotive modified plastics market of China, we expect that we will continue to experience strong demand from our customers. Therefore, we intend to continue to strategically increase our production capacity to meet customer demands from both expanded geographical location and future downstream sector growth. We plan to continually increase our annual capacity to reach approximately 300,000 MT by 2013 and approximately 500,000 MT by 2015. 20 ● ● ● ● Focus on R&D and Develop New Product Offerings. We are currently utilizing our research and development capabilities to obtain further product certifications, develop new products, applications and technologies. Approximately 29.5% of our automotive plastic product certification applications are currently undergoing trial manufacturing periods to obtain the necessary certifications. In addition, we are developing new products for automotive applications to expand our product portfolio, including initiating R&D on modified plastic for use in electric vehicles. We are also developing specialty engineering plastics and bio-plastics for use in other applications, such as high-speed trains, vessel-propulsion systems, mining and oil-field equipment and aerospace equipments. We have operated a new research center since May 2011. We are the first non State-Owned-Enterprise awarded National Level Enterprise Technology Center, in Heilongjiang Province. In addition, we have Post-PhD and Academy Member WorkStation in Heilongjiang Province enhancing our research and development capabilities. Expand Customer Base Domestically and Internationally. The automotive plastics market in the PRC is highly fragmented with significant barriers to entry. Although we have approximately 7.2% of the market share in 2011, our customer coverage is concentrated in the northeast regions of the PRC. We seek to increase our market share in northeast China, and also expand our reach to northern and eastern China. In addition, we intend to have sales in overseas markets and export our products by 2013. We plan to implement such strategies through further expanding our distribution network by working with local distributors who have contacts and networks overseas and directly establishing strategic alliances with certain of our non-PRC customers. Pursue Selective Strategic Acquisitions. While we have experienced substantial organic growth, we plan to pursue a disciplined and targeted acquisition strategy to accelerate our growth. Our strategy will focus on strengthening presence in certain geographies, improving our penetration in attractive markets, enhancing research and development capabilities and acquiring new markets or customers. Increase Efficiency by Corporate Restructuring. We are currently implementing a corporate restructuring plan with the aim of establishing a more efficient company group structure, as a result of which every subsidiary will be more easily accessible to the customers and our operation will respond to the market changes in a more efficient manner. We aim to complete the corporate restructuring plan by the end of 2012. Environmental Laws The cost of compliance with Chinese environmental regulations currently is minimal. Most of the waste produced from our production process is water, which we circulate in our enclosed water treatment system. Employees China XD’s operations are organized into several operational departments including manufacturing, Research & Development ("R&D”), management, finance, sales, purchasing and marketing and others. As of December 31, 2011, there were 537 employees, including 213 in manufacturing, 94 in R&D, 89 in management, 19 in finance, 48 in sales, purchasing and marketing and 74 in other departments. 21 ITEM 1A. RISK FACTORS In addition to the other information in this Form 10-K, readers should carefully consider the following important factors. These factors, among others, in some cases have affected, and in the future could affect, our financial condition and results of operations and could cause our future results to differ materially from those expressed or implied in any forward-looking statements that appear in this on Form 10-K or that we have made or will make elsewhere. The global economic crisis could further impair the automotive industry thereby limiting demand for our products. The continuation or intensification of the recent global economic crisis arising from the European debt crisis may adversely impact our business, and the businesses of our customers. Our specialized plastics are sold to automobile parts manufacturers and distributors. The recent global economic crisis harmed most industries and has been detrimental to the automotive industry. Since virtually all of our sales are made to auto industry participants, our sales and business operations are dependent on the financial health of the automotive industry and could suffer if our customers experience, or continue to experience, a downturn in their business. Presently, it is unclear whether and to what extent the economic stimulus measures facilitated by the European Union and other governments throughout the world will mitigate the effects of the crisis on the automotive industry and other industries that affect our business. We concentrate our operations primarily in the automotive industry, therefore, a contraction in automotive sales and production could have a material adverse effect on our results of operations and liquidity. We develop, manufacture, and distribute modified plastic, primarily for use in automobiles. Automotive sales and production are highly cyclical and depend, among other things, on general economic conditions and consumer spending and preferences (which can be affected by a number of issues including fuel costs and the availability of consumer financing). As the volume of automotive production fluctuates, the demand for our products also fluctuates. While the China automotive sales and production maintained growth momentum in 2010 and continued to grow in 2011, however the growth rate was significantly down from previous years. A contraction in automotive sales and production could harm our results of operations and financial condition. Consequently, we are exposed to the risks of adverse developments affecting the auto industry to a greater extent than if our operations were dispersed over a variety of industries. The withdrawal of preferential government policies and the tightening control over the Chinese automotive industry and automobile purchase restrictions imposed in certain major cities may limit market demand for our products. In 2011, Chinese government terminated two preferential policies for its automotive industry: (1) vehicles with 1.6L or lower air displacement were given a 50% discount in purchase tax and (2) the vehicles sold in rural area were given a government subsidy. Since 2011, in order to resolve the extreme traffic congestion, the Beijing government has been implementing the vehicle purchase quota policy, which limits the maximum vehicles sold in Beijing per month to 20,000. Other cities which have begun to show signs of traffic congestion have also begun to implement similar measures to control traffic congestion, including the limited automobile licenses policy implemented in Shanghai and the imposition of congestion charges in Shenzhen. The termination of two nation-wide preferential policies negatively affected consumer demand for new vehicles, and local restrictive measures over automobile purchases in major cities may result in the reduction in the sale of vehicles nationwide. According to Rao Da, secretary-general of China Passenger Vehicle Association as reported on February 3, 2012, China’s total new automobile sales to end-users in 2011 were down 7 percent compared to those in 2010. The national and local policies over the Chinese automotive industry may continue to impact market demand for automobiles in 2012 and eventually result in a reduction in our product sales. 22 The Chinese automotive industry's growth is slowing after the rapid growth since 2000 and such slowdown may adversely affect the market demand for our products. There is a direct correlation between our business and automobile production volume and sales, which are dependent on economic policies and market sentiment. The Chinese automotive industry had been rapidly growing for a decade prior to 2011. However, inflation, higher interest rates, tighter bank lending, lifting of consumer subsidies and buying restrictions in congested cities all contributed to a more modest environment in 2011, resulting in the sharp slow-down in automobile sales volume growth rate to 3%, compared to 46% in 2009 and 34% in 2010, representing the lowest growth rate in the past 13 years, according to the latest data issued by China Association of Automobile Manufacturers. Any significant reduction in automobile production and sales would have a material and adverse effect on our business. There can be no assurance that the market conditions, government policies and other factors leading to the existing slowdown in demand for automobiles will not continue. The decline in demand for automobiles would directly and adversely affect demand for our products and hence our business, financial condition and results of operations. In the event we do not comply with our obligations under our loan agreements with Longjiang Bank and Bank of Communication, which loans are secured by our land use rights, certain buildings and machinery, our business may be adversely affected and disrupted. Harbin Xinda has entered into short term loan agreements with Longjiang Bank and Bank of Communication. The loans are secured by (i) Harbin Xinda’s land use right, buildings and machinery, and (ii) equipment of Harbin Xinda High-Tech Co., Ltd. ("Xinda High-Tech”), a related party as collateral and also guaranteed by Mr. Jie Han and his spouse. Although we are in compliance and intend to continue to be in compliance with the payment terms and our other obligations under the loan agreements, we may not be able to repay these loans. In the event of a default on these obligations, Longjiang Bank and Bank of Communication may seize control over the pledged collateral, as a result of which our business may be adversely affected and disrupted. A large percentage of our sales revenue is derived from sales to a limited number of distributors and a limited number of customers, and our business will suffer if sales to these customers decline. A significant portion of our sales revenue historically has been derived from a limited number of distributors. Our top four and three distributors accounted for approximately 73.7% of our revenues in 2011 and approximately 73.3% in 2010, respectively. Any significant reduction in demand for modified plastics by any of these major customers or our distributors and any decrease in demand of products by its customers could harm our sales and business operations, financial condition and results of operations. We are dependent on a limited number of suppliers. While we have identified alternative sources for the materials and equipment we use, a temporary disruption in our ability to procure necessary materials and equipment could adversely impact our sales in future periods. Materials constitute a substantial part of the cost of our products. We seek to reduce the cost of raw materials by dealing with major suppliers. During the year ended December 31, 2011, the Company purchased approximately 98.1% of the Company’s raw materials from three major suppliers. The Company purchased equipment from one major supplier, which accounted for 99.7% of the Company's equipment purchases for the year ended December 31, 2011. We believe the relationship with our suppliers is satisfactory and that alternative suppliers are available if relationships falter or existing suppliers should become unable to keep up with our requirements. However, there can be no assurance that our current or future suppliers will be able to meet our requirements on commercially reasonable terms or within scheduled delivery times. An interruption of our arrangements with suppliers could cause a delay in the production of our products for timely delivery to distributors and customers which could result in a loss of sales in future periods. 23 If we are subject to product quality or liability claims relating to our products, we may incur significant litigation expenses and management may have to devote significant time defending such claims, which if determined adversely to us, could require us to pay significant damage awards. Although we have adopted certain internal measures to supervise and examine the quality of our products, we may be subject to legal proceedings and claims from time to time relating to our product quality. The defense of these proceedings and claims could be both costly and time-consuming and significantly divert the efforts and resources of our management. An adverse determination in any such proceedings could subject us to significant liability. In addition, any such proceeding, even if ultimately determined in our favor, could damage our market reputation and prevent us from maintaining or increasing sales and market share. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase of our products. We have limited insurance coverage on our assets in China and any uninsured loss or damage to our property, business disruption or litigation may result in our incurring substantial costs. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited insurance products. Other than automobile insurance on certain vehicles and property and casualty insurance for some of our assets such as factories and equipments we do not have insurance coverage on our other assets or inventories, nor do we have any business interruption, product liability or litigation insurance for our operations in China. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured loss or damage to property, business disruption or litigation may result in our incurring substantial costs and the diversion of our resources, which may have a material adverse effect on our results of operations, financial condition and/or liquidity. SAFE regulations relating to offshore investment activities by PRC individuals may increase our administrative burden and restrict our overseas and cross-border investment activity. If our shareholders and beneficial owners who are PRC individuals fail to make any required applications, registrations and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws. The State Administration of Foreign Exchange, or "SAFE”, has promulgated several regulations, including Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Oversea Special Purpose Vehicles, or the "Circular No. 75,” issued in November 2005 and certain implementation rules issued in recent years, requiring registrations with, and approvals from, PRC government authorities in connection with direct or indirect offshore investment activities by PRC residents and citizens individuals. In May 2011, SAFE enacted "Circular of the State Administration of Foreign Exchange on Printing and Distributing on the Operating Rules for the Administration of Foreign Exchange with Respect to the Financing and Round-tripping Investment of Domestic Residents via Overseas Special Purpose Companies” ("Circular No. 19”). Circular No. 19 does not change the registration requirements imposed by Circular No. 75, but clarifies and simplifies the registration procedures. These regulations apply to our shareholders and beneficial owners who are PRC individuals. 24 The Circular No. 75 requires PRC individuals to register with relevant local branches of SAFE for their establishment or control of any oversea special purpose vehicles, or the "SPVs,” or the contribution of assets of or their equity interests in any domestic company to any SPV, or any material changes of the SPVs. Failure to make the required SAFE registration may result in penalties including that our PRC subsidiaries may be prohibited from making distributions of profit to the SPV and from paying the SPV proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. We have requested our shareholders and beneficial owners who are PRC individuals to make the necessary applications and filings as required under these regulations and under any implementing rules or approval practices that may be established under these regulations. As of the date of this Annual Report on Form 10-K, Mr. Han, our chief executive officer’s beneficial ownerships in China XD and XD. Engineering Plastics Company Limited respectively have been registered with local SAFE in accordance with Circular No. 75 and Circular No. 19. However we cannot assure you that the rest of our shareholders and beneficial owners who are PRC individuals have timely updated their registrations with SAFE. The failure or inability of our PRC shareholders and beneficial owners make any required registrations may subject us to fines and legal sanctions, restrict our overseas or cross-border investment activities, limit our PRC subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, as a result of which our acquisition strategy and business operations and our ability to distribute profits to you could be materially and adversely affected. On December 25, 2006, the People’s Bank of China issued the Administration Measures on Individual Foreign Exchange Control, and the corresponding Implementing Rules were issued by SAFE on January 5, 2007, both of these regulations became effective on February 1, 2007. According to these regulations, all foreign exchange matters relating to employee stock holding plans, share option plans or similar plans in which PRC citizens will participate require approval from SAFE or its authorized branch. On March 28, 2007, SAFE issued the Application Procedure of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Holding Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rule. Under the Stock Option Rule, Chinese citizens who were granted share options or shares by an offshore listed company were required, through a Chinese agent or Chinese subsidiary of the offshore listed company, to register with SAFE and complete certain other procedures. We are an offshore listed company and, as a result, we and our Chinese employees who had been granted share options or shares under our existing share incentive plan were subject to the Stock Option Rule. We did not obtain a registration with the local SAFE in Heilongjiang in connection with the options we granted to our PRC employees under our existing share incentive plan, because local SAFE in Heilongjiang orally informed us that we were not required to obtain such registration with it, and that we only needed to apply for verification in connection with establishment of a foreign exchange account and purchase of foreign currency when our employees planned to sell incentive shares or to exercise options. In February 2012, SAFE promulgated the Notice on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or the New Stock Option Rules, which replaced and substituted the Stock Option Rule. According to the New Stock Option Rules, if a PRC resident participates in any stock incentive plan of an overseas publicly-listed company, a qualified PRC domestic agent must, among other things, file on behalf of such participant an application with SAFE to conduct the SAFE registration with respect to such stock incentive plan and obtain approval for an annual allowance with respect to the purchase of foreign exchange in connection with the exercise or sale of stock options or stock such participant holds. Such participating PRC resident’s foreign exchange income received from the sale of stock and dividends distributed by the overseas publicly-listed company must be fully remitted into a specific domestic foreign currency account opened and managed by such PRC agent first, before distribution to such participants. 25 We are an offshore listed company and, as a result, any Chinese employee, or foreign employee who resides in PRC more than one year consecutively, of our PRC subsidiaries, including without limitation, directors, supervisors and other senior management staffs of our PRC subsidiaries, who have been granted share options or shares under our existing share incentive plan are subject to the New Stock Option Rules. We will make an application with local SAFE in Heilongjiang to obtain a registration in respect of our incentive share plan in accordance with the New Stock Option Rules. If our PRC subsidiaries or their qualified employees fail to comply with these regulations, including the New Stock Option Rules, they may be subject to fines or other legal sanctions imposed by SAFE or other Chinese government authorities. Under the PRC EIT Law, we and/or Favor Sea BVI may be classified as a "resident enterprise” of the PRC. Such classification could result in tax consequences to us, our non-PRC resident shareholders and Favor Sea BVI. On March 16, 2007, the National People’s Congress approved and promulgated a new tax law, the PRC Enterprise Income Tax Law, or "EIT Law,” which took effect on January 1, 2008. Under the EIT Law, enterprises are classified as resident enterprises and non-resident enterprises. An enterprise established outside of China with "de facto management bodies” within China is considered a "resident enterprise,” and subject to the uniform 25% enterprise income tax rate on global income. The implementing rules of the EIT Law define "de facto management bodies” as a managing body that in practice exercises "substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise; however, due to the short history of the EIT Law and lack of applicable legal precedents, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China, or whether we or our non-PRC subsidiaries would be deemed as resident enterprises of the PRC. If the PRC tax authorities determine that we, Favor Sea Limited, a British Virgin Islands corporation ("Favor Sea BVI”) and/or Hong Kong Engineering Plastics Company Limited, a Hong Kong corporation ("HK Engineering Plastics”), are "resident enterprises” for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. We, Favor Sea BVI and/or HK Engineering Plastics may be subject to enterprise income tax at a rate of 25% on our, Favor Sea BVI and/or HK Engineering Plastics’s worldwide taxable income, as well as PRC enterprise income tax reporting obligations. However, under the EIT Law and its implementing rules, dividends paid between "qualified resident enterprises” are exempt from enterprise income tax. As a result, if we, Favor Sea BVI and HK Engineering Plastics are treated as PRC "qualified resident enterprises,” all dividends paid from Harbin Xinda to HK Engineering Plastics, from HK Engineering Plastics to Favor Sea BVI and from Favor Sea BVI to us may be exempt from PRC tax. On April 22, 2009, State Administration of Taxation (the "SAT”) enacted "Circular of the State Administration of Taxation on Issues Concerning the Identification of Chinese- Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Organizational Management”. On July 27, 2011, SAT enacted "Announcement of the State Administration of Taxation on Printing and Distributing the Administrative Measures for Income Tax on Chinese-controlled Resident Enterprises Incorporated Overseas (Trial Implementation)”. Under those two rules, either the enterprises may request the PRC tax authorities to determine their "resident enterprises” identity or the tax authority may investigate and determine an enterprise’s identity. The target enterprises under those two rules are foreign registered companies controlled by the PRC companies, however, the PRC tax authority may determine if a foreign registered company controlled by the PRC individual(s) is a "resident enterprise” or not by reference to those two rules. 26 If we, Favor Sea BVI and HK Engineering Plastics are treated as PRC "non-resident enterprises” under the EIT Law, then dividends that HK Engineering Plastics receives from Harbin Xinda (assuming such dividends were considered sourced within the PRC) (i) may be subject to a 5% PRC withholding tax, if the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the "PRC-HK Tax Treaty”) were applicable, or (ii) if the PRC-HK Tax Treaty does not apply (i.e., because the PRC tax authorities may deem HK Engineering Plastics to be a conduit not entitled to treaty benefits), may be subject to a 10% PRC withholding tax. Similarly, if we and Favor Sea BVI were treated as PRC "non-resident enterprises” under the EIT Law, and HK Engineering Plastics were treated as a PRC "resident enterprise” under the EIT Law, then dividends that Favor Sea BVI receive from HK Engineering Plastics (assuming such dividends were considered sourced within the PRC) may be subject to a 10% PRC withholding tax; if we were treated as a PRC "non-resident enterprise” under the EIT Law, and Favor Sea BVI and HK Engineering Plastics were treated as PRC "resident enterprises” under the EIT Law, then dividends that we receive from Favor Sea BVI (assuming such dividends were considered sourced within the PRC) may be subject to a 10% PRC withholding tax. Any such taxes on dividends could materially reduce the amount of dividends, if any, we could pay to our shareholders. Finally, if we were deemed as a "resident enterprise,” the new "resident enterprise” classification could result in a situation in which an up to 10% PRC tax is imposed on dividends we pay to our non-PRC shareholders that are not PRC tax "resident enterprises”. In such event, we may be required to withhold an up to 10% PRC tax on any dividends paid to non-PRC resident enterprise shareholders. Our non-PRC resident enterprise shareholders also may be responsible for paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our ordinary shares in certain circumstances if such income is considered PRC-sourced income by relevant tax authorities. We would not, however, have an obligation to withhold PRC tax with respect to such gain. On December 15, 2009, the State Administration of Taxation ("SAT”) released Circular Guoshuihan No. 698 ("Circular 698”) that reinforces the taxation of non-listed equity transfers by non-resident enterprises through overseas holding vehicles. Circular 698 is retroactively effective from January 1, 2008. Circular 698 addresses indirect share transfer as well as other issues. According to Circular 698, where a foreign (non-PRC resident) investor who indirectly holds shares in a PRC resident enterprise through a non- PRC offshore holding company indirectly transfers equity interests in a PRC resident enterprise by selling the shares of the offshore holding company, and the latter is located in a country or jurisdiction where the effective tax burden is less than 12.5% or where the offshore income of its residents is not taxable, the foreign investor is required to provide the PRC tax authority in charge of that PRC resident enterprise with certain relevant information within 30 days of the transfer. The tax authorities in charge will evaluate the offshore transaction for tax purposes. In the event that the tax authorities determine that such transfer is abusing forms of business organization lack of reasonable commercial purpose or for purpose of avoidance of PRC income tax liability, the PRC tax authorities will have the power to re-assess the nature of the equity transfer under the doctrine of substance over form. If the relevant tax authority’s challenge of a transfer is successful, it may disregard the existence of the offshore holding company that is used for tax planning purposes and require seller to pay PRC tax on the capital gain from such transfer. Since Circular 698 has a short history, there is uncertainty as to its application. We (or a foreign investor) may become at risk of being taxed under Circular 698 and may be required to expend valuable resources to comply with Circular 698 or to establish that we (or such foreign investor) should not be taxed under Circular 698, which could have a material adverse effect on our financial condition and results of operations (or such foreign investor’s investment in us). If any such PRC taxes apply, a non-PRC resident shareholder may be entitled to a reduced rate of PRC taxes under an applicable income tax treaty and/or a foreign tax credit against such shareholder’s domestic income tax liability (subject to applicable conditions and limitations). Prospective investors should consult with their own tax advisors regarding the applicability of any such taxes, the effects of any applicable income tax treaties, and any available foreign tax credits. 27 PRC regulations relating to mergers and acquisitions of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties. On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, or the MOFCOM, the State Assets Supervision and Administration Commission, or the SASAC, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, or the CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006. The M&A Rule purports, among other things, (i) to require any PRC company, enterprise or individual that intends to merge or acquire its domestic affiliated company in the name of an overseas company which it lawfully established or controls, to apply for MOFCOM’s examination on and approval for the proposed merger or acquisition; and (ii) to require SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. Interpretation and enforcement of the M&A Rule in terms of offshore listing by SPVs always remain uncertain. As a result, we are not sure whether the M&A Rule would require us or our entities in China to obtain the approval from either the MOFCOM or the CSRC or any other regulatory agencies in connection with the transaction contemplated by the share transfer contracts which were entered into between Mr. Jie Han, Mr. Qingwei Ma and Hong Kong Engineering Plastics Company Limited on June 26, 2008 , the transaction contemplated in the Agreement and Plan of Merger entered into by and among NB Telecom, Favor Sea (BVI) and the shareholders of Favor Sea (BVI) on December 24, 2008 (detailed description of both of the two aforesaid transactions and relevant contracts can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on April 14, 2010) the adoption and performance of the option agreement dated May 16, 2008 between Ms. Piao and Mr. Han. Further, if the PRC government finds that we or our Chinese stockholders did not obtain the MOFCOM or CSRC approval, which the MOFCOM or CSRC may think we should have obtained before executing the aforesaid agreements, we could be subject to severe penalties. The M&A Rule does not stipulate the specific penalty terms, so we are not able to predict what penalties we may face, and how such penalties will affect our business operations or future strategy. Our business will suffer if we cannot obtain or maintain necessary permits or approvals. Under PRC laws, we are required to obtain from various PRC governmental authorities certain permits and licenses in relation to the operation of our business. These permits and licenses are subject to periodic renewal and/or reassessment by the relevant PRC government authorities and the standards of compliance required in relation thereto may from time to time be subject to change. We cannot assure you that we can always obtain, maintain or renew all the permits and licenses in a timely manner. Additionally, any changes in compliance standards, or any new laws or regulations that may prohibit or render it more restrictive for us to conduct our business or increase our compliance costs may adversely affect our operations or profitability. Any failure by us to obtain, maintain or renew necessary licenses, permits and approvals, could subject us to fines and other penalties and limit the business we could conduct, which could have a material adverse effect on the operation of our business. In addition, we may not be able to carry on business without such permits and licenses being renewed and/or reassessed. Pursuant to PRC laws and regulations, construction or expansion of a building or a production facility is subject to various permits and approvals from different government authorities. In connection with the construction of Harbin Xinda’s factory and production facilities, which has already been completed and put into operation, we obtained a project approval from Administration Committee of Harbin Economic and Technological & High-tech Development Zone and an approval for the environmental impact assessment report on the construction project of Harbin Xinda in 2003. However, certain other necessary permits relating to the construction and operation of Harbin Xinda’s factory and production facilities are outstanding. Failure to obtain all necessary approvals/permits may subject us to various penalties, such as fines or being required to vacate from the facilities where we currently operate our business. 28 Increased environmental regulation in China could increase our costs of operation. Certain processes utilized in the production of modified plastics result in toxic by-products. To date, the Chinese government has imposed only limited regulation on the production of these by-products, and enforcement of the regulations has been sparse. Recently, however, there is a substantial increase in focus on the Chinese environment, which has inspired considerable new regulation. Because Harbin Xinda plans to export plastics to the U.S. and Europe in coming years, Harbin Xinda has developed certain safeguards in its manufacturing processes to assure compliance with the environmental protection standard ISO/TS16949 Quality Assurance Standard, the European Union’s RoHS Standards and Germany’s PAHs Standards. Furthermore, we are in the process of applying for the U.S.’s UL Safety Certification, ISO14001 Environmental Management System Certification and OHSAS18001 Occupational Health Management System Certification. This compliance regimen brings us into compliance with all Chinese environmental regulations. Additional regulation, however, could increase our cost of doing business, which would impair our profitability. We may fail to develop and maintain an effective system of internal controls over financial reporting. As a result, we may not be able to accurately report our financial results or prevent fraud and current and potential shareholders could lose confidence in the integrity of our financial reports, which could harm our business and the trading price of our common stock. Prior to our listing on the US stock exchange, we were a private company with all business operations within China. Our accounting and reporting system was designed to satisfy local statutory requirements and internal management needs. We had limited accounting personnel and resources to address internal control over financial reporting for the purpose of compliance with U.S. GAAP and SEC reporting requirements. Management concluded that our internal controls over financial reporting were ineffective as of December 31, 2011, due to a material weakness and a significant deficiency. The material weakness relates to insufficient competent accounting personal in applying U.S. generally accepted accounting principles, in particular, accounting for Series D preferred stock and application of two class method in the calculation of earnings per share. The significant deficiency relates to our lack of tax expertise to review the income taxes of the entities in the People’s Republic of China (the "PRC”) and the United States of America (the "USA”). Our management is committed to strengthening our internal controls and complying with Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404”). In 2011, we continued to implement a plan, pursuant to which (1) our accounting staff obtained external training of US GAAP and SEC reporting by qualified entity in 2011, (2) we have hired a third party SOX 404 compliance consultant to help us improve our internal controls system, and (3) we continue to seek senior qualified people with requisite expertise and knowledge to help improve our internal control procedures. However, we cannot be certain that these measures we have undertaken will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need may become more complex, and significantly more resources may be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we fail to maintain an effective internal control system, our stockholders and other potential investors may lose confidence in our business operations and the integrity of our financial statements, and may be discouraged from future investments in our company, which may delay or hinder any future business development or expansion plans if we are unable to raise funds in future financings, and our current stockholders may choose to dispose of the shares of common stock they own in our company, which could have a negative impact on our stock price. In addition, non-compliance with SOX 404 could subject us to a variety of administrative sanctions, including the suspension of trading of our stock on the NASDAQ Global Market, ineligibility for listing on other national securities exchanges, and the inability of registered broker-dealers to make a market in our common stock, which could further reduce our stock price. 29 We may be subject to or liable to US taxes, interest and penalties. Because we do not generate any income in the U.S., we do not believe that we owe U.S. federal income taxes for the taxable years ended December 31, 2011 and 2010. However, there can be no assurance that the IRS will agree with this position, and therefore we ultimately could be held liable for U.S. federal income taxes, interest and penalties. Our inability or failure to protect our intellectual property rights may significantly and materially impact our business, financial condition and results of operations. Protection of our proprietary processes, methods and other technology is important to our business. We generally rely on a combination of the patent, trademark and copyright laws of the PRC and laws protecting trade secret in the PRC, as well as licenses and non-disclosure and confidentiality agreements, to protect our intellectual property rights. The patent, trademark and copyright laws of the PRC, as well as laws protecting trade secret in the PRC, may not protect our intellectual property rights to the same extent as the laws of the U.S. Failure to protect our intellectual property rights may result in the loss of valuable proprietary technologies. Additionally, some of our technologies are not covered by any patent or patent application and, even if a patent application has been filed, it may not result in an issued patent. If patents are issued to us, those patents may not provide meaningful protection against competitors or against competitive technologies. In addition, upon the expiration of patents issued to us, we will be unable to prevent our competitors from using or introducing products using the formerly-patented technology. As a result, we may be faced with increased competition and our results of operations may be adversely affected. We cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable. We also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position. While we generally enter into confidentiality/non-disclosure agreements with our employees and third parties to protect our intellectual property, we cannot assure you that our confidentiality/non-disclosure agreements will not be breached, that they will provide meaningful protection for our trade secrets and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or manufacturing expertise. Our intellectual property rights may be challenged or infringed upon by third parties or we may be unable to maintain, renew or enter into new license agreements that are important to our business with third-party owners of intellectual property on reasonable terms. We could also face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages, and we may be required to change our processes, to redesign our products partially or completely, to pay to use the technology of others or to stop using certain technologies or producing the infringing product(s) entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that are not the subject of infringement suits. We may not prevail in any intellectual property litigation and such litigation may result in significant legal costs or otherwise impede our ability to produce and distribute key products. 30 We may be unable to renew the leases for our factories on acceptable terms or these leases may be terminated. As of December 31, 2011, Harbin Xinda operated three separate factories located at 9 Qinling Road (the "Qinling Road Factory”), at 9 North Dalian Road (the "Dalian Road Factory”) and at 9 Jiangnan First Road (the "Jiangnan Road Factory”). Harbin Xinda owns the titles to the land and premises of the Qinling Road Factory. Harbin Xinda leases land and premises of the Dalian Road Factory from Xinda High-Tech. In addition, the Xinda Engineering Center leased an office building at the Dalian Road Factory from Xinda High-Tech. Harbin Xinda is in the process of acquiring the titles to the land and premises at Jiangnan Road Factory. Harbin Xinda and the Xinda Engineering Center’s leases will expire on April 30, 2012 and May 31, 2013 respectively. If we are unable to renew our lease on acceptable terms in due course or if our lease is terminated by the lessor unilaterally for the Dalian Road Factory or acquire the titles to the land and premises at Jiannan Road Factory: · · · · · we may be unable to find a new property with the amenities and in the location we require for our factories, which may result in a factory closure; we may have to relocate to a less desirable location; we may have to relocate to a location with facilities that do not meet our requirements; we may incur significant costs in connection with identifying, securing and relocating to a replacement location; or our factories may experience significant disruption in operations and, as a result, we may be unable to produce products during the period of disruption. Any of these events may materially and adversely affect our business, prospects, results of operations and financial condition. A sharp increase in the demand or the price for raw materials may have a negative impact on our results of operations if we are unable to pass on increases in the cost of raw materials to our customers on a timely basis. The total cost of raw materials made up approximately 98% of our cost of revenues in both 2011 and 2010. Currently, plastic resins are mainly used as a raw material in China’s plastic parts molding industry. The market prices of plastic resins may fluctuate due to changes in supply and demand conditions in that industry. Any sudden shortage of supply or significant increase in demand of plastic resins and additives may result in higher market prices and thereby increase our cost of sales. The prices of plastic resins and additives are, to a certain extent, affected by the price movement of crude oil. The international market prices for crude oil increased in 2011 compared to the fourth quarter of 2010 and continued to rise during the first two months of 2012, which caused the price of raw materials to increase. In addition, under the terms of our customer agreements, we can only increase the sales price for our products if the cost of our raw materials increases by more than 5%. As a result, our inability to increase the selling price of our products to cover increases of less than 5%, may limit our profitability. 31 Our assets are primarily located in China. So any dividends or proceeds from liquidation are subject to the approval of the relevant Chinese government agencies. Our assets are primarily located inside China. Under the laws governing FIEs in China, dividend distribution and liquidation are allowed but subject to special procedures under the relevant laws and rules. Any dividend payment will be subject to the decision of the Board of Directors and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to both the relevant government agency’s approval and supervision as well the foreign exchange control. This may generate additional risk for our investors in case of dividend payment or liquidation. Governmental control of currency conversions may affect the value of your investment. All of our revenue is earned in Renminbi, and any future restrictions on currency conversions may limit our ability to use revenue generated in Renminbi to make dividend or other payments in U.S. dollars. Although the PRC government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises like us may buy, sell or remit foreign currencies only after providing valid commercial documents at a PRC banks specifically authorized to conduct foreign-exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in the PRC, and companies are required to open and maintain separate foreign-exchange accounts for capital account items. There is no guarantee that PRC regulatory authorities will not impose additional restrictions on the convertibility of the Renminbi. Such restrictions could prevent us from distributing dividends and thereby reduce the value of our stock. The fluctuation of the exchange rate of the Renminbi against the dollar could reduce the value of your investment. The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and Renminbi. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into Renminbi for our operations, appreciation of the Renminbi against the U.S. Dollar could reduce the value in Renminbi of our funds. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiaries in China would be reduced. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. Dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an appreciation of the Renminbi against the U.S. dollar of approximately 28.8% from July 21, 2005 to December 31, 2011. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. Dollar. We receive all of our revenues in Renminbi. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the China. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange ("SAFE”) by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi are to be converted into foreign currency and remitted out of the PRC to pay capital expenses, such as the repayment of bank loans denominated in foreign currencies. 32 The PRC government could also restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain expenses as they become due. MSPEA Modified Plastics Holding Limited ("MSPEA”) has significant influence over our affairs. MSPEA currently owns 100% of our outstanding Series D Preferred Stock, representing approximately 23.8% of our issued and outstanding shares of common stock on an as converted basis. Pursuant to the Certificate of Designation of Series D Preferred Stock, holders of Series D Preferred Stock have the right to elect, voting as a separate class, two directors to serve on the Board so long as at least 12,800,000 (adjusted for any dilutive corporate actions) shares of Series D Preferred Stock are outstanding, and one director to serve on the Board if the number of shares of Series D Preferred Stock outstanding at such time is less than 12,800,000 but more than 1,600,000 (in each case adjusted for any dilutive corporate actions). For so long as at least 1,600,000 (adjusted for any dilutive corporate actions) shares of Series D Preferred Stock remain outstanding, holders of Series D Preferred Stock have veto rights over certain material corporate actions of the Company and its subsidiaries as described in the Certificate of Designation of Series D Preferred Stock. As such, MSPEA currently has significant influence over our affairs. Upon the occurrence of certain events, we may be required to redeem all or a portion of the Series D Preferred Stock. The holders of the Series D Preferred Stock have the right to require us to redeem all or a portion of the outstanding shares of the Series D Preferred Stock, subject to certain restriction on the redemption date, at a price per share equal to an amount that would yield a total internal rate of return of 15% to such holder on the original issue price of $6.25 per share, upon the occurrence of any of the following events: (i) our failure to achieve an adjusted consolidated net income of RMB360 million for fiscal year 2011, or RMB468 million for fiscal year 2012, or RMB608 million for fiscal year 2013, (ii) a breach by us, XD Engineering Plastics or Mr. Han of certain provisions of the financing documents in connection with the issuance and sale of the Series D Preferred Stock, which breach gives rise to a material adverse effect on us or which materially diminishes the value of the Series D Preferred Stock, (iii) the commencement by the Company or any of its subsidiaries of any bankruptcy, insolvency, reorganization or the like, or (iv) the appointment of a custodian, receiver, liquidator, assignee, trustee or other similar officials of the Company or any of its subsidiaries for the winding up or liquidation of its affairs. In the event we are required to redeem the Series D Preferred Stock, if we have insufficient cash available and do not have access to bank debt, we may have to liquidate assets to fund such redemption. Any such liquidation may yield proceeds lesser than might otherwise be the case. 33 ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES Physical Plant and Production Our executive offices and production facilities are located in the Harbin Development Zone in the City of Harbin, which is the provincial capital of Heilongjiang Province in northeast China. Our owned facility has a total usable area of 7,359 square meters (79,212 square feet). The facility includes six buildings with one office building attached by one workshop, one workshop, one storage room, one transformer station, and two guard rooms. All the company’s properties are insured by China Pacific Property Insurances Co., Ltd. The land on which our owned facility is located measures 14,715 square meters (158,391 square feet). The land use right was issued to Harbin Xinda by the City of Harbin and will expire in 2053. We also have a long-term lease of the production facilities with Xinda High-Tech. The land on which our leased facility is located measures 16,537 square meters (178,009 square feet). The facility we rent includes three buildings with two office buildings attached by one workshop respectively and one guard room. Cost of compliance with Chinese environmental regulations currently is minimal. On May 9, 2011, Harbin Xinda entered into a purchase agreement with Harbin Shengtong Engineering Plastics Co. Ltd. ("Harbin Shengtong”) as amended on June 1, 2011. The legal representative of Harbin Shengtong is a former employee of Harbin Xinda. Pursuant to the purchase agreement, Harbin Xinda will purchase from Harbin Shengtong land use rights and a production base consisting of five workshops and a building (the "Project”), in exchange for a total consideration of RMB435 million (approximately US$67.3 million) in cash. Harbin Shengtong is responsible to complete the construction of the plant according to Harbin Xinda’s specifications. Once the Project is fully completed and accepted by Harbin Xinda, Harbin Shengtong shall transfer titles of the Project to Harbin Xinda. The completion of the entire Project is expected to occur in the second half of 2012. During the year ended December 31, 2011, the Company paid Harbin Shengtong a cash deposit of RMB118.9 million (equivalent to US$18.9 million). In December 2011, two workshops were completed and subsequently placed into service by the Company. Accordingly, the cost of these two workshops of approximately RMB59.5 million (equivalent to US$9.5 million) was recorded in plant and buildings as of December 31, 2011. The allocable cost of the land use right related to the two workshops of approximately RMB24.1 million (equivalent to US$3.8 million) was recorded in land use rights in the Company’s balance sheet as of December 31, 2011. The titles of the two workshops and the related land use rights are expected to be transferred to the Company once the Project is completed in the second half of 2012. On June 13, 2011, China XD, through its subsidiary, Xinda Macromolecule Research Center entered into two equipment purchase contracts with Harbin Jiamu Import and Export Trading Co., Ltd., pursuant to which, Xinda Macromolecule Research Center purchased various production and R&D equipment for RMB 278 million (equivalent to approximately US$43 million). The production equipment was delivered and put into use before the end of 2011. In December 2011, the 20 new production lines were opened and they will be utilized primarily for the manufacture of higher value-added modified plastics products. Once fully ramped up in the first quarter of 2012, the lines will increase the Company's total production capacity by 90,000 metric tons to 255,000 metric tons per annum. The additional capacity started contributing to the Company's production capacity during the first quarter of 2012. 34 The process of manufacturing modified plastic consists of modifying a standard plastic (polypropylene, ABS, PA6, PA66, etc.) by adding various agents and additives that will alter the physical and/or functional characteristics of the plastic. Catalysts are added that facilitate the desired chemical reactions, all of which occurs in a specially designed equipment. The resulting plastics are then extracted from the equipment by an extraction technique that is proprietary to Harbin Xinda. Further processing may involve additional blending, extrusion, cooling and cutting, homogenizing and packing, as needed to meet the customer’s requirements. In addition to its unique extraction technology, Harbin Xinda has developed its own techniques and equipment for many of the steps in the production process. Among the aspects of production for which Harbin Xinda has proprietary technology are product formulae, a technique for combining extruder screws, and certain stuffing techniques. With these unique formulas and techniques, our products can satisfy clients’ standard requirements at a lower cost than competitive products. Our facilities have been certified under the following international qualifications criteria: ISO9001: 2000 quality management system certification and ISO/TS16949: 2002 international auto parts industry quality systems certification. The government of China has designated Harbin Xinda as a National Torch Project and a National Spark Plan Project, and has given Harbin Xinda the "Most Valuable High Tech in China” award. Harbin Xinda is an executive member of the Council of the Chinese Automobile Parts Association, a member of the Chinese Modified Plastics Professional Committee, a member of the Chinese Plastics Engineering Committee and Heilongjiang Province Post Doctoral Working Station. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 35 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Prior to November 27, 2009, our common stock was quoted on the OTC Bulletin Board ("OTCBB”) under the symbol "CXDC”. On November 27, 2009, we terminated our listing on OTCBB and listed our common stock on NASDAQ Global Market, also under the symbol "CXDC.” The following table sets forth, for the indicated periods, the high and low sales prices for our common stock, as reported on NASDAQ. Fiscal Year Ended December 31, 2010 First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Ending December 31, 2011 First Quarter Second Quarter Third Quarter Fourth Quarter Number of Holders As of March 20, 2012, there were 361 record holders of our common stock. Common Stock High Low 6.99 7.35 7.18 6.84 7.35 5.67 5.55 5.41 5.70 5.11 5.00 5.01 5.12 3.18 3.10 3.78 Interwest Transfer Company Inc. is the registrar and transfer agent for our common shares. Its address is 1981 Murray Holladay Road, Suite 100, Salt Lake City, UT 84117 USA, telephone: (801) 272-9294. Dividend Policy We have not paid any cash dividends since our inception and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We expect to retain our earnings, if any, to provide funds for the expansion of our business. Future dividend policy will be determined periodically by the Board of Directors based upon conditions then existing, including our earnings and financial condition, capital requirements and other relevant factors. Under current PRC regulations, wholly foreign-owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises are required to set aside certain amounts of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs. 36 Securities Authorized for Issuance under Equity Compensation Plans The Company adopted the 2009 Stock Option / Stock Issuance Plan (the "Plan”) on May 26, 2009, which reserved 7,800,000 shares of common stock for issuance under the Plan. The Plan allows the Company to issue awards of stock options and stock issuances to directors, officers, employees and consultants of the Company, which may be subject to restrictions. The following table provides certain information with respect to the Company’s Plan in effect as of December 31, 2011. Plan category Stock options Nonvested shares Total Number of securities to be issued upon exercise of outstanding options and nonvested shares (a) 297,000 106,405 403,405 Weighted-average exercise price of outstanding options, warrants and rights (b) 8.01 0 As of December 31, 2011, the number of securities remaining available for future issuance under equity compensation plans was 5,413,715 shares. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On August 15, 2011, China XD Plastics entered into a securities purchase agreement (the "Securities Purchase Agreement”) with MSPEA Modified Plastics Holding Limited, a Cayman Islands company and an affiliate of Morgan Stanley ("MSPEA”), XD Engineering Plastics and Mr. Han, pursuant to which MSPEA purchased 16,000,000 shares of redeemable Series D convertible preferred stock with par value of US$0.0001 per share (the "Series D Preferred Stock”), for a total consideration of US$100 million or US$6.25 per share ("Series D Original Issuance Price”). On September 28, 2011, China XD Plastics issued 16,000,000 shares of Series D Preferred Stock and received total gross proceeds of US$100 million in cash. Net proceeds after issuance cost were approximately US$99.1 million. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On April 7, 2011, the Board of Directors approved a stock repurchase program that allows the Company to repurchase up to US$10 million of its stock until May 31, 2012. On September 28, 2011, the Company purchased 21,000 shares of its common stock in the public stock market for a total consideration of US$92,694. ITEM 6. SELECTED FINANCIAL DATA Not applicable. 37 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS We make forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the "SEC”) or otherwise release to the public, and on our website. In addition, our senior management might make forward-looking statements orally to analysts, investors, the media and others. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings) and demand for our products and services, and other statements of our plans, beliefs, or expectations, including the statements contained in this Item 7, "Management’s Discussion and Analysis or Plan of Operation,” regarding our future plans, strategies and expectations are forward-looking statements. In some cases these statements are identifiable through the use of words such as "anticipate,” "believe,” "estimate,” "expect,” "intend,” "plan,” "project,” "target,” "can,” "could,” "may,” "should,” "will,” "would” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act”). You are cautioned not to place undue reliance on these forward-looking statements because these forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Thus, our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: economic conditions generally and the automotive modified plastics market specifically, legislative or regulatory changes that affect our business, including changes in regulation, the availability of working capital, the introduction of competing products, and other risk factors described herein. These risks and uncertainties, together with the other risks described from time-to-time in reports and documents that we filed with the SEC should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. General China XD Plastics Company Limited ("China XD”, "we”, and the "Company”, and "us” or "our” shall be interpreted accordingly) is one of leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China. Through our wholly-owned subsidiary Harbin Xinda Macromolecule Material Co., Ltd. (the "Harbin Xinda”), we manufacture and sell modified plastics, primarily for use in the fabrication of automobile parts and components. We develop our products using our proprietary technology through our wholly-owned research laboratory, Harbin Xinda Macromolecule Material Research Center Co., Ltd. (the "Xinda Macromolecule Research Center). Xinda Macromolecule Research Center, a professional macromolecular material research and development institution and has received 211 certifications from manufacturers in the automobile industry as of December 31, 2011. We are the only company certified as a National Enterprise Technology Center in modified plastics industry in Heilongjiang Province. Our Research and Development (the "R&D”) team consists of 94 professionals and 11 consultants, including two consultants who are members of Chinese Academy of Engineering, and one consultant who is the former chief scientist of Specialty Plastics Engineering Institute of Jilin University. As a result of the combination of our academic and technological expertise, we have a portfolio of 26 patents, two of which we have obtained the patent rights and the remaining 24 of which we have applications pending in China as of December 31, 2011. 38 We believe we are one of leading specialty chemical companies engaged in the research, development, manufacture and sale of modified plastics primarily for automotive applications in China. Our products include seven categories: polypropylene (PP), acrylonitrile butadiene styrene (ABS), modified engineering plastics, polyamides (PA or nylon), environment-friendly plastics, specialty engineering plastics and PEEK. The Company's products are primarily used in the production of exterior and interior trim and functional components of more than 20 automobile brands and 70 automobile models manufactured in China, including Audi, Volkswagen, BMW, GM Mazda, Toyota, Cherry, Geely and Hafei new energy vehicles. The Company's Research Center is dedicated to the research and development of modified plastics, and benefits from its cooperation with well-known scientists from prestigious universities in China. We operate three manufacturing bases in Harbin, Heilongjiang in the PRC. As of December 31, 2011, we had approximately 165,000 metric tons of production capacity across 38 automatic production lines utilizing German twin-screw extruding systems, automatic weighing systems and Taiwan conveyer systems. In December 2011, we successfully launched our third production base in Harbin with the 90,000 metric tons of production capacity across 20 new production lines installed in two completed factories. In addition, there are three additional factories which are currently in construction in our third production base and expected to be completed in the second half of 2012 and which could support our production capacity expansion beyond 2012. Critical Accounting Policies We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities; (2) the disclosure of our contingent assets and liabilities at the end of each reporting period; and (3) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions and our expectations regarding the future based on available information which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application. When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies, and the sensitivity of reported results to changes in conditions and assumptions. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements. Long-Lived Assets Our long-lived assets include property, plant and equipment and land use rights. We depreciate and amortize our property, plant and equipment and land use rights, using the straight-line method of accounting over the estimated useful lives of the assets. We make estimates of the useful lives of property, plant and equipment, including the salvage values, and land use rights in order to determine the amount of depreciation and amortization expense to be recorded during each reporting period. We estimate the useful lives at the time the assets are acquired based on historical experience with similar assets. 39 We evaluate long-lived assets, including property, plant and equipment, and land use rights for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We assess recoverability by comparing carrying amount of a long-lived asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated undiscounted future cash flows, we recognize an impairment charge based on the amount by which the carrying amount exceeds the estimated fair value of the asset or asset group. We estimate the fair value of the asset or asset group based on the best information available, including prices for similar assets and in the absence of an observable market price, the results of using a present value technique to estimate the fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell, and are no longer depreciated. Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. In establishing the required allowance, we consider historical losses adjusted to take into account current market conditions and customers’ financial condition, the amount of receivables in dispute, and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to its customers. We extend unsecured credit to customers with good credit history. We review our accounts receivable on a regular basis to determine if the bad debt allowance is adequate at each year-end. We have not experienced any material write-offs in history. Valuation of Inventories Our inventories are stated at the lower of cost or net realizable value. We routinely evaluate quantities and value of our inventories in light of current market conditions and market trends, and record a write-down against the cost of inventories for a decline in net realizable value. Expected demand and anticipated sales price are the key factors affecting our inventory valuation analysis. For purposes of our inventory valuation analysis, we develop expected demand and anticipated sales prices primarily based on sales orders as well as industry trends and individual customer analysis. We also consider sales and sales orders after each reporting period-end but before the issuance of our financial statements to assess the accuracy of our inventory valuation estimates. Historically, actual demand and sales price have generally been consistent with or greater than expected demand and anticipated sales price used for purposes of the our inventory valuation analysis. The evaluation also takes into consideration new product development schedules, the effect that new products might have on the sale of existing products, product obsolescence, customer concentrations, product merchantability and other factors. Market conditions are subject to change and actual consumption of inventories could differ from forecasted demand. Furthermore, the price of plastic resins, our primary raw material, is subject to fluctuations based on global supply and demand. Our management continually monitors the changes in the purchase price paid for plastic resins, including advances to suppliers, and the impact of such change on our ability to recover the cost of inventory and our prepayments to suppliers. Our products have a long life cycle and obsolescence has not historically been a significant factor in the valuation of inventories. We have not experienced any material inventory write-downs before. 40 Income Tax Uncertainties and Realization of Deferred Income Tax Assets Our income tax provision, deferred income tax assets and deferred income tax liabilities are recognized and measured primarily based on actual and expected future income, PRC statutory income tax rates, PRC tax regulations and tax planning strategies. Significant judgment is required in interpreting tax regulations in the PRC, evaluating uncertain tax positions, and assessing the realizability of deferred income tax assets. Actual results could differ materially from those judgments, and changes in judgments could materially affect our consolidated financial statements. As of December 31, 2011 and 2010, we had total gross deferred income tax assets of US$1,005,361 and US$715,351, respectively. We record a valuation allowance to reduce our deferred income tax assets if, based on the weight of available evidence, we believe expected future taxable income is not likely to support the use of a deduction or credit in that jurisdiction. We evaluate the level of our valuation allowances quarterly, and more frequently if actual operating results differ significantly from forecasted results. As of December 31, 2011 and 2010, our valuation allowance against deferred income tax assets was US$1,005,361 and US$715,351, respectively. The change in valuation allowance was attributable primarily to deferred income tax assets, consisting primarily of tax losses carryforward of China XD Plastics and Favor Sea (US) which in our judgment, are not more likely than not to be realized as tax benefits in view of the cumulative loss positions of these entities. We recognize the impact of a tax position if we determine the position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based solely on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, it is presumed that the position will be examined by the appropriate tax authority that has full knowledge of all relevant information. In addition, a tax position that meets the more- likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. The tax positions are regularly re-evaluated based on the results of the examination of income tax filings, statute of limitations expirations and changes in tax law that would either increase or decrease the technical merits of a position relative to the more-likely-than-not recognition threshold. In the normal course of business, we are regularly audited by the PRC tax authorities. The settlement of any particular issue with the applicable tax authority could have a material impact on our consolidated financial statements. Stock Based Compensation We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award and recognize the cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. We have elected to recognize the compensation cost for an award with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. However, the cumulative amount of compensation cost recognized at any date equals at least the portion of the grant date value of such award that is vested at that date. We estimated the fair value of our share options using the Black-Scholes Option Pricing model. The model incorporates subjective assumptions. The expected volatility was based on implied volatilities from traded options, peer companies volatilities and historical volatility of the Company’s common stock. The risk free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. There is no expected dividend yield, as the Company has not paid dividend and does not anticipate paying dividend over the term of the grants. Changes in our estimates and assumptions regarding the expected volatility could significantly impact the estimated fair values of our share options determined under the Black-Scholes valuation model and, as a result, our net income. 41 Fair Value Measurements We apply the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. The fair values are measured pursuant to the three levels defined as follow: · Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. · Level 3: inputs to the valuation methodology are unobservable and significant to the fair value. The fair values of the warrants outstanding as of December 31, 2011 and 2010 were determined based on the Black-Scholes option pricing model, using the following key assumptions: Series A Investor Warrants December 31, 2011 2010 Series A Placement Agent Warrants December 31, 2011 2010 Series C Investor Warrants December 31, * 2010 2011 Series C Placement Agent Warrants December 31, 2011 2010 Exercise price (per share) Risk-free interest rate per annum Expected volatility Expected dividends yield Expected term 4.9 0.4% 72.0% 0% 4.9 1.5% 69.2% 0% 5.5 0.4% 72.0% 0% 5.5 1.5% 69.2% 0% 2.9 years 3.9 years 2.9 years 3.9 years N/A N/A N/A N/A N/A 6.0 0.3% 47.2% 0% 7.5 0.2% 55.4% 0% 7.5 0.8% 78.0% 0% 0.8 years 1.5 years 2.5 years *Series C Investor Warrants expired on October 14, 2011 Results of Operations The following table sets forth, for the periods indicated, statements of income data in thousands of USD: (in thousands, except percentages) Revenues Cost of revenues Gross profit Total operating expenses O Operating income InIncome before income taxes Income tax expenses Net income For the Years Ended December 31, 2011 2010 Amount % Amount % $ $ $ $ $ $ $ $ 381,625 285,802 95,823 18,961 76,861 78,629 18,110 60,519 42 100% $ 75% $ 25% $ 5% $ 20% $ 21% $ 5% $ 16% $ 249,823 188,294 61,529 27,813 33,716 50,144 21,307 28,837 100% 75% 25% 11% 14% 20% 9% 11% Revenues Revenues were US$ 381.6 million, an increase of US$ 131.8 million, or 52.8%, as compared to US$ 249.8 million in 2010, due to approximately 33% increase in sales volume and 12.5% increase in the average selling price of our products on a constant dollar basis. The increase of sales volume was driven by the strong demand of modified plastics in the PRC market and higher penetration of our business in our existing markets supported by our newly acquired nine production lines in December 2010. The increase of average selling price was due to the shift of product mix towards higher-end products as well as higher raw material prices. The following table summarizes the breakdown of revenues by categories in millions of US$: (in millions, except percentage) Modified Polypropylene (PP) Engineering Plastics Modified Polyamide (PA) Alloy Plastics Environment Friendly Plastics Modified Acrylonitrile Butadiene Styrene (ABS) Sub-total After-sales service Total Revenues Revenues For the Years Ended December 31, 2011 2010 Amount 185.0 % 70.9 26.3 28.3 32.6 20.3 363.4 18.2 381.6 Amount 137.3 % 40.5 15.8 12.7 10.8 14.6 231.7 18.1 249.8 Change in Amount Change in % 55.0% 16.2% 6.4% 5.1% 4.3% 5.8% 92.8% 7.2% 100% 47.7 30.4 10.5 15.6 21.8 5.7 131.7 0.1 131.8 34.8% 74.9% 65.2% 124.0% 201.4% 39.2% 56.8% 1.0% 52.8% 48.5% 18.6% 6.9% 7.4% 8.5% 5.3% 95.2% 4.8% 100% The following table summarizes the breakdown of metric tons (MT) by product mix: (in MTs, except percentage) Modified Polypropylene (PP) Engineering Plastics Modified Polyamide (PA) Alloy Plastics Environment Friendly Plastics Modified Acrylonitrile Butadiene Styrene (ABS) Sales Volume For the Years Ended December 31, 2011 2010 MT % MT 99,052 14,885 6,167 9,427 14,368 7,373 65.5% 83,523 9.8% 4.1% 6.2% 9.5% 4.9% 8,647 4,106 4,996 5,791 6,658 % Change in MT 15,529 73.4% 7.6% 3.6% 4.4% 5.1% 5.9% 6,238 2,061 4,431 8,577 715 Total sales volume 151,271 100% 113,721 100% 37,550 Change in % 18.6% 72.1% 50.2% 88.7% 148.1% 10.7% 33.0% The Company has shifted product mix from traditional Modified Polypropylene (PP) to higher-end products such as Environmental Friendly Plastics, Engineering Plastics and Alloy Plastics, primarily due to (i) the increasing demand of advanced modified plastics in luxury automobile models in China, (ii) the stronger demand promoted by Chinese government for clean energy vehicles and (iii) stronger sales of higher-end cars made by automotive manufacturers from China and Germany, US and Japanese joint ventures, which tend to use more and higher-end modified plastics in quantity per vehicle in China. 43 Gross Profit and Gross Margin (in millions, except percentage) Gross Profit Gross Margin For the Years Ended December 31, 2011 2010 Amount $ 95.8 $ 25.1% 61.5 $ 24.6% Change 34.3 % 55.7% 0.5% Gross profit was US$ 95.8 million in 2011 compared to US$ 61.5 million in 2010, representing an increase of 55.7%. Our gross margin increased to 25.1% in 2011 from 24.6% in 2010. The increase was in line with the revenue growth, mainly attributed to the higher proportion of revenues of our high-end products as a percentage of total revenues in 2011 as a result of our efforts in developing and selling more high value-added automotive modified plastics. Such increase in demand was driven by increasing demand for automobiles by Chinese consumers, as well as the increase of plastic content on a per-vehicle-basis in China. General and Administrative Expenses (in millions, except percentage) General and Administrative Expenses as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ 7.1 $ 1.8% 19.9 $ 7.9% Change (12.8) % (64.6)% (6.1)% General and administrative ("G&A”) expenses were US$ 7.1 million in 2011 compared to US$19.9 million in 2010, representing a decrease of 64.6%, or US$ 12.8 million. This decrease is primarily due to the non-cash stock compensation expense of US$ 13.4 million in 2010 relating to options granted to Mr. Han, which was disclosed in our Current Report on Form 8-K on April 14, 2010 as well as in the footnote 15 in our consolidated financial statements. There were no such grants in 2011. On a percentage basis, G&A expenses in 2011 decreased to 1.8% of revenues from 7.9% in 2010. Research and Development Expenses (in millions, except percentage) Research and Development Expenses as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ 11.6 $ 3.1% 7.4 $ 3.0% Change 4.2 % 57.7% 0.1% Research and development ("R&D”) expenses were US$ 11.6 million in 2011 compared with US$ 7.4 million in 2010, an increase of US$ 4.2 million, or 57.7%, reflecting the increased research and development activities on new products in order to obtain product certifications for automotive applications from automobile manufacturers. As of December 31, 2011, the number of ongoing research and development projects undertaken by us is 75. We expect completion and the resulting economic benefits approximately 29% of the projects in the near term. The remaining projects are expected to be carried out for a longer period. Majority of the projects are in the field of modified plastics in automotive applications and the rest are in advanced fields such as ships, airplanes etc. 44 Operating Income Total operating income was US$ 76.8 million in 2011 compared to US$ 33.7 million in 2010, representing an increase of 128.0% or US$ 43.1 million. This increase is primarily due to higher gross profit and lower G&A expenses, partially offset by higher R&D expenses. Interest Income (Expenses) (in millions, except percentage) Interest Income Interest Expenses Net Interest Expenses as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ $ $ 0.7 (1.8) (1.1) $ (0.3)% $ - (1.3) (1.3) $ (0.5)% Change 0.7 (0.5) 0.2 % N/A 42.7% (9.7)% (0.2)% Net interest expenses remained stable in 2011 compared to that of 2010. On a percentage basis, net interest expenses in 2011 decreased to 0.3% of revenues from 0.5% in 2010. Foreign Currency Exchange Gains (Losses) (in millions, except percentage) Foreign currency exchange gains (losses) as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ 0.8 $ 0.3% (0.1) $ 0% Foreign currency exchange gain (loss) was a gain of US$ 0.8 million in 2011, compared to a loss of US$49,047 in 2010. Government Grant (in millions, except percentage) Government grant as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ 0.2 $ 0% 3.2 $ 1.3% Change 0.9 Change (3.0) % % 1,887.3% 0.3% (95.2)% (1.3)% Government grant was US$ 0.2 million in 2011, compared to US$3.2 million in 2010. The government grants in 2010 were subsidies granted by local government upon the completion of the business relocation and achievement of certain operating performance by Harbin Xinda in 2010. There were no such grants in 2011. Change in Fair Value of Warrants Liabilities (in millions, except percentage) Change in fair value of warrants liabilities as a percentage of revenues For the Years Ended December 31, 2011 2010 Amount $ 1.9 $ 0.5% 6.3 $ 2.5% Change (4.4) % (70.7)% (2.0)% Change in fair value of warrants liabilities was a gain of US$ 1.9 million in 2011, compared to a gain of US$6.3 million in 2010, primarily due to the change of fair value of warrants driven by the fluctuation of stock prices in the respective periods. On a percentage basis, change in fair value of warrants liabilities in 2011 decreased to 0.5% of revenues from 2.5% in 2010. 45 Income Taxes (in millions, except percentage) Income before Income Taxes Income Tax Expense Effective income tax rate For the Years Ended December 31, 2011 2010 Amount $ 78.6 $ (18.1) 23.0% 50.1 $ (21.3) 42.5% Change 28.5 (3.2) % 56.8% (15.0)% (19.5)% The effective income tax rate of 23.0% for the year ended December 31, 2011 differs from the PRC statutory income tax rate of 25% primarily due to (i) the preferential income tax rate of 15% entitled by Harbin Xinda, as an Advanced and New Technology Enterprise and (ii) the additional 50% bonus deduction against taxable income for the research and development expenses incurred by the Xinda Macromolecule Research Center and the Xinda Engineering Center. Net Income As a result of the above factors, we had a net income of US$ 60.5 million in 2011 compared to net income of US$ 28.8 million in 2010. Selected Balance Sheet Data as of December 31, 2011 and 2010: (in millions, except percentage) Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts Inventories Property, plant and equipment, net Total assets Short-term bank loans Bills payable Income tax payable Redeemable Series D convertible preferred stock Stockholders' equity 2011 Selected Balance Sheet Data 2010 Change Amount % 135.5 45.2 45.0 100.9 360.6 31.5 22.2 5.8 97.6 173.9 22.7 29.0 25.3 49.0 159.4 21.2 - 0.1 - 104.3 112.8 16.2 19.7 51.9 201.2 10.3 22.2 5.7 97.6 69.6 496.3% 55.9% 78.0% 105.8% 126.2% 48.4% N/A 8,735.1% N/A 66.7% Our financial condition continues to improve as measured by an increase of 66.7% in shareholders’ equity as of December 31, 2011 compared to December 31, 2010. Cash and cash equivalents increased by US$ 112.8 million, primarily due to US$ 100 million gross proceeds received from the issuance of redeemable Series D convertible preferred stock and the strong sales and cash collections. Accounts receivable increased by 55.9% as a result of growth of revenues. 46 LIQUIDITY AND CAPITAL RESOURCES Historically, our primary uses of cash have been to finance working capital needs and capital expenditures for new production lines. We have financed these requirements primarily from cash generated from operations, short-term bank borrowings, and the issuance of our convertible preferred stock and other equity financings. As of December 31, 2011 and 2010, we had US$ 135.5 million and US$ 22.7 million, respectively, in cash and cash equivalents, which were primarily deposited with banks in China (including Hong Kong). As of December 31, 2011, we had US$ 31.5 million outstanding short-term bank loans, which bore a weighted average interest rate of 6.1% per annum. These loans were secured by (i) our property, plant and land use rights, (ii) equipments of Xinda High-Tech, and (iii) guaranteed by Mr. Han, our Chairman, and his wife. These short-term bank loans have terms of no longer than one year and do not contain any renewal terms. We have historically been able to make repayments when due. In addition, as of December 31, 2011, we have contractual obligations to pay (i) lease commitments in the amount of US$0.2 million; (ii) plant construction in the amount of US$50.4 million; (iii) warehouse construction in the amount of US$0.8 million; and (iv) equipment acquisition in the amount of US$0.3 million, all of which are due in 2012. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with operating cash flows and bank borrowings. We may, however, require additional cash resources due to a change in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain credit facilities. The sale of additional equity or equity-linked securities could result in additional dilution to shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all. The following table sets forth a summary of our cash flows for the periods indicated. (in millions US$) Net cash provided by operating activities Net cash used in investing activities Net cash provided by financing activities Effect of changes in exchange rate Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of year Cash and cash equivalents at the end of year Operating Activities For the Years Ended December 31, 2011 2010 67.3 (62.4) 105.6 2.3 112.8 22.7 135.5 10.5 (12.3) 17.4 0.2 15.8 6.9 22.7 Net cash provided by operating activities increased to US$ 67.3 million in 2011 from US$ 10.5 million in 2010, primarily due to (i) the increase of approximately US$ 138.8 million in cash collected from our customers during the year ended December 31, 2011 resulting from increased sales during the period and the stable Days Sales Outstanding (DSO) of our accounts receivable, which was partially offset by (i) an increase of approximately US$69.3 million cash payment in operating activities, including raw material purchases, rental and personnel costs during the year ended December 31, 2011; and (ii) an increase of approximately US$ 12.7 million in income taxes payments because we generated more taxable profit. Investing Activities Net cash used in investing activities was $62.4 million in 2011, primarily consisting of $62.5 million for the purchase of land use rights, plant and equipment. Investing activities in 2010 consisted of (i) $0.3 million proceeds from disposal of equipment and (ii) $12.6 million for the purchase of property, plant and equipment. 47 Financing Activities Net cash provided by the financing activities was $105.6 million in 2011, primarily as a result of $100 million and $30.6 million proceeds from issuance of Series D convertible preferred stock and bank loans, which were partially offset by our repayment of $21.6 million bank loan and $1.8 million interest free loan to a related party. Net cash provided by the financing activities was $17.4 million in 2010, primarily as a result of $18.8 million and US$20.7 million proceeds from issuance of common stock and bank loans, respectively, which were partially offset by our dividend payment of $1.8 million to the holders of Series C preferred stock and our repayment of $21.9 million bank loans. As of December 31, 2011, our cash and cash equivalents balance was US$135.5 million, compared to US$ 22.7 million at December 31, 2010. Stable DSO has increased from 42 days for the year ended December 31, 2010 to 43 days for the year ended December 31, 2011. We continued our policy on extending credit terms to credit worthy distributors that have long-standing business relationships with us in order to capture more market share. The average DSO for the automotive modified plastic industry is generally 90 days based on our industry experience. The increased DSO was still below the industry average and reflected the normal fluctuation of our collections. Industry Standard Customer and Supplier Payment Terms (days) as below: Customer Payment Term Supplier Payment Term Year ended December 31, 2011 and 2010 Payment in advance/up to 90 days Payment in advance/up to 30 days Inventory turnover days increased from 42 days for the year ended December 31, 2010 to 44 days for the year ended December 31, 2011, due to inventory buildup for Chinese New Year. The Company is required to pay deposits to the suppliers for 50% to 90% of the amount of principal raw materials ordered. The Company makes advanced orders of raw materials based upon (1) the demand and supply situation in the raw materials market, and (2) the forecasted demand of products. All of the raw materials relating to advances to suppliers as of December 31, 2011 have been subsequently received by the Company in January 2012. Based on past performance and current expectations, we believe our cash and cash equivalents and cash generated from operations will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations for at least the next 12 months. All of the Company’s revenues and majority of its expenses were denominated in Renminbi ("RMB”), the currency of the PRC. There is no assurance that exchange rates between the RMB and the U.S. Dollar will remain stable. The Company does not engage in currency hedging. Inflation has not had a material impact on the Company’s business. COMMITMENTS AND CONTINGENCIES Contractual Obligations Our contractual obligations at December 31, 2011 are as follows: Contractual obligations Lease commitments Plant construction Warehouse construction Equipment acquisition Total Total 172,639 50,356,361 783,727 348,817 51,661,544 Payment due less than 1 year 2 – 3 years 4-5 years More than 5 years 133,675 50,356,361 783,727 348,817 51,622,580 48 38,964 - - - 38,964 - - - - - - - - - Off-Balance Sheet Arrangements Neither us, nor any of our subsidiaries has any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on their financial condition or results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates of our short-term bank loans, which are based on the prime rates set by People’s Bank of China, are fixed during the terms of the loans, increase in interest rates will increase the cost of new borrowings and our interest expense. A hypothetical 1.0% increase in the annual interest rate for all of our credit facilities under which we had outstanding borrowings as of December 31, 2011 would decrease income before income taxes by approximately $0.08 million for the year ended December 31, 2011. Management monitors the banks' prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered into any hedging transactions in an effort to reduce our exposure to interest rate risk. Foreign Currency Exchange Rates All of our revenues are collected in and substantially all of our expenses are paid in RMB. We face foreign currency rate translation risks when our results are translated to U.S. dollars. The RMB was relatively stable against the U.S. dollar at approximately 8.28 RMB to the $1.00 U.S. dollar until July 21, 2005 when the Chinese currency regime was altered resulting in a 2.1% revaluation versus the U.S. dollar. From July 21, 2005 to June 30, 2010, the RMB exchange rate was no longer linked to the U.S. dollar but rather to a basket of currencies with a 0.3% margin of fluctuation resulting in further appreciation of the RMB against the U.S. dollar. Since June 30, 2009, the exchange rate had remained stable at 6.8307 RMB to 1.00 U.S. dollar until June 30, 2010 when the Chinese Central Bank allowed a further appreciation of the RMB by 0.43% to 6.798 RMB to 1.00 U.S. dollar. On December 31, 2011, the RMB traded at 6.2939 RMB to 1.00 U.S. dollar. There remains international pressure on the Chinese government to adopt an even more flexible currency policy and the exchange rate of RMB is subject to changes in China’s government policies which are, to a large extent, dependent on the economic and political development both internationally and locally and the demand and supply of RMB in the domestic market. There can be no assurance that such exchange rate will continue to remain stable in the future amongst the volatility of currencies, globalization and the unstable economies in recent years. Since (i) our revenues and net income of our PRC operating entities are denominated in RMB, and (ii) the payment of dividends, if any, will be in U.S. dollars, any decrease in the value of RMB against U.S. dollars would adversely affect the value of the shares and dividends payable to shareholders, in U.S. dollars. 49 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2011 and 2010, including the notes thereto, together with the reports of our independent registered public accounting firms, are presented beginning on page F-1 of this report and are incorporated into this Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9. None. ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s management has evaluated, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)), as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2011, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, because of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective to satisfy the objectives for which they are intended. Notwithstanding management’s assessment that our internal control over financial reporting was ineffective as of December 31, 2011 due to the material weakness described below under Management’s Report on Internal Control Over Financial Reporting, we believe that the consolidated financial statements included in this Annual Report on Form 10-K correctly present our financial condition, results of operations and cash flows for the fiscal years covered thereby in all material respects. (b) Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 50 The Company’s management, including the Company’s principal executive officer and principal financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment, management believes that, as of December 31, 2011, the Company’s internal control over financial reporting was ineffective. This assessment identified a material weakness related to insufficient competent accounting personnel in applying U.S. generally accepted accounting principles, in particular, accounting for Series D preferred stock and application of two class method in the calculation of earnings per share. This assessment also identified a significant deficiency related to lack of tax expertise to review the income taxes of the entities in the People’s Republic of China (the "PRC”) and the United States of America (the "USA”). The Company will recruit qualified accounting personnel with sufficient understanding, experience and training in U.S. GAAP and continue engaging qualified entities to arrange training for financial and accounting personnel on a periodic basis to so that they could have adequate knowledge about U.S. GAAP and qualified tax expert to review the Company’s tax position in entities in the PRC and the USA. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report. (c) Changes in Internal Control over Financial Reporting There were no changes in its internal controls over financial reporting in the fourth quarter of 2011 that would materially affect, or are reasonably likely to materially affect our internal control over financial reporting. OTHER INFORMATION ITEM 9B. None. 51 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III ITEM 10. Directors and Executive Officers The following table sets forth the names and ages of our current directors and executive officers, their age, their principal offices and positions and the date each such person became a director or executive officer. Executive officers are appointed at the discretion of the Board of Directors. Directors are elected annually by our stockholders at our annual meeting of stockholders. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal. Our current directors and executive officers are as follows: Name Jie Han Taylor Zhang Qingwei Ma Lawrence W. Leighton (1)(2)(3) Robert Brisotti (1)(2)(3) Linyuan Zhai (1)(2)(3) Homer Sun (2)(4) Jun Xu(4) Junjie Ma Age 46 33 37 77 65 62 40 36 36 Title Chief Executive Officer and Chairman of the Board of Directors Chief Financial Officer and Director Chief Operating Officer and Director Independent Director Independent Director Independent Director Independent Director Independent Director Chief Technology Officer Date of Initial Appointment December 31, 2008 May 14, 2009 December 31, 2008 May 14, 2009 October 4, 2010 May 14, 2009 January 1, 2012 September 28, 2011 May 26, 2009 (1) Serves as a member of the Audit Committee. (2) Serves as a member of the Compensation Committee. (3) Serves as a member of the Nominating Committee. (4) Series D Director nominee. Jie Han. Mr. Han co-founded Harbin Xinda, the Company’s wholly owned subsidiary, in 2004, and has been employed by Harbin Xinda and then Xinda Group since then. In January 2008, Mr. Han was appointed Chairman and Chief Executive Officer of Harbin Xinda. Prior to organizing Xinda High-Tech, which was founded in 2003, Mr. Han had been associated with the Harbin Xinda Nylon Factory, which he founded in 1985. With 27 years of experiences in the industry, Mr. Jie Han is an expert in the management and financial aspects of the manufacture and distribution of modified plastic products. Mr. Han currently serves as an executive director of China Plastic Processing Industry Association and is also a director of the Heilongjiang Industry and Commerce Association. In addition, Mr. Han serves as a deputy to the Heilongjiang Provincial People's Congress. Mr. Han received a business management degree from the Heilongjiang Provincial Party School. 52 Taylor Zhang. Mr. Zhang has over nine years of experience in finance and operation in a broad range of industries. From May 2008 to March 2009, Mr. Zhang served as Chief Financial Officer of Advanced Battery Technologies, Inc (NASDAQ: ABAT). From 2007 to 2008, he served as Executive Vice President of Finance of China Natural Gas, Inc. (NASDAQ: CHNG). From 2005 to 2007, Mr. Zhang worked as a research analyst in New York Private Equity. From 2000 to 2002, he was employed as Finance Manager by Datong Thermal Power Limited. He holds a MBA from University of Florida and a Bachelor’s Degree in mechanical and electronic engineering from Beijing Technology and Business University. Qingwei Ma. Mr. Ma was employed as the General Manager of Harbin Xinda since it was founded in 2004. In 2008, he was promoted to Chief Operating Officer and appointed to the Board of Directors. Prior to joining Harbin Xinda, Mr. Ma was employed for six years by Harbin Xinda Nylon Factory as Manager of Quality Assurance, then as Manager of Research and Development, and finally as Production Manager. In 1997, Mr. Ma was awarded a bachelor’s degree by the Northern China Technology University, where he specialized in the chemical engineering of high polymers. Mr. Ma has 14 years of experiences in the industry. He also published two articles in China’s key journals in the areas of modified plastic industry. In 2001, Mr. Ma was selected as "Harbin Quality Work Advanced Enterprise and Advanced Worker”; in 2004, he was awarded the Heilongjiang First Professional Manager Qualification Certificate. One of his inventions, "compound nano modified materials dedicated to the automobile bumper,” won the "Science and Technology Progress Awards” issued by Harbin Municipality. Junjie Ma. Mr. Ma graduated from Beijing University of Science and Technology, majored in Polymer materials and engineering. He was appointed acting Chief Technology Officer of China XD in 2009. From December 2008 to May 2009, Mr. Ma served as a member of our Board of Directors. He was a technician of Harbin Longjiang Electrical Plant from 1997 to 2004 and was a supervisor and manager of Harbin Xinda Macromolecule Material Inc. from 2004 to 2007. Since 2008, he was elected to be Head of Research Institute of Harbin Xinda Macromolecule Material Co., Ltd. Mr. Junjie Ma is a polymer materials engineers and has developed more than 120 plastic additives, modified plastics for automobiles and engineering plastics among which 50 products have been approved by auto enterprises. A number of products have been awarded as the National Torch Program projects, Spark Projects and Harbin City Important New Products project. Lawrence W. Leighton. Mr. Leighton has had an extensive 45-year international investment banking career. Beginning at what became Lehman Brothers, he advised on financing for the Mexican Government and leading Mexican corporations. As Director of Strategic Planning for the consumer products company, Norton Simon Inc., he initiated and executed the acquisition of Avis Rent-a-car. Subsequently, he was a Limited Partner of Bear Stearns & Co., a Managing Director of the investment bank of Chase Manhattan Bank and then President and Chief Executive Officer of the U.S. investment bank of Credit Agricole, a major French Bank. Among his transactions have been advising Pernod Ricard, a major European beverage company, on its acquisitions in the United States; and advising Verizon, a U. S. telecom company, on its dispositions of certain European operations. Since 2005, Mr. Leighton has served as a managing director of Bentley Associates Investment Banking. Since 2008, Mr. Leighton has served as a member of the Board of Directors of China Natural Gas, Inc. Mr. Leighton received his Bachelor’s Degree in engineering from Princeton University and a Master’s Degree from Harvard Business School. He holds a commercial pilot’s license with instrument rating. 53 Robert Brisotti. Mr. Brisotti has 20 years of experience in the securities industry as an investment banker and securities analyst and 14 years of experience in the plastics industry as a business manager and chemist. Since June 2010, Mr. Brisotti has served as a Senior Vice President at Buckman, Buckman & Reid, Inc., where he manages underwriting and merger and acquisition transactions. From August 2008 to June 2010, Mr. Brisotti was a Senior Vice President at Mercer Capital Ltd. From February 2007 to August 2008, Mr. Brisotti was a Senior Vice President at Andrew Garrett, Inc. From July 2004 to February 2007, he was a Senior Vice President at S. W. Bach & Co. In the plastics industry, Mr. Brisotti has experience with acrylics at Rohm and Haas, urethanes at Olin Corporation and polyolefins at Union Carbide. Mr. Brisotti has a BS in Chemistry from Lehigh University, a MS in Chemistry from the University of Rhode Island, and a MBA in Finance from Columbia University. Linyuan Zhai. Mr. Zhai worked for China FAW Group Corporation for 37 years and has abundant experience in terms of technology, production, and business management. He is one of the pioneers and outstanding contributors of FAW Group’s success. Since 2000, Mr. Zhai has served as general manager of FAW Sihuan Products Co., Ltd., an automobile manufacturing company. From August 1998 to December 2000, Mr. Zhai was the manufacturing section chief at FAW Sihuan Head Office. From August 1992 to August 1998, Mr. Zhai was the factory manager at FAW Sihuan Auto Warm Air Blower Factory. In 2000, as deputy general manager, successfully led the initial public offering of Four Ring Company, a subsidiary of FAW Group, a leader in the vehicle manufacturing industry based in China. Mr. Zhai received his business management degree from Changchun University. Homer Sun. Mr. Sun, 40, is a Managing Director of Morgan Stanley and leads Morgan Stanley Private Equity Asia’s China Investments. Mr. Sun has been at Morgan Stanley since 1999 and serves on Morgan Stanley’s China Management Committee, which is comprised of the Morgan Stanley’s senior business leaders within China. Mr. Sun currently serves as a director on the boards of several Chinese companies, including Sihuan Pharmaceutical Group, China Shanshui Cement Group, China Flooring and Yongye International. From 2000 to 2006, Mr. Sun worked in Morgan Stanley’s Investment Banking Division in the Mergers and Acquisitions Group in Hong Kong where he worked on a wide range of mergers and acquisitions in Greater China. Prior to joining Morgan Stanley, Mr. Sun practiced as a mergers and acquisitions lawyer with the law firm Simpson Thacher & Bartlett in New York and Hong Kong from 1996 to 2000. Mr. Sun received a B.S.E. in Chemical Engineering magna cum laude from the University of Michigan and a J.D. cum laude from the University of Michigan Law School. Jun Xu. Mr. Xu is an Executive Director of Morgan Stanley. Mr. Xu joined Morgan Stanley Private Equity Asia in 2008 after spending six years in investment banking advising Chinese clients on financing transactions and cross-border mergers and acquisitions. Prior to joining Morgan Stanley in 2005, he was with Goldman Sachs in Hong Kong SAR from 2002 to 2005. Mr. Xu focuses on the group's private equity transactions in China. Mr. Xu received dual Bachelor Degrees in both international trade and computer science magna cum laude from Shanghai Jiaotong University and an M.B.A. with honours from the University of Michigan. Mr. Yong Jin served as a member of the Board of Directors from May 14, 2009 to December 31, 2011. On December 31, 2011, he resigned from the Board of Directors. There were no disagreements between Mr. Jin and the Company on any matter relating to the Company's operations, policies or practices. Mr. Eddy Huang served as a member of the Board of Directors from September 28, 2011 to December 31, 2011. On January 1, 2012, he resigned from the Board of Directors. There were no disagreements between Mr. Huang and the Company on any matter relating to the Company’s operations, policies or practices. 54 Family Relationships There are no family relationships between or among any of the executive officers or directors of the Company. Board Leadership Structure The Board of Directors believes that Jie Han’s service as both Chairman of the Board of Directors and Chief Executive Officer is in the best interest of the Company and its stockholders. Mr. Han possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing the Company, and is thus best positioned to develop agendas that ensure that the time and attention of our Board of Directors are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders, employees and customers. Each of the directors other than Jie Han, Taylor Zhang and Qingwei Ma is independent (see "Director Independence” below), and the Board of Directors believes that the independent directors provide effective oversight of management. The Board of Directors has not designated a lead director. Our independent directors call and plan their executive sessions collaboratively and, between Board of Directors meetings, communicate with management and one another directly. In the circumstances, the directors believe that formalizing in a lead director functions in which they all participate might detract from rather than enhance performance of their responsibilities as directors. Director Qualifications We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our businesses. We also seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage management and each other in a constructive and collaborative fashion, in addition to the ability and commitment to devote significant time and energy to service on the Board of Directors and its committees. We believe that all of our directors meet the foregoing qualifications. The Nominating Committee and the Board of Directors believe that the leadership skills and other experiences of its Board of Directors members, as described below, provide the Company with a range of perspectives and judgment necessary to guide our strategies and monitor their execution. Jie Han: Mr. Han is the founder of China XD and of our former affiliate, Harbin Xinda Nylon Factory. He has over 27 years of experience in the modified plastics industry. Mr. Han contributed to our Board of Directors strong leadership and vision for the development of our Company. Mr. Han also serves as an executive director of China Plastic Processing Industry Association and he is a member of Industry and Commercial Union Executive Committee of Heilongjiang Province. Mr. Han is a director of the Chinese Chamber of Commerce and People’s Congress Representative of Harbin City. Mr. Han is an expert in all management and financial aspects of manufacture and distribution of modified plastic products. Taylor Zhang: Mr. Zhang has over nine years of experience in finance and operations in a broad range of industries. He was the former Chief Financial Officer of Advanced Battery Technologies, Inc. (NASDAQ: ABAT) and has a MBA from University of Florida. 55 Qingwei Ma: Mr. Ma served as the Company’s Chief Operating Officer since 2008. Mr. Ma has over 14 years of experience in the modified plastics industry. Prior to joining China XD, has was a member of the senior management team of Harbin Xinda Nylon Factory and was awarded the Heilongjiang First Professional Manager Qualification Certificate in 2004. Lawrence W. Leighton: Mr. Leighton has over 45 years of experience as an investment banker and corporate executive advising both large and small corporations in both foreign countries and the United States. Robert Brisotti: Mr. Brisotti has over 20 years of experience in the securities industry as an investment banker and securities analyst and 14 years of experience in the plastics industry as a business manager and chemist. Linyuan Zhai: Mr. Zhai contributes to our Board of Directors extensive experience in the areas of auto technology, production, and business management, which he accumulated while working for China FAW Group Corporation during his 38 years of employment. Homer Sun: Mr. Sun contributes to our Board of Directors a broad range of transactional experience, both as a practicing lawyer and as a managing director at Morgan Stanley. Mr. Sun received a J.D. with honours from the University of Michigan Law School. Jun Xu: Mr. Xu contributes to our Board of Directors extensive experience in cross-border M&A transactions and private equity transactions. Mr. Xu received an M.B.A. with honours from the University of Michigan. Board of Directors Practices Our business and affairs are managed under the direction of our Board of Directors. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance, counseling and direction to our management. It is our expectation that the Board of Directors will meet regularly on a quarterly basis and additionally as required. Board of Directors’ Role in Risk Oversight The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board of Directors committees. These committees then provide reports to the full Board of Directors. The oversight responsibility of the Board of Directors and its committees is enabled by management reporting processes that are designed to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks. The Board of Directors and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Meetings of the Board of Directors The Board of Directors held 10 meetings during 2011. No director attended fewer than 75% of the meetings of the Board of Directors which were held after the director was elected to the Board. No director attended less than 75% of any meeting of a committee of which the director was a member in fiscal year 2011. 56 Involvement in Certain Legal Proceedings None of our directors and officers has been involved in any of the legal proceedings specified in Item 401(f) of Regulation S-K in the past 10 years. Committees of the Board of Directors Our Board of Directors has an Audit Committee, a Nominating Committee, and a Compensation Committee. Our Board of Directors has determined that Lawrence W. Leighton, Robert Brisotti, Linyuan Zhai and Homer Sun, the members of these committees, are "independent” under the current independence standards of NASDAQ Marketplace Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act”). Our Board of Directors has also determined that these persons have no material relationships with us — either directly or as a partner, stockholder or officer of any entity — which could be inconsistent with a finding of their independence as members of our Board of Directors. Audit Committee The Audit Committee was established on May 26, 2009. The Audit Committee operates under a written charter. The Audit Committee Charter can be found on our website at www.chinaxd.net and can be made available in print free of charge to any shareholder who requests it.. The Audit Committee’s charter states that the responsibilities of the Audit Committee shall include, among other things: ● ● ● ● ● ● reviewing the Audit Committee’s charter, annual report to stockholders and reports submitted to the SEC; appointing the Company’s independent auditors, confirming and reviewing their independence, and approving their fees; reviewing the independent auditors’ performance; discussing with the independent auditor and management the independent auditor’s judgment about the quality, not just the acceptability, of the Company’s accounting principles; following an audit, reviewing significant difficulties encountered during the audit; and reviewing significant disagreements among management and the independent auditors in the preparation of the Company’s financial statements. In addition, the Audit Committee reviews and approves all transactions with affiliates, related parties, directors and executive officers. 57 The Audit Committee held nine meetings during 2011. The members of the Audit Committee during 2011 were Lawrence Leighton, Robert Brisotti, and Linyuan Zhai. Mr. Leighton served as the Chairman of the Audit Committee. Each of the above-listed Audit Committee members were or are considered "independent” under the current independence standards of NASDAQ Marketplace Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, as determined by the Board of Directors. Our Board of Directors has determined that we have at least one audit committee financial expert, as defined in the Exchange Act, serving on our Audit Committee. Lawrence Leighton is the "audit committee financial expert” and is an independent member of our Board of Directors. AUDIT COMMITTEE REPORT The following is the report of the Audit Committee of the Board of Directors. The Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2011 with our management. In addition, the Audit Committee has discussed with KPMG, our independent auditors, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees). The Audit Committee also has received the written disclosures and the letter from KPMG as required by the Public Company Accounting Oversight Board Rule 3526 "Communications with Audit Committees Concerning Independence” and the Audit Committee has discussed the independence of KPMG with that firm. Based on the Audit Committee’s review of the matters noted above and its discussions with our independent auditors and our management, the Audit Committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Respectfully submitted by: Lawrence Leighton (Chair) Robert Brisotti Linyuan Zhai Nominating Committee The Nominating Committee was established on May 26, 2009. The purpose of the Nominating Committee is to assist the Board of Directors in identifying qualified individuals to become members of the Board of Directors, in making recommendations to the Board of Directors as to the independence of each director, in monitoring significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies, and in leading the Board of Directors in any annual performance self-evaluation, including establishing criteria to be used in connection with such evaluation. The Nominating Committee held one meeting during 2011. 58 The members of the Nominating Committee during 2011 were Lawrence Leighton, Robert Brisotti and Linyuan Zhai. Mr. Zhai served as the Chairman of the Nominating Committee. Mr. Brisotti joined the Nominating Committee in October 2010 following Mr. Patti’s resignation from and his appointment to the Board of Directors. Mr. Jin resigned from the Nominating Committee on December 31, 2011. Each of the above-listed Nominating Committee members were or are considered "independent” under the current independence standards of NASDAQ Marketplace Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, as determined by the Board of Directors. The Nominating Committee operates under a written charter. The Nominating Committee Charter can be found on our website at www.chinaxd.net and can be made available in print free of charge to any shareholder who requests it. On September 28, 2011 the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada, which provides the holders of the Series D Preferred Stock with the right to elect up to two (2) directors to the Company’s Board of Directors on the terms and conditions set forth therein. There have been no other changes to the procedures by which the stockholders of the Company may recommend nominees to the Board of Directors since the filing of the Company’s Definitive Proxy Statement on November 19, 2009 for its Annual Meeting of Stockholders, which was held on December 1, 2009. The Nominating Committee will consider director candidates recommended by any reasonable source, including current Board of Directors members, stockholders, professional search firms or other persons. The directors will not evaluate candidates differently based on who has made the recommendation. The Board of Directors does not have a formal policy on Board of Directors candidate qualifications. The Board of Directors may consider those factors it deems appropriate in evaluating director nominees made either by the Board of Directors or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board of Directors members, and specialized knowledge or experience in business or financial matters as would make such nominee an asset to the Board of Directors and may, under certain circumstances, be required to be "independent,” as such term is defined in the NASDAQ Marketplace Rules and applicable SEC regulations. Depending upon the current needs of the Board of Directors, certain factors may be weighed more or less heavily. In considering candidates for the Board of Directors, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be met. Security holders wishing to submit the name of a person as a potential nominee to the Board of Directors must send the name, address, and a brief (no more than 500 words) biographical description of such potential nominee to the Nominating Committee at the following address: Nominating Committee of the Board of Directors, c/o China XD Plastics Company Limited, 500 Fifth Ave Suite 4120, New York, NY 10110. Potential director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating Committee, and/or any other method the Nominating Committee deems appropriate, which may, but need not, include a questionnaire. The Nominating Committee may solicit or receive information concerning potential nominees from any source it deems appropriate. The Nominating Committee need not engage in an evaluation process unless (i) there is a vacancy on the Board of Directors, (ii) a director is not standing for re-election, or (iii) the Nominating Committee does not intend to recommend the nomination of a sitting director for re-election. A potential director nominee recommended by a security holder will not be evaluated any differently than any other potential nominee. Although it has not done so in the past, the Nominating Committee may retain search firms to assist in identifying suitable director candidates. 59 Compensation Committee The Compensation Committee was established on May 26, 2009. The members of the Compensation Committee during 2011 were Lawrence Leighton, Robert Brisotti and Linyuan Zhai. On September 28, 2011, Eddy Huang was elected as a member of the Compensation Committee and following his resignation from the Board of Directors on January 1, 2012 and Homer Sun was elected as a member of the Compensation Committee on January 1, 2012. Mr. Brisotti served as the Chairman of the Compensation Committee. Each of these members were or are considered "independent” under the current independence standards of NASDAQ Marketplace Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, as determined by the Board of Directors. The Compensation Committee operates under a written charter. The Compensation Committee Charter can be found on our website at www.chinaxd.net and can be made available in print free of charge to any shareholder who requests it. The Compensation Committee discharges the Board of Directors’ responsibilities relating to compensation of the Company’s executive officers and administers our 2010 Stock Incentive Plan. The Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company. The Compensation Committee held six meetings during 2011. Code of Business Conduct We have adopted a code of business conduct that applies to our directors, officers and employees. A written copy of the code can be found on our website at www.chinaxd.net and can be made available in print to any shareholder upon request at no charge by writing to our Secretary, c/o China XD Plastics Company Limited, 500 Fifth Ave Suite 4120, New York, NY 10110. Our code of business conduct is intended to be a codification of the business and ethical principles which guide us, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to the code. Executive Sessions Under NASDAQ Marketplace Rule 5605(b)(2), our independent directors are required to hold regular executive sessions. The chairperson of the executive session will rotate at each session so that each non-management director shall have an opportunity to serve as chairperson. Interested parties may communicate directly with the presiding director of the executive session or with the non-management directors as a group, by directing such written communication to Mr. Lawrence Leighton at c/o China XD Plastics Company Limited, 500 Fifth Ave Suite 4120, New York, NY 10110. Process for Sending Communications to the Board of Directors The Board of Directors maintains a process for stockholders to communicate with the Board of Directors. Stockholders wishing to communicate with the Board of Directors or any individual director may send an email through our website at www.chinaxd.net or mail a communication addressed to the Secretary of the Company, c/o China XD Plastics Company Limited, 500 Fifth Ave Suite 4120, New York, NY 10110. Any such communication must state the number of shares of common stock beneficially owned by the stockholder making the communication. All of such communications will be forwarded to the full Board of Directors or to any individual director or directors to whom communication is directed unless the communication is clearly of a marketing nature or is inappropriate, in which case we have the authority to discard the communication or take appropriate legal action regarding the communication. 60 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), requires the executive officers and directors of the Company and every person who is directly or indirectly the beneficial owner of more than 10% of any class of security of the Company to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons also are required to furnish our company with copies of all Section 16(a) forms they file. Based solely on our review of copies of such forms received by us, we believe that during the fiscal year 2011, all of the executive officers and directors of the Company and every person who is directly or indirectly the beneficial owner of more than 10% of any class of security of the Company complied with the filing requirements of Section 16(a) of the Exchange Act. EXECUTIVE COMPENSATION ITEM 11. In 2011, pursuant to the Company’s 2010 Executive Compensation Program which set forth cash and stock compensation of the Company’s executives and directors, including the Company’s named executive officers, the executive officers is entitled to receive the compensation as follows: Compensation for Mr. Jie Han, the Company’s Chief Executive Officer : For the fiscal year 2011, Mr. Han is entitled to a base salary of $46,766 (RMB 302,220). In addition, Mr. Han may receive a discretionary bonus as determined by the Compensation Committee of the Board of Directors at the end of the fiscal year. Compensation for Mr. Taylor Zhang, the Company’s Chief Financial Officer : For the fiscal year 2011, Mr. Zhang is entitled to a base salary of $129,436. On August 7, 2010, Mr. Zhang received options to purchase up to 100,000 shares of the Company’s common stock at the exercise price of $8.01 per shares and 14,000 non-vested shares under our 2009 Stock Option / Stock Issuance Plan. One-third of the stock options shall vest on the every anniversary of the grant date over a three year period. The restricted shares shall vest on the third anniversary of the grant date. In addition, Mr. Zhang may receive a discretionary bonus as determined by the Compensation Committee of the Board of Directors at the end of the fiscal year. Compensation for Mr. Qingwei Ma, the Company’s Chief Operating Officer : For the fiscal year 2011, Mr. Ma is entitled to a base salary of $32,459 (RMB 209,760). On August 7, 2010, Mr. Ma’s was granted options to purchase up to 75,000 shares of the Company’s common stock at the exercise price of $8.01 per share and 12,000 nonvested shares under our 2009 Stock Option / Stock Issuance Plan. One-third of the stock options shall vest on the every anniversary of the grant date over a three year period. The restricted shares shall vest on the third anniversary of the grant date. In addition, Mr. Ma may receive a discretionary bonus as determined by the Compensation Committee of the Board of Directors at the end of the fiscal year. 61 The following table is a summary of the compensation paid to our executive officers for the two years ended December 31, 2011and 2010. SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Jie Han, CEO Qingwei Ma, COO Taylor Zhang, CFO (1) 2011 2010 61,622 35,460 2011 2010 2011 2010 64,249 15,918 129,436 124,474 (1) Mr. Zhang was appointed as our CFO on May 1, 2009. Stock Awards ($)(3) Option Awards ($) - - - - - - - - - 13,355,832(2) 26,280 10,512 30,660 12,264 56,000(3) 22,400 74,667(3) 29,867 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) Non-Equity Incentive Plan Compen- sation ($) All Other Compens- ation ($) - - - - - - - - - - - - Total ($) - 61,622 - 13,391,292 - - - - 146,529 48,830 234,763 166,605 (2) The options were issued pursuant to an Incentive Option Agreement dated May 16, 2008 between Ms. Piao and Mr. Han pursuant to which Ms. Piao granted Mr. Han 40,000 options to purchase all the shares of XD Engineering Plastics, the controlling shareholder of the Company, subject to the Company achieving certain financial performance targets, which the Company accounted for as share-based compensation awarded to an employee by a related party in accordance to ASC Topic 718. (3) Stock awards granted to Mr. Ma and Mr. Zhang will vest on August 7, 2013 and represent the amount of stock compensation expense recognized in 2011 in accordance with FASB ASC 718. The following is a summary of all options, unvested stock and equity incentive plans for our executive officers for the year ended December 31, 2011. 62 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END Option Awards Stock Awards Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Number of securities underlying unexercised options (#) unexercisable - - 66,667 66,667 50,000 16,667 50,000 16,667 Number of shares or units of stock that have not vested (#) Grant date fair value of stock or units of stock that have not vested ($) Option exercise price ($) Option expiration date - 8.01 8.01 8.01 - - - 8/7/2013 14,000 91,980 8/7/2013 8/7/2013 12,000 8,000 78,840 52,560 Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) - - - - - - - - Name of securities underlying unexercised options (#) exercisable 0 Name Jie Han, CEO Taylor Zhang, CFO Qingwei Ma, COO Junjie Ma, CTO Common Stock Common Stock Common Stock 2009 Stock Option / Stock Issuance Plan On May 26, 2009, we adopted our 2009 Stock Option / Stock Issuance Plan, supplemented by "Stock Award Grant Supplemental Provisions” in August 2011 (the "Plan”), under which reserved 7,800,000 shares of common stock are reserved for issuance. The Plan provides for the grant of the following types of incentive awards: (i) stock options and (ii) stock issuances. Each of these is referred to individually as an "Award.” Those who are eligible for Awards under the Plan include employees, directors and independent contractors who provide services to the Company and/or its affiliates. Number of Shares of Common Stock Available Under the Plan The Board of Directors has reserved 7,800,000 shares of the common stock for issuance under the Plan. As of December 31, 2011, 1,936,285 stock awards and 445,500 stock options have been granted under the Plan. Currently, approximately 100 employees and directors would be eligible to participate in the Plan. If the Company declares a dividend or other distribution or engages in a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Company’s common stock, the Board of Directors will adjust the number and class of shares that may be delivered under the Plan, the number, class, and price of shares covered by each outstanding Award, and the numerical per-person limits on Awards. Shares of common stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (1) the options expire or terminate for any reason prior to exercise in full or (2) the options are cancelled in accordance with the Plan. Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at a price per share not greater than the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of common stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan. 63 Administration of the Plan The Board of Directors administers the Plan. However, any or all administrative functions otherwise exercisable by the Board of Directors may be delegated to a committee of the Board of Directors (the "Committee”). Members of the Committee serve for such period of time as the Board of Directors may determine and shall be subject to removal by the Board of Directors at any time. The Board of Directors may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee. Subject to the terms of the Plan, the Board of Directors has the sole discretion to select the employees, independent contractors, and directors who will receive Awards, determine the terms and conditions of Awards, and to interpret the provisions of the Plan and outstanding Awards. Options The Board of Directors is able to grant nonqualified stock options and incentive stock options under the Plan. The Board of Directors determines the number of shares subject to each option. Incentive options may only be granted to employees. The aggregate fair market value of the shares of common stock for which one or more options granted to any employee under the Plan may for the first time become exercisable as incentive options during one calendar year may not exceed $100,000. The Board of Directors determines the exercise price of options granted under the Plan, provided the exercise price (i) of incentive stock options must be at least equal to the fair market value of the common stock on the date of grant and (ii) of non-statutory stock options must be at least equal to 85% of the fair market value of the common stock on the date of grant. In addition, the exercise price of an incentive stock option granted to any participant who owns more than 10% of the total voting power of all classes of the Company’s outstanding stock must be at least 110% of the fair market value of the common stock on the grant date. The term of an option may not exceed ten years, except incentive stock options granted to an employee who is a 10% stockholder may not exceed five years. Unless otherwise determined by the Board of Directors, after a termination of service with the Company, a participant will be able to exercise the vested portion of his or her option for (i) 90 days following his or her termination (or within such other period of time as may be specified by the Company, but in any event no later than the date of expiration of the option term) for reasons other than death, disability or misconduct, (ii) one year following his or her termination (or within such other period of time as may be specified by the Company, but in any event no later than the date of expiration of the option term) due to death or disability. Unless otherwise determined by the Board of Directors or Board of Directors, if a participant ceases to be employed by the Company on the account of (i) termination by the Company for defined misconduct, any option held by the participant shall (A) terminate on the date on which the participant ceases to be employed by, or provide service to, the Company, or the date on which such option would otherwise expire, if earlier. The Administrator shall have the discretion to grant options that are exercisable for unvested shares. Should the optionee’s service cease while the shares issued upon the early exercise of the optionee’s option are still unvested, the Company shall have the right to repurchase any or all of the unvested shares in accordance with the Plan. 64 Stock Issuance The Board of Directors may transfer shares of Company stock to a Plan participant pursuant to a stock issuance, either through the immediate purchase of such shares or as a bonus for services rendered the Company. Stock issuances will vest in accordance with the terms and conditions established by the Board of Directors in its sole discretion. The Board of Directors will determine the number of shares granted pursuant to an Award of stock. Vesting conditions on stock issuances granted to non-officer employees may not be more restrictive than 20% per year vesting, with the initial vesting to occur no later than one year after the shares are issued. The Board of Directors shall fix the purchase price per share of stock issuance. Shares issued to 10% stockholders must not have a purchase price per share less than 100% of the fair market value per share of common stock on the date of issuance. Shares issued to other Plan participants shall not be less than 85% of the fair market value per share of common stock on the date of issuance. The participant shall have full stockholder rights with respect to any shares of common stock issued to the participant under the Plan, whether or not the participant’s interest in those shares is vested. Accordingly, the participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. Should the participant cease to remain in service while holding one or more unvested shares issued under the Plan or should the performance objectives not be attained with respect to one or more such unvested shares, then the Company has the right to repurchase the unvested shares at the lower of (a) the purchase price paid per share or (b) the fair market value per share on the date participant’s service ceased or the performance objective was not attained. The terms upon which such repurchase right shall be exercisable shall be established by the Board of Directors and set forth in the document evidencing such repurchase right. The Board of Directors may in its discretion waive the surrender and cancellation of one or more unvested shares (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to those shares. Such waiver shall result in the immediate vesting of the participant’s interest in the shares of common stock as to which the waiver applies. Such waiver may be effectuated at any time, whether before or after the Participant’s service ceases or he or she attains the applicable performance objectives. Transferability of Awards Except as described below, Stock Option Awards granted under the Plan are generally not transferable, and all rights with respect to a Stock Option Award granted to a participant generally will be available during a participant’s lifetime only to the participant. A participant may not transfer those rights except by will or by the laws of descent and distribution. Participant may transfer non-statutory stock options to family members, or one or more trusts or other entities for the benefit of or owned by family members or to a transferee’s former spouse, consistent with applicable securities laws, provided that the participant receives no consideration for the transfer of an option and the transferred option shall continue to be subject to the same terms and conditions as were applicable to the option immediately before the transfer. The Company has the right of first refusal with respect to any proposed disposition by an optionee or a participant of any shares of common stock issued under the Plan. Such right of first refusal shall be exercisable and lapse in accordance with the terms established by the Board of Directors and set forth in the document evidencing such right. 65 Change of Control In the event of a change of control, each outstanding option which is at the time outstanding automatically will become fully vested and exercisable and be released from any restrictions on transfer and repurchase or forfeiture rights, and the restrictions and conditions on all outstanding stock issuances will lapse immediately prior to the specified effective date of such change of control, for all of the shares at the time represented by such option or stock issuance. An outstanding option shall not so fully vest and be exercisable and released from such limitations and a stock issuance will not be released from such restrictions and restrictions on stock issuances if and to the extent: (i) such option or stock issuance is, in connection with the change in control, either to be assumed by the successor corporation or parent thereof or to be replaced with a comparable option, stock appreciation right or stock issuance with respect to shares of the capital stock of the successor corporation or parent thereof, or (ii) such option or stock issuance is to be replaced with a cash incentive program of the successor corporation or parent thereof which preserves the compensation element of such option or stock issuance existing at the time of the change in control and provides for subsequent payout in accordance with the same vesting schedule applicable to such option or stock issuance. The determination of option or stock issuance comparability under clause (i) above will be made by the Board of Directors. Effective upon the consummation of the change of control, all outstanding options or stock issuances under the Plan will terminate and cease to remain outstanding, except to the extent assumed by the successor company or its parent. Amendment and Termination of the Plan The Board of Directors will have the authority to amend, alter, suspend or terminate the Plan, except that shareholder approval will be required for any amendment to the Plan to the extent required by any applicable laws. No amendment, alteration, suspension or termination of the Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the Board of Directors and which agreement must be in writing and signed by the participant and the Company. The Plan will terminate on May 26, 2019, unless the Board of Directors terminates it earlier or it is extended by the Company with the approval of the shareholders. Although there may be adverse accounting consequences to doing so, options may be granted and shares may be issued under the Plan which are in each instance in excess of the number of shares of common stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of common stock available for issuance under the Plan. If such stockholder approval is not obtained within twelve months after the date the first such excess grants or issuances are made, then (1) any unexercised options granted on the basis of such excess shares shall terminate and (2) the Company shall promptly refund to the optionees and the participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically cancelled. Employment Agreements All of our officers have entered into employment agreements with the Company. 66 On December 31, 2011, Jie Han and China XD’s subsidiary, Xinda Group, entered into an employment agreement and an employment memorandum, pursuant to which Mr. Han receives a monthly salary of RMB 256,000 (approximately US$40,674) and awards of shares of China XD’s common stock and options to purchase shares of China XD’s common stock, as determined by the Compensation Committee of the Board of Directors. Also, Mr. Han will receive an annual performance-based salary of RMB 3,072,000 (approximately US$488,092), which amount is subject to the company’s achievement of the corresponding year’s performance goals. The calculation of the annual performance-based salary is based on a method set forth in Xinda Group’s compensation management policy. The term of employment is five years beginning on January 1, 2012. The employer and employee may reach consent and terminate Mr. Han’s employment with Xinda Group, and Xinda Group may have the right to unilaterally terminate Mr. Han’s employment prior to the expiration of the employment term under certain circumstances, with a one-month prior notice. The employment agreement entered into between Mr. Han and Harbin Xinda on January 1, 2010 was terminated by a termination agreement executed by and among Mr. Han, Harbin Xinda and Xinda Group on December 31, 2011. On December 31, 2011, Taylor Zhang and Xinda Group entered into an employment agreement and an employment memorandum, pursuant to which Mr. Zhang receives a monthly salary of US$15,000 and awards of shares of China XD’s common stock and options to purchase shares of China XD’s common stock, as determined by the Compensation Committee of the Board of Directors. In addition, Mr. Zhang will receive an annual performance-based salary of US$180,000 which amount is subject to the company’s achievement of the corresponding year’s performance goals. The calculation of the annual performance-based salary is based on a method set forth in Xinda Group’s compensation management policy. The term of employment is five years beginning on January 1, 2012. The employer and employee may reach consent to terminate Mr. Zhang’s employment with Xinda Group at any time and Xinda Group has the right to unilaterally terminate Mr. Zhang’s employment prior to the expiration of the employment term under certain circumstances, with a one-month prior notice. The employment agreement entered into between Mr. Zhang and Favor Sea (US) Inc., a China XD’s subsidiary, on May 1, 2009 was terminated by a termination agreement executed by and among Mr. Zhang, Favor Sea (US) Inc. and Xinda Group on December 31, 2011. On December 31, 2011, Qingwei Ma and Xinda Group entered into an employment agreement and an employment memorandum, pursuant to which Mr. Ma receives a monthly salary of RMB 128,000 (approximately US$20,337) and awards of shares of China XD’s common stock and options to purchase shares of China XD’s common stock, as determined by the Compensation Committee of the Board of Directors. Also, Mr. Ma will receive an annual performance-based salary of RMB 1,536,000 (approximately US$244,046), which amount is subject to the company’s achievement of the corresponding year’s performance goals. The calculation of the annual performance-based salary is based on a method set forth in the Xinda Group’s compensation management policy. The term of employment is five years beginning on January 1, 2012. The employer and employee may reach consent to terminate Mr. Ma’s employment with Xinda Group at any time and Xinda Group has the right to unilaterally terminate Mr. Ma’s employment prior to the expiration of the employment term under certain circumstances, with a one-month prior notice. That employment agreement entered into between Mr. Ma and Harbin Xinda on January 1, 2010 was terminated by a termination agreement executed by and among Mr. Ma, Harbin Xinda and Xinda Group on December 31, 2011. On December 31, 2011, Junjie Ma and Xinda Group entered into an employment agreement and an employment memorandum pursuant to which Mr. Ma receives a monthly salary of RMB 64,000 (approximately US$10,169) and awards of shares of China XD’s common stock and options to purchase shares of China XD’s common stock, as determined by the Compensation Committee of the Board of Directors. In addition, Mr. Ma will receive an annual performance-based salary of RMB 768,000 (approximately US$122,023), which amount is subject to the company’s achievement of the corresponding year’s performance goals. The calculation of the annual performance-based salary is based on a method set forth in the Xinda Group’s compensation management policy. The term of employment is five years beginning on January 1, 2012. The employer and employee may reach consent to terminate Mr. Ma’s employment with Xinda Group at any time and Xinda Group has the right to unilaterally terminate Mr. Ma’s employment prior to the expiration of the employment term under certain circumstances, with a one-month prior notice. That employment agreement entered into between Mr. Ma and Xinda Macromolecule Research Center on January 1, 2010 was terminated by a termination agreement executed by and among Mr. Ma, Xinda Macromolecule Research Center and Xinda Group on December 31, 2011. 67 Potential Payments Upon Termination or Change in Control We may be required to make severance payments upon termination of employment pursuant to the laws of the PRC and other applicable jurisdictions. Under the PRC Labor Contract Law, if an employment is terminated prior to the expiration of the employment term, unless the termination resulted from such employee's certain fault, the employer shall pay a severance compensation for termination at an amount that is usually the average monthly salary of the 12-month period prior to termination multiplied by the number of years for which the terminated employee worked at the Company, subject to certain adjustment and restrictions if such employee's base salary is sufficiently higher than that of the average in the municipal region. In addition, in the event that the employer terminates the employment in violation of the PRC Labor Contract Law, the applicable severance compensation for termination should be two times the aforementioned amount. Furthermore, certain non-compete payment obligation may also apply upon termination of an employment, which payment amount pursuant to the Company's standard non-compete agreement, if so entered into with the said employee, is one third the monthly base salary prior to the termination of such employee per month for 24 months following the termination. Director Compensation On December 30, 2009, our Board of approved its 2010 Executive Compensation Program which set forth cash and stock compensation of the Company’s executives and directors. Under the 2010 Executive Compensation Program the Company’s employee directors receive no additional compensation for their services to the Company as directors, including the Chairman of the Board of Directors. In addition, for fiscal year 2011, all non-employee directors who reside in China received annual cash compensation of RMB 60,000 (approximately $9,285) and the non-employee directors who reside outside of China received annual cash compensation of $60,000 for Lawrence Leighton and $36,000 for Robert Brisotti respectively. In addition, on October 28, 2011, each non-employee directors other than the two directors newly appointed by the Series D Preferred Stockholder received a stock award equal to a number of shares of the Company’s common stock valued at $50,000 for those who reside outside of China and RMB50,000 (approximately $7,865) for those who reside in China, based on the market value of the common stock at the time of the stock award and such stock award shall vest six months after the grant date. The Company has repurchase rights on the unvested shares of the stock award. The following is a summary of the compensation paid to our non-employee directors for the year ended December 31, 2011. Our employee directors do not receive compensation for their services to the Company as directors. DIRECTOR COMPENSATION Name Lawrence Leighton Yong Jin Linyuan Zhai Robert Brisotti Fees earned or paid in cash ($) 60,000 9,285 9,285 36,000 Stock awards ($) Option awards ($) 50,000 7,865 7,865 50,000 - - - - 68 Non-equity incentive plan compensation ($) - - - - Nonqualified deferred compensation earnings ($) - - - - All other compensation ($) Total ($) 110,000 17,150 17,150 86,000 - - - - Service Agreements On October 4, 2010, the Company entered into a Service Agreement with Robert L. Brisotti. Pursuant to the terms of the Service Agreement, the Company shall (i) pay Mr. Brisotti a fee of $3,000 per month ($36,000 annually), which fee shall increase to $5,000 per month ($60,000 annually) on the 18 month anniversary of the date of his appointment; and (ii) award to Mr. Brisotti under the Company’s 2009 Equity Incentive Plan and pursuant to the terms of a restricted stock award agreement $50,000 in restricted shares of common stock of the Company on an annual basis (the "Stock”), which shall vest in accordance with the terms of the restricted stock award agreement. The Stock shall be valued at the average closing price for the ten trading days prior to October 4, 2010, the date of the execution of the Service Agreement, and prior to each anniversary thereof. The Stock shall vest after six months of each year subject to Mr. Brisotti’s continued directorship with the Company, pursuant to such vesting schedule set forth in the restricted stock award agreement. On November 14, 2010, the Company entered into a Service Agreement with Lawrence W. Leighton. Pursuant to the terms of the Service Agreement, the Company shall (i) pay Mr. Leighton a fee of $5,000 per month ($60,000 annually); and (ii) award to Mr. Leighton under the Company’s 2009 Equity Incentive Plan and pursuant to the terms of a restricted stock award agreement $50,000 in restricted shares of common stock of the Company on an annual basis (the "Stock”), which shall vest in accordance with the terms of the restricted stock award agreement. The Stock shall be valued at the average closing price for the ten trading days prior to November 4, 2010, the date of the execution of the Service Agreement, and prior to each anniversary thereof. The Stock shall vest after six months of each year subject to Mr. Leighton’s continued directorship with the Company, pursuant to such vesting schedule set forth in the restricted stock award agreement. On November 14, 2010, the Company entered into a Service Agreement with Linyuan Zhai. Pursuant to the terms of the Service Agreement, the Company shall (i) pay Mr. Zhai a fee of RMB5,000 per month (RMB60,000 annually); and (ii) award to Mr. Zhai under the Company’s 2009 Equity Incentive Plan and pursuant to the terms of a restricted stock award agreement RMB50,000 in restricted shares of common stock of the Company on an annual basis (the "Stock”), which shall vest in accordance with the terms of the restricted stock award agreement. The Stock shall be valued at the average closing price for the ten trading days prior to November 14, 2010, the date of the execution of the Service Agreement, and prior to each anniversary thereof. The Stock shall vest after twelve months of each year subject to Mr. Zhai’s continued directorship with the Company, pursuant to such vesting schedule set forth in the restricted stock award agreement. 69 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information, as of March 20, 2012, with respect to the beneficial ownership of the outstanding share capital of our Company by (i) any holder of more than five percent (5%) of any class of our voting securities; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Name and Address Jie Han (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Jie Han Qingwei Ma (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Junjie Ma (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Taylor Zhang (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Robert Brisotti (4) (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Lawrence W. Leighton (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Linyuan Zhai (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) Yong Jin (address: c/o China XD Plastics Company Limited, 500 5th Avenue, Suite 4120, New York, New York 10110) XD. Engineering Plastics Company Limited (address: Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands) XD. Engineering Plastics Company Limited MSPEA Modified Plastics Holding Limited (address: c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9005, Cayman Islands) Total Ownership of Common Stock by All Directors and Executive Officers as a Group * Less than 1% Title of Class Amount and Nature of Beneficial Ownership (1) Percent of Class (2) Series B Preferred Stock Common Stock 1,000,000 (3) 32,510,131 (3) 100.0% 68.3% Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Common Stock Series B Preferred Stock Common Stock Series D Preferred Stock 70 12,000 8,000 14,000 * * * 11,020 - * 32,110 4,229 4,229 1,000,000 (3) 24,382,598 (3) 16,000,000 (5) 32,595,719 * * * 100.0% 51.3% 100.0% 68.6% (1) (2) (3) (4) (5) The amount of beneficial ownership includes the number of shares of common stock and/or Series B Preferred Stock and/or Series D Preferred Stock, plus, in the case of each of the executive officer and directors and all officers and directors as a group, all shares issuable upon the exercise of the options held by them, which were exercisable as of March 20, 2012 or within 60 days thereafter. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules promulgated by the SEC, every person who has or shares the power to vote or to dispose of shares of common stock are deemed to be the "beneficial owner” of all the shares of common stock over which any such sole or shared power exists. Based upon 47,527,367 shares of Common Stock outstanding, 1,000,000 shares of Series B Preferred Stock outstanding, 2 shares of Series C Preferred Stock and 16,000,000 shares of Series D Preferred Stock outstanding as of March 20, 2012. Mr. Jie Han beneficially owns (i) 32,510,131 shares of Common Stock, representing 68.3% of our total outstanding Common Stock, which includes 8,127,533 shares of Common Stock directly held by Mr. Jie Han and 24,382,598 shares of Common Stock beneficially owned by Mr. Jie Han through his sole ownership of XD Engineering Plastics, and (ii) 1,000,000 shares of Series B Preferred Stock through his sole ownership of XD Engineering Plastics, representing 100% of our total outstanding Series B Preferred Stock. Mr. Robert Brisotti’s business address is 40 Wall Street, 31st Floor, New York, NY 10005. Upon the closing of the transactions contemplated under the Securities Purchase Agreement, MSPEA Modified Plastics Holding Limited owns 16,000,000 shares of Series D Preferred Stock, representing 100% of our total outstanding Series D Preferred Stock. Changes in Control There were no arrangements, known to the Company, including any pledge by any person of securities of the Company the operation of which may at a subsequent date result in a change in control of the Company. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transactions Other than as described below, there have been no other transactions since January 1, 2010, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which any current or former director of officer of the Company, any 5% or greater shareholder of the Company or any member of the immediate family of any such persons had, or will have, a direct or indirect material interest other than as disclosed below. Pursuant to an incentive option agreement dated May 16, 2008, Ms. Piao granted 40,000 Options to Mr. Han to purchase shares of XD. Engineering Plastics Company Limited ("XD Engineering Plastics”), a majority shareholder of the Company, at a nominal price if certain performance targets are met. Ms. Piao is the sole shareholder of XD Engineering Plastics, which is the Company’s controlling shareholder. Mr. Han may purchase 25% of the total outstanding equity in XD Engineering Plastics if the Company’s consolidated revenue during the first three quarters of 2008 exceeds $40,000,000. He may purchase 14% of the total outstanding equity in XD Engineering Plastics if the Company’s consolidated revenue during the first three quarters of 2009 exceeds $70,000,000. Finally, he may purchase 61% of the total outstanding equity in XD Engineering Plastics if the Company’s revenue during the first three quarters of 2010 exceeds $110,000,000. For the years ended December 31, 2010, the Company recorded stock compensation expense of $13,355,832 relating to the options granted to Mr. Han. All the revenue targets have been achieved from 2008 to 2010 and the corresponding compensation expenses have been fully recognized as of December 31, 2010. On February 23, 2010, Mr. Han exercised 250 shares, or 25% of the total outstanding equity in XD Engineering Plastics, at the determined exercise price. On July 5, 2011, Mr. Han further exercised his option and received all of the remaining 750 shares, or 75% equity stake in XD Engineering Plastics. As a result, Mr. Han became the sole shareholder of XD Engineering Plastics and the beneficial owner of 24,382,598 shares of Common Stock and 1,000,000 shares of Series B Preferred Stock of the Issuer held by XD Engineering Plastics as of July 5, 2011. On September 20, 2011, Mr. Han pledged 16,000,000 common shares of the Company registered in the name of XD Engineering Plastics to MSPEA Modified Plastics Holding Limited, a Cayman Islands company and an affiliate of Morgan Stanley. 71 Prior to the Company’s reverse merger that occurred in December 2008, Ms. Qiuyao Piao owned 100% of Favor Sea BVI indirectly through XD Engineering Plastics, a British Virgin Islands corporation, the former sole shareholder of Favor Sea BVI. Harbin Xinda High-Tech Co., Ltd. ("Xinda High-Tech”) and Heilongjiang Xinda Hyundai Engineering Plastics Co., Ltd. are affiliated companies owned by the spouse of Mr. Han. The Company rents a plant and office building of approximately 23,894 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of US$309,487. The period of the lease is from May 1, 2009 to April 30, 2012. The Company also rents an office building of approximately 2,800 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of US$30,949. The period of the lease is from June 1, 2010 to May 31, 2013. Further, the Company rents an office building of approximately 500 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of US$9,285. The period of this office building lease is from January 1, 2011 to December 31, 2013. Total rental expenses paid or payable to Xinda High-Tech amounted to US$349,721 and US$312,738 in 2011 and 2010, respectively. In 2010, Ms Piao, the former majority owner of XD Engineering Plastic advanced to the Company $1,769,145 which represents a U.S. dollar denominated interest free loan provided by Ms. Piao to fund the Company’s working capital. The advances were unsecured and did not have specific terms of repayment. This loan transaction was duly approved by our Audit Committee. The Company repaid US$240,426 and US$1,528,719 interest free loans on December 16, 2011 and December 19, 2011, respectively. It is our policy that we will not enter into any related party transactions unless the Audit Committee or another independent body of the Board of Directors first reviews and approves any transaction over US$120,000. Director Independence A majority of the directors serving on our Board of Directors must be independent directors under Rule 5605(b)(1) of the Marketplace Rules of The NASDAQ Stock Market ("NASDAQ”). The Board of Directors has a responsibility to make an affirmative determination whether a directors has a material relationships with the listed company through the application of Rule 5605(a)(2) of the Marketplace Rules of NASDAQ, which provides the definition of an independent director. The Board of Directors has determined that each of the directors, except Jie Han, Taylor Zhang and Qingwei Ma, has no relationship that, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is an "independent director” as defined in the Marketplace Rules of NASDAQ. In determining the independence of our directors, the Board of Directors has adopted independence standards that follow the criteria specified by applicable laws and regulations of the SEC and the Marketplace Rules of NASDAQ. In determining the independence of our directors, the Board of Directors considered all transactions in which the Company and any director had any interest, including those discussed under "Certain Relationships and Related Transactions” above. Based on the application of the independence standards and the examination of all of the relevant facts and circumstances, the Board of Directors determined that none of the following directors had any material relationship with the Company and, thus, are independent under Rule 5605(a)(2) of the Marketplace Rules of NASDAQ: Lawrence W. Leighton, Robert Brisotti, Linyuan Zhai, Homer Sun and Jun Xu. In accordance with the Marketplace Rules of NASDAQ, a majority of our Board of Directors is independent. 72 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent accountants for the audit of our annual financial statements for our fiscal year ended December 31, 2011 was KPMG. Our independent accountants for the audit of our annual financial statements for our fiscal year ended December 31, 2010 was Moore Stephens Hong Kong (the "MSHK”). The following table shows the fees paid and to be paid by us to KPMG and MSHK. Audit Fees Audit-Related Fees Total Audit and Audit-Related Fees Tax Fees All Other Fees Total paid to independent public audit firms Audit Fees 2011 2010 $ 718,282 $ - 718,282 32,921 $ 751,203 $ 140,000 - 140,000 - 25,000 165,000 Audit fees were for professional services rendered for the audit of our annual financial statements and the review of our quarterly financial statements. We paid or accrued expenses of $104,180 and $140,000 for the fiscal year ended December 31, 2011 and 2010 related to MSHK, respectively. We paid or accrued expenses of $614,102 to KPMG related to its audit of our annual financial statements for the fiscal year ended December 31, 2011 and the review of our quarterly financial statements for the quarter ended September 30, 2011. Tax Fees During the fiscal years ended December 31, 2011 and 2010, there were US$32,921 and nil tax fees billed by KPMG and MSHK, respectively for professional services rendered for tax compliance work and other tax related services. All Other Fees During the fiscal years ended December 31, 2011 and 2010, the aggregate fees billed by KPMG and MSHK were nil and $25,000, respectively, for professional services related to other miscellaneous securities filings. Pre-Approval Policies and Procedures The Audit Committee appoints the independent auditor each year and pre-approves the audit, audit related and permissible non-audit services and fees proposed by the independent auditor. All services described under the caption services and fees of independent auditors were pre-approved. 73 PART IV EXHIBITS, FINANCIAL STATEMENT SCHEDULES ITEM 15. (a) The following are filed with this Annual Report: (1) The financial statements listed on the Financial Statements Table of Contents. (2) Not applicable. (3) The exhibits referred to below, which include the following management contracts or compensatory plans or arrangements: ● ● ● ● ● ● ● ● ● ● ● ● ● 2009 Stock Option / Stock Issuance Plan Stock Award Grant Supplemental Provisions Service Agreement effective as of October 4, 2010 between China XD Plastics Company Limited and Robert Brisotti Service Agreement effective as of November 14, 2010 between China XD Plastics Company Limited and Linyuan Zhai Service Agreement effective as of November 14, 2010 between China XD Plastics Company Limited and Lawrence W. Leighton Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Jie Han Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Jie Han Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Qingwei Ma Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Qingwei Ma Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Taylor Zhang Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Taylor Zhang Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Junjie Ma Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co., Ltd and Junjie Ma (b) The exhibits listed on the Exhibit Index are filed as part of this Annual Report. (c) Not applicable. 74 Exhibit No. 3.1 Description of Exhibit Articles of Incorporation 3.2 3.3 3.4 3.5 3.6 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 10.1 10.2 10.3 10.4 10.5 10.6 Amendment to Articles of Incorporation Bylaws Form of Second Amendment to Articles of Incorporation of the Company Second Amended and Restated Bylaws Forms of Certificates of Correction Specimen Stock Certificate Certificate of Designation of Series A Convertible Preferred Stock Certificate of Designation of Series B Preferred Stock Form of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock Form of Series A Warrant to Purchase Common Stock Form of Series B Warrant to Purchase Common Stock Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any Form of Common Stock Purchase Warrant Registration Rights Agreement entered into by and between the Company and MSPEA Modified Plastics Holding Limited on August 15, 2011 Form of Certificate of Designation, Preferences and Rights of Series D Junior Convertible Preferred Stock 2009 Stock Option/Stock Issuance Plan District Entry Agreement and Memorandum dated April 14, 2010 by and between Harbin Xinda Macromolecule Material Co., Ltd. and Harbin Economic and Technological Development Zone Administration Letter Agreement, dated October 4, 2010, between China XD Plastics Company Limited and Rodman & Renshaw, LLC Securities Purchase Agreement dated October 4, 2010, among China XD Plastics Company Limited and certain institutional investors Amendment Agreement, dated as of September 30, 2010, to the Securities Purchase Agreement dated November 27, 2009 among China XD Plastics Company Limited and the purchasers named therein Service Agreement effective as of October 4, 2010 between China XD Plastics Company Limited and Robert Brisotti EXHIBIT INDEX Incorporated by Reference Herein from the Following Filing Filed as an exhibit to the Company’s registration statement on Form SB-2, as filed with the Securities and Exchange Commission on May 12, 2006. Filed as Appendix I of Company’s definitive information statement on Schedule 14C, as filed with the Securities and Exchange Commission on March 12, 2009. Filed as an exhibit to the Company’s registration statement on Form SB-2, as filed with the Securities and Exchange Commission on May 12, 2006. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 8, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s registration statement on Form SB-2, as filed with the Securities and Exchange Commission on May 12, 2006. Filed as an exhibit to the Company’s definitive information statement on Schedule 14C, as filed with the Securities and Exchange Commission on March 12, 2009. Filed as an exhibit to the Company’s definitive information statement on Schedule 14C, as filed with the Securities and Exchange Commission on March 12, 2009. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 30, 2009. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 30, 2009. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 30, 2009. Filed as an exhibit to the Company’s registration statement on Form S-3, as amended, as filed with the Securities and Exchange Commission on June 10, 2010. Filed as an exhibit to the Company’s registration statement on Form S-3, as amended, as filed with the Securities and Exchange Commission on June 10, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an appendix to the Company’s definitive proxy statement on Schedule 14A, as filed with the Securities and Exchange Commission on November 11, 2009. Filed as an exhibit to the Company’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on August 9, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 6, 2010. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on October 7, 2010. 75 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 14.1 16.1 16.2 16.3 21.1 23.1 23.2 31.1 31.2 32.1 Service Agreement dated November 14, 2010 between China XD Plastics Company Limited and Linyuan Zhai Service Agreement dated November 14, 2010 between China XD Plastics Company Limited and Lawrence Leighton Stock Award Grant Supplemental Provisions Securities Purchase Agreement entered into by and between the Company, MSPEA Modified Plastics Holding Limited, XD. Engineering Plastics Company Limited, and Mr. Jie Han on August 15, 2011 Stockholders’ Agreement entered into by and between MSPEA Modified Plastics Holding Limited, XD. Engineering Plastics Company Limited, and Mr. Jie Han on August 15, 2011 Form of Pledge Agreement by and between MSPEA Modified Plastics Holding Limited and XD. Engineering Plastics Company Limited Form of Indemnification Agreement Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Jie Han * Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Jie Han Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Qingwei Ma * Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Qingwei Ma Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Taylor Zhang * Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Taylor Zhang Employment Agreement dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Junjie Ma * Employment Memorandum dated December 31, 2011 between Heilongjiang Xinda Enterprise Group Co. Ltd and Junjie Ma Code of Business Conduct Letter, dated December 31, 2008, from Robison, Hill & Co. to the Securities and Exchange Commission Letter, dated November 4, 2009 from Bagell Josephs Levine & Company, LLC, to the Securities and Exchange Commission Letter, dated August 15, 2011, from Moore Stephens Hong Kong, to the Securities and Exchange Commission Subsidiaries of Registrant Consent of Moore Stephens Hong Kong Consent of KPMG Certification of Principal Executive Officer Required Under Section 302 of Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer Required Under Section 302 of Sarbanes-Oxley Act of 2002 Certification of Principal Executive Officer and Principal Financial Officer Required Under Section 906 of Sarbanes-Oxley Act of 2002 * English translation Filed herewith Filed herewith Filed herewith Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on December 31, 2008, and incorporated herein by this reference. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on November 6, 2009. Filed as an exhibit to the Company’s current report on Form 8-K, as filed with the Securities and Exchange Commission on August 15, 2011. Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith 76 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 26, 2012 CHINA XD PLASTICS COMPANY LIMITED By: /s/ Jie Han Jie Han Chief Executive Officer (Principal Executive Officer) By: /s/ Taylor Zhang Taylor Zhang Chief Financial Officer (Principal Financial Officer) 77 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Name /s/ Jie Han Jie Han /s/ Taylor Zhang Taylor Zhang /s/ Qingwei Ma Qingwei Ma /s/ Lawrence Leighton Lawrence Leighton /s/ Robert Brisotti Robert Brisotti /s/ Linyuan Zhai Linyuan Zhai /s/ Homer Sun Homer Sun /s/ Jun Xu Jun Xu Title Chairman and Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer) Director Director Director Director Director Director 78 Date March 26, 2012 March 26, 2012 March 26, 2012 March 26, 2012 March 26, 2012 March 26, 2012 March 26, 2012 March 26, 2012 FINANCIAL STATEMENTS Index to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2011 and 2010 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2011 and 2010 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2011 and 2010 Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 Notes to the Consolidated Financial Statements Page F-2 F-4 F-5 F-6 F-7 F-9 F-1 The Board of Directors and Stockholders China XD Plastics Company Limited: Report of Independent Registered Public Accounting Firm We have audited the accompanying consolidated balance sheet of China XD Plastics Company Limited and subsidiaries (the "Company”) as of December 31, 2011, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China XD Plastics Company Limited and subsidiaries as of December 31, 2011, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. /s/ KPMG Hong Kong, China March 26, 2012 F-2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of China XD Plastics Company Limited We have audited the accompanying consolidated balance sheet of China XD Plastics Company Limited and subsidiaries (the "Company") as of December 31, 2010, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. /s/ Moore Stephens Certified Public Accountants Hong Kong March 31, 2011 (except for note 19, as to which the date is March 26, 2012) F-3 CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS Current assets: Cash and cash equivalents Restricted cash Accounts receivable, net of allowance for doubtful accounts Amounts due from a related party Inventories Prepaid expenses and other current assets Total current assets Property, plant and equipment, net Land use rights, net Deposits for purchase of land use rights and plant Other non-current assets Total assets LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Current liabilities: Short-term bank loans Bills payable Accounts payable Amounts due to a related party Income taxes payable Accrued expenses and other current liabilities Total current liabilities Deferred income tax liabilities Warrants liability Embedded derivative liability Total liabilities Redeemable Series C convertible preferred stock Redeemable Series D convertible preferred stock Stockholders’ equity: Series B preferred stock Common stock, US$0.0001 par value, 500,000,000 shares authorized, 47,548,367 shares and 47,528,511 shares issued, 47,527,367 shares and 47,528,511 shares outstanding as of December 31, 2011 and 2010, respectively Treasury stock, at cost: 21,000 shares and nil as of December 31, 2011 and 2010, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive income Total stockholders’ equity Commitments and contingencies Total liabilities, redeemable convertible preferred stock and stockholders’ equity See accompanying notes to consolidated financial statements. F-4 December 31, 2011 US$ 2010 US$ 135,482,386 11,128,106 45,232,013 78,912 44,953,958 12,857,223 249,732,598 100,933,429 4,055,363 5,608,765 264,662 360,594,817 31,459,032 22,243,760 398,043 - 5,814,988 3,213,181 63,129,004 22,102,431 3,862,927 610 89,094,972 1,829 97,576,465 100 4,754 (92,694) 71,190,659 91,340,855 11,477,877 173,921,551 - 360,594,817 22,720,766 - 29,018,400 75,732 25,257,083 33,044,600 110,116,581 49,038,103 244,417 - - 159,399,101 21,204,700 - 736,667 1,769,145 65,817 4,073,259 27,849,588 21,525,274 5,719,130 905 55,094,897 1,829 - 100 4,752 - 69,040,396 30,822,356 4,434,771 104,302,375 - 159,399,101 CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Revenues Cost of revenues Gross profit Selling expenses General and administrative expenses Research and development expenses Total operating expenses Operating income Interest income Interest expense Foreign currency exchange gains (losses) Government grant Change in fair value of embedded derivative liability Change in fair value of warrants liability Other income Other expense Total nonoperating income, net Income before income taxes Income tax expense Net income Earnings per share of common stock: Basic Diluted Net income Other comprehensive income Foreign currency translation adjustment, net of nil income taxes for the years ended December 31, 2011 and 2010, respectively Comprehensive income See accompanying notes to consolidated financial statements. F-5 Year ended December 31, 2011 US$ 381,624,567 (285,801,786) 95,822,781 (254,767) (7,066,480) (11,640,243) (18,961,490) 2010 US$ 249,822,934 (188,294,026) 61,528,908 (470,727) (19,960,153) (7,382,507) (27,813,387) 76,861,291 33,715,521 689,916 (1,810,566) 876,635 154,742 295 1,856,203 - - 1,767,225 78,628,516 (18,109,897) 60,518,619 27,261 (1,268,654) (49,047) 3,237,574 8,646,351 6,344,425 84,006,483 (84,515,972) 16,428,421 50,143,942 (21,307,153) 28,836,789 1.17 1.16 0.58 0.49 60,518,619 28,836,789 7,043,106 2,911,898 67,561,725 31,748,687 CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Series B Preferred Stock Common Stock Number of Shares Amount US$ Number of Shares Amount US$ Treasury Stock US$ 1,000,000 - 100 - 39,925,026 - 3,993 - Balance at January 1, 2010 Net income Other comprehensive income - Foreign currency translation adjustment, net of nil income taxes Conversion of redeemable Series C convertible preferred stock into common stock Stock based compensation Issuance of common stock in cash, net of transaction costs Contract settled in common stock Dividends to redeemable Series C convertible preferred stockholders Exercise of nonvested shares Balance as of December 31, 2010 Net income Other comprehensive income - Foreign currency translation adjustment, net of nil income taxes Stock based compensation Repurchase of common stock Dividends to redeemable Series C convertible preferred stockholders Stockholder contribution in connection with the issuance of Series D convertible preferred stock Exercise of nonvested shares Balance as of December 31, 2011 - - - - - - - - - - - - - - - 3,301,300 - 3,333,334 26,827 - 942,024 - 330 - 333 2 - 94 1,000,000 - 100 - 47,528,511 - 4,752 - - - - - - - - - - - - - - - (21,000) - - 19,856 - - - - - 2 Additional Paid-in Capital US$ Retained Earnings US$ Accumulated Other Comprehensive Income US$ Total Stockholders’ Equity US$ 15,361,043 - 4,631,628 28,836,789 1,522,873 - 21,519,637 28,836,789 - 24,040,121 14,854,199 14,650,129 134,998 - - - - - - (94) (2,646,061) - 2,911,898 2,911,898 - - - - - - 24,040,451 14,854,199 14,650,462 135,000 (2,646,061) - 69,040,396 - 30,822,356 60,518,619 4,434,771 - 104,302,375 60,518,619 - - - - - - - - - - - - - (92,694) - 649,265 - - - - 7,043,106 - - 7,043,106 649,265 (92,694) - - - - (120) 1,501,000 (2) - - - - - (120) 1,501,000 - 173,921,551 1,000,000 100 47,527,367 4,754 (92,694) 71,190,659 91,340,855 11,477,877 See accompanying notes to consolidated financial statements. F-6 CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Net provision for/(reversal of) doubtful accounts Depreciation and amortization Stock-based compensation expense Change in fair value of embedded derivative liability Change in fair value of warrants liability Other income Other expense Foreign currency exchange loss, net (Gain) loss on disposals of long-lived assets Deferred income tax (benefit) expense Change in operating assets and liabilities: Restricted cash Accounts receivable Amounts due from a related party Inventories Prepaid expenses and other current assets Other non-current assets Bills payable Accounts payable Income tax payable Accrued expenses and other current liabilities Net cash provided by operating activities Cash flows from investing activities: Purchases of and deposits for property, plant and equipment and land use rights Proceeds from disposal of equipment Net cash used in investing activities Cash flows from financing activities: Proceeds from bank borrowings Repayment of bank borrowings Proceeds from an interest free loan provided by a related party Repayment of an interest free loan provided by a related party Dividends paid to Series C convertible preferred stockholders Repurchase of treasury stock Proceeds from issuance of Series D convertible preferred stock Payment of issuance cost of Series D convertible preferred stock Proceeds from issuance of common stock Net cash provided by financing activities Effect of foreign currency exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See accompanying notes to consolidated financial statements. F-7 Year Ended December 31, 2011 US$ 2010 US$ 60,518,619 28,836,789 83,157 5,142,889 649,265 (295) (1,856,203) - - (876,635) (14,041) (465,163) (10,838,283) (14,501,996) (3,180) (17,836,035) 20,760,504 (264,662) 21,664,114 (338,624) 5,596,303 (136,011) 67,283,723 (62,489,867) 107,223 (62,382,644) 30,639,246 (21,664,113) - (1,769,145) (792,240) (92,694) 100,000,000 (722,535) - 105,598,519 2,262,022 112,761,620 22,720,766 135,482,386 (132,959) 3,327,755 14,854,199 (8,646,351) (6,344,425) (83,990,741) 83,990,741 - 522,073 20,997,685 - (25,308,140) (75,732) (6,106,915) (10,565,851) - - (2,095,612) 64,204 1,194,828 10,521,548 (12,596,304) 330,760 (12,265,544) 20,685,078 (21,867,082) 1,769,145 (221,616) (1,796,337) - - - 18,821,504 17,390,692 223,286 15,869,982 6,850,784 22,720,766 CHINA XD PLASTICS COMPANY LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Supplemental disclosure of cash flow information: Interest paid Income taxes paid Non-cash investing and financing activities: Conversion of Series C convertible preferred stock into common stock Accrual for purchase of equipment Settlement of accrual for purchase of equipment using bank acceptance notes Contract settled in common stock Accrual of issuance cost of Series D convertible preferred stock Stockholder contribution in connection with the issuance of Series D convertible preferred stock (see note 13) 1,830,365 12,978,757 - 2,199,951 - - 200,000 1,501,000 1,241,615 288,061 24,040,121 2,100,040 5,909,991 135,000 - - See accompanying notes to consolidated financial statements. F-8 Note 1 – Description of business and significant concentrations and risks China XD Plastics Company Limited ("China XD Plastics”) is a holding company that is incorporated in Nevada, the United States. In 2008, through a series of transactions, China XD Plastics acquired 100% equity interest of Harbin Xinda Macromolecule Material Co., Ltd. ("Harbin Xinda”), and its wholly-owned subsidiary, Harbin Xinda Macromolecule Material Research Institute ("Research Institute”). For accounting purpose, the acquisition was accounted for as a reverse acquisition with China XD Plastics (the legal acquirer) identified as the accounting acquiree and Harbin Xinda (the legal acquiree) identified as the accounting acquirer. Harbin Xinda is a limited liability company established under the laws of the People’s Republic of China ("PRC”). China XD Plastics and its subsidiaries (collectively referred to hereinafter as the "Company”), is primarily engaged in the research and development, production and sales of modified and engineering plastics products in the PRC. The plastics products are primarily used in the automotive manufacturing industry and consist of the following major products categories: modified polypropylene ("PP”), modified polyamide ("PA”), alloy plastics, engineering plastics, modified acrylonitrile butadiene styrene ("ABS”) and environment friendly plastics. The Company’s operations are primarily conducted through its subsidiaries in the PRC. The Company’s other subsidiaries in the US, British Virgin Islands ("BVI”), and Hong Kong, do not have significant operations. Sales concentration The Company sells its products, substantially through approved distributors in the PRC. The Company’s sales are highly concentrated. Sales to four and three major distributors, which individually exceeded 10% of the Company’s revenues, accounted for approximately 74% and 73% of the Company’s revenues for the years ended December 31, 2011 and 2010, respectively. The Company expects revenues from these distributors to continue to represent a substantial portion of its revenue in the future. Any factors adversely affecting the automobile industry in the PRC or the business operations of these customers will have a material effect on the Company’s business, financial position and results of operations. Purchase concentration The principal raw materials used for the Company’s production of modified plastics products are plastic resins, such as polypropylene, ABS and nylon. The Company purchases substantially all of its raw materials through three distributors. Raw material purchases from these three and two suppliers, which individually exceeded 10% of the Company’s total raw material purchases, accounted for approximately 98% and 96% of the Company’s total raw material purchases for the years ended December 31, 2011 and 2010, respectively. Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect the Company’s business, financial position and results of operations. The Company has three production facilities, all of which are located in Harbin, Heilongjiang province of the PRC. The Company purchased equipment from an equipment distributor, which accounted for 99% and 98% of the Company's total equipment purchases for the years ended December 31, 2011 and 2010, respectively. A change of the supplier could cause a delay in manufacturing and a possible loss of sales, which could adversely affect the Company's business, financial position and results of operations. The majority owner of the equipment distributor is also the majority owner of a major raw material supplier that supplied approximately 26% and 4% of the Company’s total raw material purchases for the years ended December 31, 2011 and 2010, respectively. In addition, the majority owner of the equipment distributor is also the majority owner of a sales distributor of the Company. Sales to this customer were approximately 14% and 11% of the Company’s total revenues for the years ended December 31, 2011 and 2010, respectively. Cash concentration Cash, cash equivalents and restricted cash maintained at banks consist of the following: RMB denominated bank deposits with financial institutions in the PRC US dollar denominated bank deposits with a financial institution in the U.S. US dollar denominated bank deposits with financial institutions in the PRC US dollar denominated bank deposits with a financial institution in Hong Kong Special Administrative Region ("SAR”) Year ended December 31, 2010 2011 US$ US$ 21,886,085 137,503,064 74,767 36,280 158 8,589,666 478,832 725,626 The bank deposits with financial institutions in the PRC are uninsured by the government authority. To limit exposure to credit risk relating to bank deposits, the Company primarily places bank deposits with large financial institutions in the PRC with acceptable credit rating. F-9 Note 2 – Summary of significant accounting policies (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP”). (b) Consolidation The accompanying consolidated financial statements include the financial statements of China XD Plastics and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated upon consolidation. (c) Use of Estimates The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the recoverability of the carrying amounts of property, plant and equipment, the realizability of inventories, the useful lives of property, plant and equipment, the collectibility of accounts receivable, the fair values of financial instruments and stock-based compensation awards, and the accruals for tax uncertainties and other contingencies. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions. (d) Foreign Currency The Company’s reporting currency is the US dollar (US$). The functional currency of China XD Plastics and its subsidiaries in the United States, BVI and Hong Kong is the US$. The functional currency of China XD Plastics’ subsidiaries in the PRC is Renminbi (RMB). Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency using the applicable exchange rates at the balance sheet date. The resulting exchange differences are recorded in foreign currency exchange gains (losses) in the consolidated statements of comprehensive income. Assets and liabilities of the group entities with functional currencies other than US$ are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated into US$ at average rates prevailing during the reporting period. The differences resulting from such translation are recorded as a separate component of accumulated other comprehensive income within stockholders’ equity. Since the RMB is not a fully convertible currency, all foreign exchange transactions involving RMB must take place either through the People’s Bank of China ("PBOC”) or other institutions authorized to buy and sell foreign exchange. (e) Cash, cash equivalents and restricted cash Cash and cash equivalents consist of cash on hand, cash in bank and interest-bearing certificates of deposit with an initial term of less than three months when purchased. Cash that is restricted as to withdrawal or usage is reported as restricted cash in the consolidated balance sheets and is not included as cash and cash equivalents in the consolidated statements of cash flows. Restricted cash of US$11,128,106 as of December 31, 2011 represents short-term bank deposits that are pledged as security for bills payable relating to purchase of raw materials. Upon maturity of the bills payable, which is generally within 6 months, the cash becomes available for use by the Company. The net cash flows from the pledged bank deposits, which relate to purchases of raw materials, are reported within cash flows from operating activities in the consolidated statements of cash flows. (f) Accounts Receivable Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. In establishing the required allowance, management considers historical losses, the customers’ financial condition, the amount of accounts receivables in dispute, the accounts receivables aging and the customers’ payment patterns. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. F-10 (g) Inventories Inventories are stated at the lower of cost or market. Cost is determined using the weighted average cost method. Work-in-progress and finish goods comprise direct materials, direct labor and an allocation of related manufacturing overhead based on normal operating capacity. (h) Long-lived Assets Property, plant and equipment Property, plant and equipment are initially recorded at cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. The estimated useful life of property, plant and equipment is as follows: Plant and buildings Machinery, equipment and furniture Motor vehicles Estimated Useful Life 39 years 5-10 years 5 years An appropriate allocation of depreciation expense of property, plant and equipment attributable to manufacturing activities is capitalized as part of the cost of inventory, and expensed in cost of revenues when the inventory is sold. Costs incurred in the construction of property, plant and equipment, including an allocation of interest expense incurred, are capitalized and transferred into their respective asset category when the assets are ready for their intended use, at which time depreciation commences. Ordinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value of the item disposed and proceeds realized thereon. Land Use Rights A land use right in the PRC represents an exclusive right to occupy, use and develop a piece of land during the contractual term of the land use right. Land use right is usually paid in one lump sum at the date the right is granted. The prepayment usually covers the entire duration period of the land use right. The lump sum advance payment is capitalized and recorded as land use right and then charged to expense on a straight-line basis over the period of the right, which is normally 50 years. The amortization expense of land use rights was US$25,836 and US$5,621 for the years ended December 31, 2011 and 2010, respectively, and included in general and administrative expenses. (i) Impairment of Long-Lived Assets In accordance with the provision of Financial Accounting Standards Board ("FASB”) Accounting Standard Codification ("ASC”) Subtopic 360-10, long-lived assets, such as property, plant and equipment, and land use rights, are reviewed for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of a long-lived asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount that the carrying value exceeds the estimated fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell, and are no longer depreciated. No impairment of long-lived assets was recognized for any of the years presented. (j) Derivative Financial Instruments The Company accounts for derivatives in accordance with ASC Topic 815, Derivative and Hedging, which requires entities to recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. Changes in the fair value of derivative instruments not designated for hedge accounting are recognized in earnings. (k) Revenue Recognition The Company sells its products primarily to approved distributors. Revenue is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery of the products has occurred or services have been rendered, the price is fixed or determinable and collectibility is reasonably assured. These criteria as they relate to each of the following major revenue generating activities are described below. F-11 Products sales Acceptance of delivery of the products by the distributors is evidenced by goods receipt notes signed by the distributors. The products are generally delivered to the distributors’ customers (or end users) at the time of the distributors’ acceptance. After the goods receipt notes are signed, the Company has no remaining obligations that affect the distributors’ acceptance of the products. According to the distributor sales contracts between the Company and the distributors, the risks and rewards of ownership of the products is transferred to the distributor upon the issuance of the goods receipt notes and the distributor has no rights to return the products (other than for defective products). For the years ended December 31, 2011 and 2010, there was no sales return from the customers. The selling price, which is specified in the sales contract, is fixed. Under the sales contract, upon the sale of the products to the distributors and the issuance of the good receipts notes, the Company has the legal enforceable right to receive full payment of the sales amount. The distributors’ obligation to pay the Company is not dependent on the distributors selling the products or collecting cash from their customers (or end users). The Company’s sales are net of value added tax ("VAT”) and business tax collected on behalf of tax authorities in respect of product sales. VAT and business tax collected from customers, net of VAT paid for purchases, is recorded as a liability in the balance sheet until it is paid to the tax authorities. Service revenue The Company provides technical assistance and consultation services to manufacturing companies. Revenue from technical support is recognized as the services are performed, which is evidenced by signed customer acceptance forms on a monthly basis. Service revenue is recorded, net of business tax and surcharges, which is levied on the Company's service revenues generated in the PRC at the rate of 5.6%, except for the service revenues of the Research Institute, which was exempted from business tax. (l) Cost of revenues Cost of revenues represents costs of raw materials (including purchasing and receiving costs, inspection costs), packaging materials, labor, utilities, depreciation and amortization of manufacturing facilities and warehouses, handling costs, outbound freight and inventory write-down. The depreciation and amortization of manufacturing facilities and warehouses attributable to manufacturing activities is capitalized as part of the cost of inventory, and expensed in costs of revenues when the inventory is sold. (m) Selling, general and administrative expenses Selling expenses represents primarily costs of payroll, benefits, commissions for sales representatives and advertising expenses. General and administrative expenses represents primarily payroll and benefits costs for administrative employees, rent and operating costs of office premises, depreciation and amortization, and other administrative expenses. (n) Research and Development Expense Research and development costs are expensed as incurred. (o) Government Grant Government grants are recognized when there is reasonable assurance that the Company will comply with the conditions attaching to them and the grants will be received. Government grants for the purpose of giving immediate financial support to the Company with no future related costs are recognized as other income in the Company’s consolidated statements of comprehensive income. Government grants that compensate the acquisition cost of an asset are deducted from the carrying amount of the asset and effectively recognized in profit or loss over the useful life of the asset by way of reduced depreciation expense. (p) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates or tax laws on deferred income tax assets and liabilities is recognized in the consolidated statements of comprehensive income in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company recognizes in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of interest expense, and general and administration expenses, respectively in the consolidated statements of comprehensive income. (q) Bills Payable Bills payable represent bills issued by financial institutions to the Company’s raw material suppliers. The Company’s suppliers receive payments from the financial institutions upon maturity of the bills and the Company is obliged to repay the face value of the bills to the financial institutions. F-12 (r) Employee Benefit Plans Pursuant to relevant PRC regulations, the Company is required to make contributions to various defined contribution plans organized by municipal and provincial PRC governments. The contributions are made for each PRC employee at rate of approximately 40% on a standard salary base as determined by local social security bureau. Contributions to the defined contribution plans are charged to the consolidated statements of comprehensive income when the related service is provided. For the years ended December 31, 2011 and 2010, the costs of the Company’s contributions to the defined contribution plans amounted to US$327,398 and US$186,221, respectively. The Company has no other obligation for the payment of employee benefits associated with these plans beyond the contributions described above. (s) Stock Based Compensation The Company accounts for stock-based payments under the provisions of ASC Topic 718, Compensation - Stock Compensation ("ASC Topic 718”). Under ASC Topic 718, the Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period during which the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date. (t) Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. (u) Earnings Per Share Basic earnings per share ("EPS”) is computed by dividing net income attributable to common stockholders by the weighted average number of common stock outstanding during the year using the two-class method. Under the two-class method, net income attributable to common stockholders is allocated between common stock and other participating securities based on participating rights in undistributed earnings. Nonvested shares, redeemable Series C and Series D convertible preferred stock are participating securities since the holders of these securities participate in dividends on the same basis as common stockholders. Diluted EPS is calculated by dividing net income attributable to common stockholders as adjusted for the effect of dilutive common stock equivalent, if any, by the weighted average number of common stock and dilutive common stock equivalent outstanding during the year. Potential dilutive securities are not included in the calculation of diluted earnings per share if the impact is anti- dilutive. (v) Segment reporting The Company uses the management approach in determining reportable operating segments. The management approach consider the internal reporting used by the Company’s chief operating decision maker for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments. Management has determined that the Company has one operating segment, which is the modified plastics segment. All of the Company’s operations and customers are located in the PRC. Consequently, no geographic information is presented. (w) Fair Value Measurements The Company applies ASC Topic 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis. ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the assumptions that market participants would use when pricing the asset or liability. ASC Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: · · · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. F-13 The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Except for the warrants liability and embedded derivative liability, which was measured at fair value on a recurring basis as of December 31, 2011 and 2010, the Company did not have any financial assets and liabilities or nonfinancial assets and liabilities that are measured and recognized at fair value on a recurring or nonrecurring basis as of December 31, 2011 and 2010. Management used the following methods and assumptions to estimate the fair values of financial instruments at the balance sheet dates: · · Short-term financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, amounts due from related parties, short-term bank loans, bills payable, accounts payable, amounts due to related parties, and accrued expenses and other current liabilities – carrying amounts approximate fair values because of the short maturity of these instruments. Derivative liabilities, consisting of warrants liability and the embedded derivative liability - fair values are determined using an option-pricing model which considers the following significant inputs: the Company’s stock price, risk-free interest rate and expected volatility of the Company’s stock price over the term of the derivative liabilities. (x) Comparative figures Certain comparative figures have been reclassified to conform with the current year presentation In addition, the Company revised its comprehensive income for the year ended December 31, 2010, and accumulated other comprehensive income, and retained earnings as of December 31, 2010. The effect of the revision increased comprehensive income and accumulated other comprehensive income by US$963,141, and decreased retained earnings by US$963,141 as compared to the previously reported amounts. This revision had no impact on any other line items within the consolidated financial statements as of and for the year ended December 31, 2010. Note 3 – Accounts receivable Accounts receivable relate to the following: Accounts receivable Allowance for doubtful accounts Accounts receivable, net Year ended December 31, 2010 2011 US$ US$ 29,051,536 45,345,837 (33,136) 29,018,400 (113,824) 45,232,013 As of December 31, 2011 and 2010, the accounts receivable balances also include notes receivable in the amount of US$1,987,900 and US$402,405, respectively. The movements of the allowance for doubtful accounts are as follows: Balance at the beginning of the year Additions charged to bad debt expense Reversal of bad debt allowance Write off of accounts receivable Balance at the end of the year Note 4 - Inventories Inventories consist of the following: Raw materials Work in progress Finished goods Total inventories F-14 Year ended December 31, 2010 2011 US$ US$ (33,136) (83,842) 685 2,469 (113,824) (166,095) (33,136) 166,095 - (33,136) Year ended December 31, 2010 2011 US$ US$ 10,689,420 37,645,204 935,282 164,144 13,632,381 7,144,610 25,257,083 44,953,958 Note 5 – Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following: Advance to suppliers Others Total prepaid expenses and other current assets Year ended December 31, 2010 2011 US$ US$ 31,937,098 12,522,985 1,107,502 334,238 33,044,600 12,857,223 Consistent with the common industry practice in the PRC, the Company is required to pay deposits to the suppliers that range between 50% and 90% of the amount of principal raw materials ordered. The Company makes advanced orders of raw materials based upon (1) the demand and supply situation in the raw materials market and (2) the forecasted demand of products. All advances to suppliers as of December 31, 2011 are related to the purchase of raw materials, which were subsequently received by the Company in January 2012. Note 6 - Property, plant and equipment, net Property, plant and equipment consist of the following: Machinery, equipment and furniture Motor vehicles Plant and buildings Construction in progress Total property, plant and equipment Less: accumulated depreciation Property, plant and equipment, net Year ended December 31, 2010 2011 US$ US$ 46,259,596 92,363,611 169,987 961,130 4,025,178 17,762,660 4,671,714 1,468,408 55,126,475 112,555,809 (6,088,372) (11,622,380) 49,038,103 100,933,429 Depreciation expense was US$5,117,053 and US$3,322,134 for the years ended December 31, 2011 and 2010, respectively. For the years ended December 31, 2011 and 2010, interest expense capitalized as a component of the cost of construction-in-progress was inconsequential. Note 7 – Deposits for land use rights and plant On May 9, 2011, Harbin Xinda entered into a purchase agreement with Harbin Shengtong Engineering Plastics Co. Ltd. ("Harbin Shengtong”) as amended on June 1, 2011. The legal representative of Harbin Shengtong is a former employee of Harbin Xinda. Pursuant to the purchase agreement, Harbin Xinda will purchase from Harbin Shengtong land use rights and a plant consisting of five workshops and a building (the "Project”), in exchange for a total consideration of RMB435 million (approximately US$67.3 million) in cash. Harbin Shengtong is responsible to complete the construction of the plant according to Harbin Xinda’s specifications. Once the Project is fully completed and accepted by Harbin Xinda, Harbin Shengtong shall transfer titles of the Project to Harbin Xinda. The completion of the entire Project is expected to occur in the second half of 2012. During the year ended December 31, 2011, the Company paid Harbin Shengtong a cash deposit of RMB118.9 million (equivalent to US$18.9 million). In December 2011, two workshops were completed and subsequently placed into service by the Company. Accordingly, the cost of these two workshops of approximately RMB59.5 million (equivalent to US$9.5 million) was recorded in plant and buildings as of December 31, 2011. The allocable cost of the land use right related to the two workshops of approximately RMB24.1 million (equivalent to US$3.8 million) was recorded in land use rights in the Company’s balance sheet as of December 31, 2011. The titles of the two workshops and the related land use rights are expected to be transferred to the Company once the Project is completed in the second half of 2012. F-15 Note 8 – Short-term bank loans Loans secured by property, plant and equipment and land use rights Loans secured by equipment of Harbin Xinda High-Tech Co., Ltd. ("Xinda High-Tech”), a related party Loans secured by equipment of Xinda High-Tech and guaranteed by Mr. Han Jie ("Mr. Han”), the chief executive officer and controlling stockholder of the Company and his wife Total Year ended December 31, 2010 2011 US$ US$ 13,631,593 15,570,632 - 7,573,107 15,888,400 31,459,032 - 21,204,700 As of December 31, 2011 and 2010, the Company’s short-term bank loans bear a weighted average interest rate of 6.1% and 5.5% per annum, respectively. All short-term bank loans mature and expire at various times within one year and contain no renewal terms. On January 12, 2011, the Company obtained a revolving one-year line of credit in the amount of RMB100 million (approximately US$15,888,400) from a PRC bank in Harbin. The credit facility is secured by equipment of Xinda High-Tech and guaranteed by Mr. Han and his wife. As of December 31, 2011, the Company has no unused credit facility under the line of credit. Note 9 – Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following: Payables for purchase of property, plant and equipment Dividends payable Others Total Year ended December 31, 2010 2011 US$ US$ 2,100,040 792,120 1,181,099 4,073,259 2,199,951 - 1,013,230 3,213,181 Others mainly represent accrual for professional service expenses, accrued payroll, employee benefits, accrued utility charges, non income tax payables and other accrued miscellaneous operating expenses. Note 10 – Related party transactions During the years presented, the Company entered into related party transactions with (i) Xinda High-Tech, an entity controlled by the wife of Mr. Han, the chief executive officer and controlling stockholder of the Company, and (ii) Ms. Qiuyao Piao ("Ms. Piao”), who was the former owner of XD Engineering Plastics Company Limited ("XD Engineering Plastics”), the controlling stockholder of the Company. The significant related party transactions are summarized as follows: Costs and expenses resulting from transactions with a related party: Rental expenses for plant and office spaces Financing transactions with a related party: Proceeds of interest-free loans provided by a related party Repayment of interest-free loans provided by a related party F-16 Year Ended December 31, 2011 US$ 2010 US$ 349,721 312,738 1,769,145 1,769,145 - (a) (b) (b) The balances due from and to the related parties are summarized as follows: Amounts due from a related party: Prepaid rental expenses to Xinda High-Tech Amounts due to a related party: Interest free loans provided by Ms. Piao Year Ended December 31, 2010 US$ 2011 US$ (a) (b) 78,912 75,732 - 1,769,145 (a) The Company rents a plant and office building of approximately 23,894 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of RMB 2 million (approximately US$309,487). The period of the lease is from May 1, 2009 to April 30, 2012. The Company also rents an office building of approximately 2,800 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of RMB 200,000 (approximately US$30,949). The period of the lease is from June 1, 2010 to May 31, 2013. Further, the Company rents an office building of approximately 500 square meters in Harbin, Heilongjiang province from Xinda High-Tech for an annual rental fee of RMB 60,000 (approximately US$9,285). The period of this office building lease is from January 1, 2011 to December 31, 2013. Total rental expenses paid or payable to Xinda High-Tech amounted to US$349,721 and US$312,738 in 2011 and 2010, respectively. (b) Represents U.S. dollar denominated interest free loans provided by Ms. Piao to the Company for working capital purposes in 2010. The advances were unsecured and did not have specific terms of repayment. The Company repaid US$240,426 and US$1,528,719 interest free loans on December 16, 2011 and December 19, 2011, respectively. Note 11 – Income Taxes China XD Plastics and Favor Sea (US) Inc. ("Favor Sea (US)”) (collectively referred to as the "U.S. Entities”) file separate U.S. federal income tax returns at a tax rate of 34%. No provision for U.S. federal income tax were made for the years ended December 31, 2011 and 2010 as the U.S. Entities incurred losses. Under the current laws of the British Virgin Island ("BVI”), Favor Sea Limited ("Favor Sea BVI”), a subsidiary of China XD Plastics, is not subject to tax on its income or capital gains. No provision for Hong Kong Profits Tax was made for Hong Kong Engineering Plastics Company Limited ("HK Engineering Plastics”), as it did not have any assessable profits arising in or derived from Hong Kong for any of the periods presented. The Company’s PRC subsidiaries file separate income tax returns in the PRC. Effective from January 1, 2008, the PRC statutory income tax rate is 25% according to the Corporate Income Tax ("CIT”) Law which was passed by the National People’s Congress on March 16, 2007. Under the CIT Law, entities that qualify as "Advanced and New Technology Enterprise” ("ANTE”) are entitled to a preferential income tax rate of 15%. In 2008, Harbin Xinda qualified as an ANTE, which entitled it to the preferential income tax rate of 15% from January 1, 2008 to December 31, 2010. In 2011, Harbin Xinda renewed its ANTE qualification, which entitled it to the preferential income tax rate of 15% from January 1, 2011 to December 31, 2013. The Research Institute was established by Harbin Xinda in 2007 and exempted from income tax from the date of its establishment until the date it was dissolved in December 2010. The CIT Law and its implementation rules impose a withholding income tax at 10%, unless reduced by a tax treaty or arrangement, on the amount of dividends distributed by a PRC-resident enterprise to its immediate holding company outside the PRC that are related to earnings accumulated beginning on January 1, 2008. Dividends relating to undistributed earnings generated prior to January 1, 2008 are exempt from such withholding income tax. China XD Plastics’ earnings from its PRC subsidiaries are subject to the U.S. federal income tax at 34%, less any applicable foreign tax credits. Due to its plan to indefinitely reinvest its earnings in the PRC, the Company has not provided for deferred income tax liabilities on undistributed earnings of US$145,022,068 and US$78,565,299 as of December 31, 2011 and 2010, respectively. It is not practicable to estimate the amounts of unrecognized deferred income tax liabilities thereof. F-17 The components of income (loss) before income taxes are as follows: U.S. BVI Hong Kong PRC, excluding Hong Kong Total income before income taxes Year Ended December 31, 2010 2011 US$ US$ 11,830,043 (13,358,644) (15,777) 51,688,320 50,143,942 25,894 (4,698) (477,683) 79,085,003 78,628,516 The Company’s PRC income tax expense (benefit) recognized in the consolidated statements of comprehensive income consists of the following. Income tax expense (benefit) for other jurisdictions is nil: Current income tax expense -PRC Deferred income tax expense (benefit) -PRC Total Year Ended December 31, 2010 2011 US$ US$ 18,575,060 (465,163) 18,109,897 309,468 20,997,685 21,307,153 The effective income tax rate based on income tax expense and income before income taxes reported in the consolidated statements of comprehensive income differs from the PRC statutory income tax rate of 25% due to the following: PRC statutory income tax rate Increase (decrease) in effective income tax rate resulting from: Tax rate differential on entities not subject to PRC income tax Non-deductible expenses (non-taxable income): Change in fair value of warrants liability Change in fair value of embedded derivative liability Share-based compensation Research and development bonus deduction Government grant Tax rate preferential Others Change in valuation allowance Effective income tax rate F-18 Year Ended December 31, 2010 2011 (in percentage to income before income taxes) 25% 0.2% (0.8) % (0.0) % 0.3% (1.0) % - (2.2) % 1.1% 0.4% 23.0% 25% 2.1% (4.3) % (5.9) % 7.7% (0.7) % 41.9% (23.0) % (1.2) % 0.9% 42.5% The principal components of the Company’s deferred income tax assets and deferred income tax liabilities are as follows: Deferred income tax assets: Tax loss carryforwards Total deferred income tax assets Less: valuation allowance Deferred income tax assets, net Deferred income tax liabilities: Net assets of Research Institute granted to Research Center Property, plant and equipment Total deferred income tax liabilities Net deferred income tax liabilities Classification on consolidated balance sheets: Deferred income tax liabilities – non-current December 31, 2011 US$ 2010 US$ 1,005,361 1,005,361 (1,005,361) - 715,351 715,351 (715,351) - 6,950,088 15,152,343 22,102,431 21,525,274 - 21,525,274 22,102,431 21,525,274 22,102,431 21,525,274 The Research Institute was established with a registered capital of approximately US$0.4 million in 2007. The Research Institute provided research and development services to the Company’s ultimate customers. In December 2010, for tax purposes and because the Research Institute could not meet the Company’s development needs, the Company dissolved the Research Institute and formed a new legal entity, Harbin Xinda Macromolecule Material Research Center Co., Ltd. (the "Research Center”). Based on applicable regulations promulgated by the local Civil Affairs Bureau, only the local government has the authority for the distribution of the assets of the Research Institute upon liquidation. Therefore, the Company dissolved the Research Institute by distributing the net assets of the Research Institute in the amount of US$84.0 million to the local government. The difference between the net assets in the amount of US$84.0 million and the amount of the initial registered capital of US$0.4 million represents undistributed accumulated profit generated by the Research Institute from its inception date to its liquidation date. Simultaneously, the local government granted the net assets back to the Research Center, the newly established subsidiary of Harbin Xinda in December 2010. The Research Center was established with a registered capital of approximately US$0.5 million funded by cash. A loss equal to the net assets of the Research Institute distributed to the local government was recognized in other expenses and a government grant for the receipts of the same assets back from the local government was recognized as other income in the consolidated statements of comprehensive income. Pursuant to the local tax regulations, the net assets granted to the Research Center are not taxable to the extent the Research Center spends a total of US$84.0 million in research and development expenditures in five years from the date of grant. The expenditures of US$84.0 million will not be deductible for income tax purposes. As a result, the Company recognized a deferred income tax liability in the amount of US$21.5 million in connection with the net assets granted to the Research Center. The increases in the valuation allowance for the years ended December 31, 2011 and 2010 were US$290,010 and US$437,778, respectively. As of December 31, 2011, for U.S. federal income tax purposes, the Company had tax loss carryforwards of US$2,956,944, of which US$816,390, US$1,287,583 and US$852,971 would expire by 2029, 2030 and 2031, respectively, if unused. In view of the cumulative losses for the entities concerned, full valuation allowances were provided against their deferred income tax assets as of December 31, 2011 and 2010, which in the judgment of the management, are not more likely than not to be realized. As of January 1, 2010 and for each of the years ended December 31, 2010 and 2011, the Company did not have any unrecognized tax benefits and thus no interest and penalties related to unrecognized tax benefits were recorded. In addition, the Company does not expect that the amount of unrecognized tax benefits will change significantly within the next 12 months. The tax returns of the U.S. Entities are subject to U.S. federal income tax examination by tax authorities for the years from 2009 to 2011. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of taxes is more than US$15,000. In the case of transfer pricing issues, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion. The tax returns of the Company’s PRC subsidiaries for the years from 2009 to 2011 are open to examination by the PRC tax authorities. F-19 Note 12 – Common Stock Pursuant to the amended Article of Incorporation dated March 12, 2009, the Company’s authorized share capital is 550,000,000 shares, consisting of 500,000,000 shares of common stock (US$0.0001 par value), and 50,000,000 shares of all classes of preferred stock (US$0.0001 par value). Common stock direct offering On October 4, 2010, the Company issued 3,333,334 shares of its common stock and warrants to purchase a total of 1,666,667 shares of its common stock ("Series C investor warrants”) to certain institutional investors for a total consideration of approximately US$20,000,000. The Company also issued warrants to purchase a total of 166,667 shares of its common stock ("Series C placement warrants”) and paid US$1.0 million to a third party as a placement fee. Net proceeds after total issuance cost were approximately US$18.3 million, among which US$14.6 million and US$3.7 million were allocated to common stock and Series C investor warrants, respectively. Treasury stock On April 7, 2011, the Board of Directors approved a stock repurchase program that allows the Company to repurchase up to US$10 million of its stock until May 31, 2012. On September 28, 2011, the Company purchased 21,000 shares of its common stock in the public stock market for a total consideration of US$92,694. Note 13 – Preferred Stock Series B preferred stock The Company issued 1,000,000 shares of Series B preferred stock to XD Engineering Plastics in December 2008. The Series B preferred stock is not convertible or redeemable. The holder of Series B preferred stock has 40% of the total voting power of the Company on a fully diluted basis. Holders of Series B preferred stock are not entitled to receive dividends. In the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, the holders of issued and outstanding shares of Series B preferred stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the common stockholders and any other series of preferred stock ranking junior to the Series B preferred stock with respect to liquidation, US$1.00 per share in cash. The holders of Series B preferred stock will not be entitled to any further participation in any distribution of assets by the Company. Redeemable Series C convertible preferred stock On December 1, 2009, the Company issued 15,188 shares of Series C convertible preferred stock to third party investors for a total consideration of US$15.2 million or US$1,000 per share. The Series C convertible preferred stock investors were also issued warrants to purchase 1,320,696 shares of the Company’s common stock at an exercise price of US$5.5 per share ("Series A investor warrants”) and warrants to purchase a number of the Company’s common stock subject to certain limitations, at an exercise price of US$0.0001 per share ("Series B investor warrants”). The Company also issued warrants to purchase 117,261 shares of its common stock ("Series A placement warrants”) and paid US$0.7 million to a third party as a placement fee. Total issuance cost of Series C convertible preferred stock was US$1.3 million. The significant terms of Series C convertible preferred stock are as follows: (i) Conversion The holders of Series C preferred stock have the right to convert all or any portion of their holdings into common stock at a rate of 217.4:1, subject to stock splits, combinations, dividends or distributions, reclassification, exchange or substitution, reorganization, merger, consolidation or sales of assets as defined in the Certification of Designation. As long as any stockholder beneficially owns any share of the Series C preferred stock, the Company will not, without the prior written consent of stockholders holding at least two-thirds of the Series C preferred stock, issue any shares of Series C preferred stock and any other securities. As long as Series A investor warrants, Series A placement agent warrants, or Series B warrants remain outstanding, the Company shall not issue or sell any rights, warrants or options to subscribe for or purchase common stock or directly or indirectly convertible into or exchangeable or exercisable for common stock at a conversion, exchange or exercise price which varies or may vary after issuance with the market price of the common stock, including by way of one or more reset(s) to any fixed price. (ii) Voting The holders of Series C preferred stock have voting rights separately as a class on matters affecting Series C preferred stock and certain corporate matters set forth in the Series C preferred stock Certificate of Designation, as long as any shares of Series C preferred stock remain outstanding. (iii) Dividends Each Series C preferred stock entitles the holders to a dividend of 6% of the original issuance price per annum. Dividends are payable quarterly. Series C preferred stock holders are entitled to convert any unpaid dividends into fully paid and nonassessable shares of common stock at the conversion price of US$4.6 per share. Each Series C preferred stockholder can further participate in any dividends payable on ordinary shares, on a pro rata and as-if-converted basis. The Company accrued dividends of US$120 and US$2,646,061 on Series C preferred stock during the years ended December 31, 2011 and 2010, respectively. F-20 (iv) Liquidation preference In the event of the liquidation, the holders of the Series C preferred stock then outstanding shall be entitled to receive out of the assets of the Company available for distribution to its stockholders, an amount equal to US$1,000 per share of Series C preferred stock, plus any accrued but unpaid dividends thereon, whether or not declared, together with any other dividends declared but unpaid thereon, as of the date of liquidation before any payment shall be made or any assets distributed to the holders of the common stock or any other junior stock. Thereafter, the Series C preferred stock holders shall be entitled, on a pari passu basis with the holders of the Company’s common stock and as-if-converted, to participate in the distribution of any remaining assets of the Company. If upon the occurrence of liquidation, the assets thus distributed among the holders of the Series C preferred stock shall be insufficient to permit the payment to such holders of the full Series C preferred stock amount, then the entire assets of the Company legally available for distribution shall be distributed ratably among the holders of the Series C preferred stock. (v) Redemption If any shares of Series C preferred stock remain outstanding on December 1, 2012, the Company shall redeem in cash at the original issuance price for each outstanding share of Series C preferred stock. (vi) Registration rights agreement In connection with issuance of Series C preferred stock, the Company entered into a registration rights agreement (the "RRA”) with the investors pursuant to which the Company agreed to file a registration statement (the "Registration Statement”) with the U.S. Securities and Exchange Commission (the "SEC”) to register the shares of common stock underlying the Series C preferred stock and related warrants, thirty (30) days after the closing of the financing. The Company agrees to use its best efforts to have the Registration Statement declared effective within 60 calendar days after filing, or 180 calendar days after filing in the event certain circumstances as defined in the RRA, occur and a Registration Statement is required to cover the additional securities. The Company’s registration statement filed with the SEC in connection with the issuance of Series C preferred stock was declared effective on February 19, 2010. The Company is required to keep the Registration Statement continuously effective under the Securities Act until such date of the earlier of the date when all of the securities covered by that Registration Statement have been sold or the date on which such securities may be sold without any restriction pursuant to Rule 144 (the "Financing Effectiveness Period”). The Company is obligated to pay liquidated damages of 2% of each holder’s initial investment in the issuance of Series C preferred stock, payable in cash, if the Registration Statement is not filed or declared effective within the foregoing time periods or ceases to be effective prior to the expiration of the Financing Effectiveness Period. In the event the Company fails to make payments of liquidated damages in a timely manner, such payments shall bear interest at the rate of one and one- half percent (1.5%) per month (prorated for partial months) until paid in full. The Company evaluated the contingent obligation related to the RRA liquidated damages in accordance with FASB ASC Subtopic 825-20, Registration Payment Arrangements, which requires the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, to be separately treated in accordance with FASB ASC 450, Contingencies. The Company concluded that such obligation was not probable based on the best information and facts available as of December 31, 2011. Therefore, no contingent obligation related to the RRA liquidated damages was recognized as of December 31, 2011 and 2010. In accordance with the FASB ASC Subtopic 815, the Company recognized an embedded derivative liability related to the conversion feature of the Company’s Series C preferred stock, since the economic characteristics and risks of the embedded conversion feature are not clearly and closely related to the economic characteristics and risks of the Series C preferred stock, which was considered more akin to a debt host. The embedded derivative liability was bifurcated from the host instrument and accounted for at fair value with changes in fair value recorded in earnings. During the year ended December 31, 2010, 15,186 shares of Series C preferred stock were converted into 3,301,300 shares of common stock. The Company recognized a gain of US$295 and US$8,646,351 relating to changes in the fair value of embedded derivative liability for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011 and 2010, two shares of Series C preferred stock were outstanding, respectively. Redeemable Series D convertible preferred stock On August 15, 2011, China XD Plastics entered into a securities purchase agreement (the "Securities Purchase Agreement”) with MSPEA Modified Plastics Holding Limited, a Cayman Islands company and an affiliate of Morgan Stanley Private Equity Asia III Holdings (Cayman) Ltd, a Cayman Islands limited liability company ("MSPEA”), XD Engineering Plastics and Mr. Han, pursuant to which MSPEA purchased 16,000,000 shares of the Company’s Series D convertible preferred stock with par value of US$0.0001 per share (the "Series D Preferred Stock”), for a total consideration of US$100 million or US$6.25 per share ("Series D Original Issuance Price”). On September 28, 2011, China XD Plastics issued 16,000,000 shares of Series D Preferred Stock and received total gross proceeds of US$100 million in cash. Net proceeds after issuance cost were approximately US$99.1 million. F-21 The significant terms of Series D Preferred Stock are as follows: (i) Conversion The holders of the Series D Preferred Stock have the right to convert all or any portion of their holdings into common stock at a price of US$6.25 per share from January 1, 2012 through September 28, 2014, subject to adjustments for stock splits, combinations, dividends or distributions of common stock, merger and reorganization. In addition, if the Company achieves net income as adjusted to exclude (i) all extraordinary or non-recurring gains or losses for the relevant period, (ii) all gains or losses derived from any business operation other than the principal business of the Company or otherwise derived outside the ordinary course of business of the Company for the relevant period, and (iii) all gains or losses attributable to the Series D Preferred Stock ("Actual Profit”), at least RMB360 million, RMB520 million and RMB800 million in 2011, 2012 and 2013, respectively, each outstanding Series D Preferred Stock will be converted into common stock from September 28, 2014 upon the delivery of a written notice from the Company to the holders of Series D Preferred Stock. The Company determined that there was no embedded beneficial conversion feature attributable to the Series D convertible preferred stock at the commitment date since the initial conversion price of the Series D convertible preferred stock was greater than the price of China XD Plastics’ common stock. (ii) Voting The holders of Series D Preferred Stock have the same voting rights as the common stockholders on an "if-converted” basis. In addition, if 1,600,000 shares or more (adjusted for any dilutive corporate actions) of Series D Preferred Stock remain outstanding, holders of Series D Preferred Stock have veto rights over certain material corporate actions of the Company. (iii) Dividends Each share of Series D Preferred Stock shall be entitled to dividend or other distribution simultaneously with any dividend or distribution on any shares of the Company’s common stock as if each share of Series D Preferred Stock has been converted to common stock. (iv) Liquidation preference In the event of the liquidation, dissolution or winding-up of the affairs of the Company, whether voluntary or involuntary (a "Liquidation"), the holders of Series D Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of shares of common stock by reason of their ownership thereof, but after any payment shall be made to the holders of any Series B preferred stock or Series C convertible preferred stock by reason of their ownership thereof, with respect to each share of Series D Preferred Stock, an amount equal to the greater of (i) an amount per share that would yield a total internal rate of return of 15% on the Series D Original Issuance Price, taking into account all cash dividends and/or distributions paid by the Company and received by the holder in respect of his or her share of Series D Preferred Stock (the IRR Price); and (ii) an amount per share as would have been payable had all shares of Series D Preferred Stock been converted into the Company’s common stock pursuant to a voluntary conversion or a mandatory conversion immediately prior to such Liquidation (without taking into account any limitations or restrictions on the convertibility of the shares of Series D Preferred Stock). (v) Redemption Upon the occurrence of a triggering event as defined below, the holders of the Series D Preferred Stocks have the option to redeem the Series D Preferred Stock at a price equal to the IRR Price (the "Redemption Price”), by delivery of written notice to the Company (the "Redemption Request") at least 6 months prior to the proposed date of redemption (the "Redemption Date"), provided that in no event shall the Redemption Date be prior to March 3, 2013 if any shares of Series C convertible preferred stock remain outstanding, unless otherwise consented to by holders of the Series C convertible preferred stock. A triggering event means any of the following events: (I) the occurrence of any of the following: (i) the Actual Profit for the Financial Year ending December 31, 2011 is less than RMB360 million (the "2011 Target”), (ii) the Actual Profit for the Financial Year ending December 31, 2012 is less than RMB468 million, or (iii) the Actual Profit for the Financial Year ending December 31, 2013 is less than RMB608 million (collectively the "Actual Profit Targets”); (II) any breach by any of the Company, XD Engineering Plastics and Mr. Han (the "Principal Stockholders”) of any representation, warranty, covenant or other agreement in the Securities Purchase Agreement, the Certificate of Designation, the Registration Rights Agreement, the Stockholders' Agreement, the Pledge Agreement and the Indemnification Agreements (collectively, the "Transaction Document”) that (i) in the case of a breach of a covenant or agreement that is curable, has remained uncured for 30 days after the holder of Series D Preferred Stock has given written notice of such breach to the Company’ Principal Stockholders and (ii) has had or could reasonably be expected to have a material adverse impact on (a) the business, operations, properties, financial position (including any material increase in provisions), earnings or condition of the Company, or (b) the value, marketability or liquidity of the Series D Preferred Stock taking into account any remedies already sought and received in connection with such breach; or (III) the commencement by the Company or any other member of the Company of any bankruptcy, insolvency, reorganization or of any other case or proceeding to be adjudicated a bankruptcy or insolvency, or the consent by it to the entry of a decree or order for relief in respect of the Company or any other member of the Company in an involuntary case; or the appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator other similar officials of the Company or any other member of the Company for the winding up or liquidation of its affairs. If any shares of Series D Preferred Stock remain outstanding on September 28, 2014, the holders of such shares shall require the Company to redeem each share of Series D Preferred Stock at a price equal to the IRR Price (the "Mandatory Redemption Price”). The mandatory redemption date is March 28, 2015. As of December 31, 2011, the Company concluded that it is not probable any of the triggering events has occurred or is expected to occur. As a result, it was not probable that the Series D Preferred Stock is redeemable as of December 31, 2011. Therefore no changes in the redemption value were recognized during 2011. The Company will assess the probability of whether the Series D Preferred Stock is redeemable at each reporting period end. F-22 (vi) Stockholders’ Agreement Pursuant to the Stockholders’ Agreement between MSPEA and the Principal Stockholders, if the Company shall at any time issue or sell any shares of common stock or equity securities, other than an issuance or sale in an exempted issuance, at a price per share, or in the case other equity securities exchangeable or convertible into shares of common stock, at a conversion or exercise price for a share of common stock (in each case, the "New Issue Price") that is less than the then effective conversion price of Series D Preferred Stock, the holders of Series D Preferred Stock shall have the right to purchase from the Principal Stockholders, and Principal Stockholders shall sell and transfer to the holders of Series D Preferred Stock, at par value per share, a number of shares of common stock that is equal to (i) the number of shares of common stock that the Series D Preferred Stock held by the holders of Series D Preferred Stock would have been convertible into as if the then effective conversion price is equal to the New Issue Price, minus (ii) the number of shares of common stock that the outstanding Series D Preferred Stock held by the holders of Series D Preferred Stock are convertible into under the then effective conversion price. The exempted issuance refers to (a) any issuance of common stock upon the conversion of the Series D Preferred Stock; (b) the conversion, exercise or exchange of options, warrants or convertible securities of the Company that are outstanding and have been fully disclosed to MSPEA as of September 28, 2011; (c) any issuance of shares of common stock or options to employees, officers, directors or other service providers of the Company pursuant to any stock or option plan duly approved for such purpose including the board of directors; (d) any issuance of common stock, options, warrants or convertible securities of the Company pursuant to acquisitions or other strategic transactions, in each case approved by the board of directors and (e) any issuance of adjustment shares that the Principal Stockholders shall sell and transfer to the holders of Series D Preferred Stock if the Company is unable to achieve the Actual Profit as defined below. In addition, the Principal Stockholders entered into a pledge agreement with the holders of Series D Preferred Stock to secure the payment and performance of the following obligations (collectively, the "Secured Obligations”), which are secured by the collateral under the Pledge Agreement between the holders of Series D Preferred Stock and the Principal Stockholders: (a) the full and prompt payment when due (whether at stated maturity, by redemption or acceleration or otherwise) of all debts, obligations and liabilities of Principal Stockholders owing to the holders of Series D Preferred Stock; (b) all reasonable costs and expenses incurred by the holders of Series D Preferred Stock to enforce this Agreement and maintain, preserve, collect and realize upon the collateral. The collateral refers to 16,000,000 shares of common stock, par value $0.0001, of China XD Plastics registered in the name of XD Engineering Plastic. The holders of Series D Preferred Stock have an option to purchase common stock at par value from the Principal Stockholders if the Company is unable to achieve the Actual Profit of RMB360 million, RMB520 million and RMB800 million in 2011, 2012 and 2013, respectively. The number of common stock to be purchased is based on a pre-set formulas as specified in the Stockholders' Agreement. The Stockholders' Agreement was an inducement made to facilitate the investment in the Series D Preferred Stock on behalf of the Company. Therefore, the fair value of the options issued by the Principal Stockholders to the holders of the Series D Preferred Stock was recognized as additional paid-in capital and reflected as a reduction of the proceeds allocated to the Series D Preferred Stock. As of September 28, 2011, the fair value of the options was determined to be US$1,501,000 based on the Company's common stock price on September 28, 2011, and the probability of the Company's future financial projection and the expected volatility of the Company's common stock. Note 14 – Warrants In connection with the issuance of Series C preferred stock on December 1, 2009, the Company also issued Series A warrants to purchase a total of 1,320,696 shares of common stock at an exercise price of US$5.5 per share with a five-year term, and Series B warrants to purchase a number of common stock subject to certain limitations, at an exercise price of US$0.0001 with a five-year term. The Company also issued Series A placement warrants to purchase a total of 117,261 shares of common stock at an exercise price of US$5.50 per share, with a five-year term to a third party as part of the placement fee. The exercise price of the Series A warrants was adjusted to US$4.90 per share in connection with the common stock direct offering on October 4, 2010. In connection with the common stock direct offering on October 4, 2010, the Company issued Series C investor warrants to purchase a total of 1,666,667 shares of common stock at an exercise price of US$6.00 per share. The warrants are exercisable for a period between April 8, 2011 and October 14, 2011. The Company also issued Series C placement warrants to purchase 166,667 shares of common stock at an exercise price of US$7.50 per share to a third party as part of the placement fee. The warrants are exercisable from the date of issuance to July 6, 2013. Pursuant to the agreements of the Series A investor warrants, if the Company issues its common stock for a consideration per share less than the exercise price of the Series A investor warrants, the exercise price of the Series A investor warrants shall be reduced to the lower issuance price. Also, if the Company grants any options or other securities convertible to its common stock for which the exercise or conversion price is less than the exercise price of the Series A investor warrants, the exercise price of the Series A investor warrants shall be reduced to the lowest exercise or conversion price. The holders of the Series A placement agent warrants have the same down-round protection as the holders of the Series A investor warrants. The Company’s Series A investor warrants and Series A placement warrants with down-round protection are not considered indexed to a company’s own stock under ASC Subtopic 815-40, Contracts in Entity’s Own Equity, and accordingly are accounted as derivatives,. The Company also determined that the Series C investor warrants and Series C placement warrants are derivatives because the warrants require a net cash settlement if the Company fails to cause the transfer agent to timely transmit to the warrant holders a certificate or certificates representing the shares of common stock upon exercise. F-23 Accordingly, the Company accounted for these warrants at fair value with changes in fair value recorded in earnings at each reporting period. The following is a summary of the outstanding and exercisable warrant balance: As of December 31, 2011: Issuance Date Exercise Price Number of Warrants Outstanding Series A investor warrants Series A placement agent warrants Series C placement agent warrants 4.9 5.5 7.5 1,320,696 117,261 166,667 1,604,624 Remaining Contractual Life Years 2.92 2.92 1.52 As of December 31, 2010: Issuance Date Exercise Price Number of Warrants Outstanding Series A investor warrants Series A placement agent warrants Series C investor warrants Series C placement agent warrants 4.9 5.5 6.0 7.5 1,320,696 117,261 1,666,667 166,667 3,271,291 Remaining Contractual Life Years 3.92 3.92 0.79 2.52 The fair values of these warrants were calculated using the Black-Scholes option-pricing model with the following assumptions: As of December 31, 2011: Volatility Expected dividends yield Fair value of underlying common stock (per share) Risk-free interest rate (per annum) As of December 31, 2010: Series A investor warrants Series A placement agent warrants Series C placement agent warrants 72.0% 0% 5.34 0.37% 72.0% 0% 5.34 0.37% 55.4% 0% 5.34 0.20% Series A investor warrants Series A placement agent warrants Series C investor warrants Series C placement agent warrants Volatility Expected dividends yield Fair value of underlying common stock (per share) Risk-free interest rate (per annum) 69.2% 0% 5.43 1.47% 69.2% 0% 5.43 1.47% 47.2% 0% 5.43 0.29% 78.0% 0% 5.43 0.78% The total number of shares of common stock to be purchased under the Series B warrants was nil at the date of the issuance. The total number of shares of common stock to be purchased under the Series B warrants was nil on the reset dates of March 5, 2010 and June 10, 2010, respectively, based on the market price of common stock during the period between February 26, 2010 and March 4, 2010 and the period between June 3, 2010 and June 9, 2010. The Series B warrants expired on June 10, 2010. F-24 The changes in the fair value of warrants during the years presented is as follow: As of January 1, 2010 Fair value at issuance date Change in fair value As of December 31, 2010 Change in fair value As of December 31, 2011 Series A investor warrants US$ Series A placement agent warrants US$ Series C investor warrants US$ Series C placement agent warrants US$ 7,248,903 - (3,333,770) 3,915,133 (477,234) 3,437,899 643,610 - (313,973) 329,637 (43,910) 285,727 - 3,664,722 (2,536,954) 1,127,768 (1,127,768) - - 506,320 (159,728) 346,592 (207,291) 139,301 Total US$ 7,892,513 4,171,042 (6,344,425) 5,719,130 (1,856,203) 3,862,927 On October 14, 2011, all of 1,666,667 Series C investor warrants expired. Note 15 – Stock based compensation Incentive option granted to Mr. Han Pursuant to an incentive option agreement dated May 16, 2008, Ms. Piao granted options to Mr. Han to purchase 100% shares of common stock of XD Engineering Plastics at a nominal price if certain performance targets are met as follows: · 25% of the total outstanding shares of XD Engineering Plastics if the Company’s consolidated revenue during the first three quarters of 2008 exceeds US$40,000,000; · 14% of the total outstanding shares of XD Engineering Plastics if the Company’s consolidated revenue during the first three quarters of 2009 exceeds $70,000,000. · 61% of the total outstanding shares of XD Engineering Plastics if the Company’s revenue during the first three quarters of 2010 exceeds $110,000,000. Ms. Piao was previously the sole shareholder of XD Engineering Plastics, the controlling stockholder of the Company. The Company recognized nil and US$13,355,832 of compensation expense in general and administrative expenses relating to options granted to Mr. Han for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011, total unrecognized compensation cost related to options granted to Mr. Han was nil. Stock options issued to employees, directors and consultants On May 26, 2009, the Board of Directors approved the adoption of the 2009 Stock Incentive Plan (the "2009 Plan”), which provides for the granting of stock options and other stock-based awards to key employees, directors and consultants of the Company. The aggregate number of common stock which may be issued under the 2009 Plan may not exceed 7,800,000 shares. Nonvested shares On August 7, 2010, the Company’s Board of Directors approved the grant of 99,856 nonvested shares to four independent directors, two directors and certain executive officers and employees. 19,856 shares vest on February 7, 2011 and 80,000 shares vest on the third anniversary of the date of grant. On October 24, 2011, the Company’s Board of Directors approved the grant of 26,405 nonvested shares to four independent directors, all of which vest on April 24, 2012. F-25 A summary of the nonvested shares activity for the years ended December 31, 2011 and 2010 is as follows: Outstanding as of December 31, 2009 Granted Vested Forfeited Outstanding as of December 31, 2010 Granted Vested Forfeited Outstanding as of December 31, 2011 Expected to vest as of December 31, 2011 Number of Nonvested Shares Weighted Average Grant date Fair Value US$ 942,024 99,856 (942,024) - 99,856 26,405 (19,856) - 106,405 106,405 3.06 6.57 3.06 - 6.57 4.38 6.57 - 6.03 6.03 The total fair value of shares vested during the years ended December 31, 2011 and 2010 was US$135,219 and US$6,200,338 respectively. The Company recognized US$317,021 and US$1,365,469 of compensation expense in general and administrative expenses relating to nonvested shares for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011, there was US$280,320 of total unrecognized compensation cost relating to nonvested shares, which is to be recognized over a weighted average period of 1.6 years. Stock options On August 7, 2010, the Company’s Board of Directors approved the grant of stock options to purchase 445,500 shares of the Company’s common stock to two directors and certain executive officers and employees at an exercise price of US$8.01. The options vest over a three-year period beginning on each anniversary of the date of grant. One- third of the options will expire on August 7, 2011, 2012 and 2013, respectively. A summary of stock options activity for the years ended December 31, 2011 and 2010 is as follows: Number of Options Weighted- Average Exercise Price US$ Weighted Average remaining contractual term Years Aggregate Intrinsic Value US$ Outstanding as of December 31, 2009 Granted Outstanding as of December 31, 2010 Expired Outstanding as of December 31, 2011 Vested and expected to vest as of December 31, 2011 Exercisable as of December 31, 2011 - 445,500 445,500 (148,500) 297,000 297,000 - - 8.01 8.01 8.01 8.01 8.01 - 8.61 8.61 - - The aggregate option fair value of US$996,899 on the date of grant was determined based on the Black-Scholes option pricing model, using the following assumptions: for each one third of options, expected term of 1, 2 and 3 years, respectively; expected volatility at 64.4%, 83.9% and 75.8%, respectively; risk free interest rate at 0.29%, 0.51% and 0.73%, respectively; and expected dividends yield at 0%. The expected volatility was based on implied volatilities from traded options, peer companies volatilities and historical volatility of the Company’s common stock. The Company recognized US$332,244 and US$132,898 of compensation expense in general and administrative expenses relating to stock options for the years ended December 31, 2011 and 2010, respectively. As of December 31, 2011, there was US$531,757 of total unrecognized compensation cost relating to stock options, which is to be recognized over a weighted average period of 1.6 years. F-26 Note 16 - Earnings per share Basic and diluted earnings per share are calculated as follows: Numerator: Net income Less: Dividends to Series C convertible preferred stockholders Net income available to common stockholders Less: Earnings allocated to participating Series C convertible preferred stock Earnings allocated to participating Series D convertible preferred stock Earnings allocated to participating nonvested shares Net income for basic earnings per share Changes in fair value of derivative liabilities - Series A investor warrants Changes in fair value of derivative liabilities - Series A placement agent warrants Net income for diluted earnings per share Denominator: Denominator for basic earnings per share: Weighted average number of common stock outstanding Contract to be settled in common stock Series A investor warrants Series A placement agent warrants Denominator for diluted earnings per share Earnings per share: Basic Diluted Year Ended December 31, 2010 2011 US$ US$ 60,518,619 (120) 60,518,499 (511) (4,890,592) (101,901) 55,525,495 (477,234) - 55,048,261 47,280,468 - 5,907 - 47,286,375 1.17 1.16 28,836,789 (2,646,061) 26,190,728 (436,860) - (250,049) 25,503,819 (3,333,770) (313,973) 21,856,076 43,822,914 172,200 318,979 17,431 44,331,524 0.58 0.49 The following table summarizes potentially dilutive securities excluded from the calculation of diluted earnings per share for the years ended December 31, 2011 and 2010, because their effects are anti-dilutive: Shares issuable upon conversion of Series C convertible preferred stocks Shares issuable upon conversion of Series D convertible preferred stocks Shares issuable upon exercise of Series A placement agent warrant Shares issuable upon exercise of Series C investor warrant Shares issuable upon exercise of Series C placement agent warrant Shares issuable upon exercise of stock options Note 17 - Statutory reserves For the year ended December 31, 2011 2010 435 16,000,000 117,261 - 166,667 297,000 435 - - 1,666,667 166,667 445,500 Under PRC rules and regulations, all subsidiaries of China XD Plastics in the PRC are required to appropriate 10% of their net income, as determined in accordance with PRC accounting rules and regulations, to a statutory surplus reserve until the reserve balance reaches 50% of their registered capital. The appropriation to this statutory surplus reserve must be made before distribution of dividends to China XD Plastics can be made. The statutory reserve is non-distributable, other than during liquidation, and can be used to fund previous years losses, if any, and may be converted into share capital by issuing new shares to existing shareholders in proportion to their share holding or by increasing the par value of the shares currently outstanding, provided that the remaining balance of the statutory reserve after such issue is not less than 25% of the registered capital. For the years ended December 31, 2011 and 2010, China XD Plastics’ subsidiaries in the PRC made appropriations to the reserve fund of RMB10,124,924 (equivalent to US$1,608,688) and RMB5,382,578 (equivalent to US$855,206), respectively. As of December 31, 2011 and 2010, the accumulated balance of the statutory surplus reserve was RMB20,861,711 (equivalent to US$3,314,592) and RMB10,736,787 (equivalent to US$1,705,904), respectively. F-27 Note 18 - Commitments and contingencies (1) Lease commitments Future minimum lease payments under non-cancellable operating leases agreements as of December 31, 2011 were as follows. The Company’s leases do not contain any contingent rent payments terms. Years ending December 31, 2012 2013 2014 2015 2016 and thereafter US$ 133,675 38,964 - - - Rental expenses incurred for operating leases of plant and equipment and office spaces were US$412,176 and US$400,599 in 2011 and 2010, respectively. There are no step rent provisions, escalation clauses, capital improvement funding requirements, other lease concessions or contingent rent in the lease agreements. The Company has no legal or contractual asset retirement obligations at the end of leases. (2) Plant construction As discussed in note 7, pursuant to the agreement with Harbin Shengtong, the Company has a commitment of RMB316,937,900 (equivalent to US$50,356,361) as of December 31, 2011, for the acquisition of the Project upon completion. (3) Warehouse construction Pursuant to the agreement with Oriental International Construction Engineering Company Limited, the Company has a commitment of RMB4,932,698 (equivalent to US$783,727) as of December 31, 2011, for the construction of a warehouse. (4) Equipment acquisition As of December 31, 2011, the Company has a commitment of RMB2,195,422 (equivalent to US$348,817) for the acquisition of equipment. F-28 Note 19 – Revenues Revenues consist of the following: Product sales PP PA Alloy plastics Engineering plastics ABS Environment friendly plastics Service revenue Total Year Ended December 31, 2010 2011 US$ US$ 184,978,295 26,255,251 28,347,364 70,910,185 20,307,168 32,570,797 18,255,507 381,624,567 137,262,715 15,890,369 12,654,412 40,548,718 14,590,981 10,806,284 18,069,455 249,822,934 F-29  Exhibit 10.7 Name of Director: Zhai Linyuan 董事姓名： 翟林 远远 董事姓名： 翟林 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. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang, Province, China 150060 (hereinafter referred to as the "Company”), and Zhai Linyuan, having an address at Shanghailvdicheng, Changchun City (hereinafter referred to as the "Director”), to provide the terms under which the Director shall perform his functions as an elected independent member of the Board of Directors of the Company during his respective terms. 此服务协议（以下简称"协议”）于2010年11月14日（以下称"生效日”）签署。协议双方为：中国XD塑料有限公司，主要办公地美国纽约州纽约市百老汇大街11号1004室, 其 全资外资子公司主要办公地点在中国黑龙江省哈尔滨开发区哈平路集中区大连北路9号。邮编150060。和___翟林远____, 地址为___长春市上海绿地城____（以下简 称"董事”）。双方就该董事将会在其相应服务期限内履行其职责，作为公司董事会经选举的独立董事成员，拟定下述条款。 WHEREAS, the Company’s business consists of the development, manufacturing, and distribution of modified plastics, primarily for use in automotive applications thereto (the "Business”) and the Company is a public company subject to the securities laws and rules and other applicable laws and rules of the United States. 鉴于，公司的主营业务为汽车专用改性塑料的开发、生产和销售（简称"业务”）。而且公司是一个上市公司，遵守证券法律和法规以及其他适用的美国法律和法 规。 WHEREAS, the Company recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the terms and conditions set forth herein; and 鉴于，公司认可该董事特有的资历及其贡献，并且公司依照此处的条款和条件愿意获得该董事提供的本协议涵盖的服务内容；并且 WHEREAS, the Independent Director is prepared to commit to such services in return for specific arrangements, compensation and other benefits on the terms and conditions set forth herein. 鉴于，该独立董事对于依照此处的条款和条件，可以提供服务并换取特定的安排、薪酬和其他利益。 NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director do hereby agree as follows: 因此，考虑到先前所述的前提和在此共同的约定和认同，公司和该董事特此立约如下： 1. DUTIES OF THE INDEPENDENT DIRECTOR: 1. 独立董事的 独立董事的 职责职责 1.1 The Director shall carry out his duty as an independent director to the Company and shall make himself available to perform such functions in keeping with all the applicable laws, rules, and regulations of the United States of America, including, not limited to, the applicable securities laws and the laws of the State of Nevada and the laws and regulations of PRC. 1.1该董事应当履行作为公司的独立董事的职责，并且应使其自身能够履行该职责。遵守所有美国适用的法律、法规和条例，包括但不限于，适用的证券法和内华达州的 法律、以及适用的中国法律和法规。 1.2 The Director hereby agrees faithfully to render the service expected of an independent director and to promote the interests of the Company to the best of his ability and keep his duty of care, confidentiality and loyalty, among other duties. The Director further agrees to devote the necessary time, attention, skill, and best efforts to the performance of his duties under this agreement. The Director shall not self-deal or do anything harmful to the interest of the Company or its shareholders and shall not engage in any insider trading or similar activities. 1 . 2 该董事特此同意提供独立董事的服务。发挥其最大能力并且恪守尽职、保密和忠诚等其它义务来提高公司的利益。该董事依照此协议进一步同意，将投入必要的时 间、精力、技能和尽最大努力来履行其职责。 该董事将不会进行任何违规的个人交易或者做任何有损于公司或其股东利益的事。并且不会参与任何内部交易或类似活 动。 1.3 The Director shall maintain his standing and capacity as an "independent director” under the rules of the Securities and Exchange Commission and the rules and regulations of relevant stock exchanges, and shall not engage in any employment or service with the Company or otherwise that may impair such standing. 1.3该董事将会在证监会的法规下和相关股票交易所的法规和条例下保持其身份和能力作一个"独立董事”。并且不会介入有损于该身份的任何雇佣和服务。 1.4 The Director shall serve on the nominating committee, the audit committee and the compensation committee in his capacity as an independent director. 1.4 该董事将会以独立董事的身份服务于审计/薪酬/提名委员会。 2. COMPENSATION AND EXPENSES 2. 薪酬和薪酬和 费费 用用 During his term as a Director until the end of his function as a Director: 在其作为董事和履行其董事职责结束的期间： 2.1 The Company agrees to pay RMB￥￥ 5,000 per month (RMB￥￥ 60,000 annual) provided the cash component of the compensation and to issue to the Director, for services as such and for services as the chairperson of the _____Nominating_____ committee, an annual retainer ("the Retainer”) consisting of RMB￥￥ 50,000 restricted Shares of common stock ("the Stock”) immediately after a stock/option plan registration is effective and available for stock issuance. The Shares included in the annual Retainer shall be valued at the average closing price for the ten trading days prior to the Effective Date of this Agreement, and prior to each anniversary of the Effective Date. The Stock shall vest after six months of each year subject to the Director continued directorship with the Company on each vesting date and the applicable grant agreement and the terms of this Agreement. The Stock shall be granted under the Company’s 2009 Equity Incentive Plan to be file as soon as practicable. 2.1 公司同意支付董事人民币每月5,000元人民币（一年为60,000元人民币）的现金薪酬。并且在股票/期权计划注册生效时和可发行股票时立即给该董事每年发行价值 为50,000元人民币的限制性股票 (简称"股票”)，作为其服务于___ 提名___委员会主席的年聘用费（简称"聘用费”）。包括在年聘用费当中的股票应当按此协议生效前 的10个交易日的平均收盘价计算价值，并且在协议生效日的每一年后再度计算股数。股票限制期为一年，条件是董事在限制期日仍然是公司的董事，并且受期权授予协 议和本协议的限制。 2.2 The Company shall promptly pay or reimburse the Director for all reasonable expenses actually and properly (in accordance with the Company’s policy) incurred or paid by him in connection with the performance of his services under the Agreement (including, without limitation, travel expenses) upon presentation of expense statements or vouchers or such other supporting documentation in such form and containing such information as the Company may from time to time require. Any expense above RMB￥￥ 500 shall be pre-approved by the Company. 2.2 在提供费用发票或者其他证明费用发生的支持文件的形式，公司应及时偿付该董事所有因董事履行本协议中的服务所产生和已支付、实际和合理（依照公司的规 定）的费用（包括但不限于，交通费）。公司有权随时要求费用凭证。任何高于500元人民币的开支应事先由公司批准。 2.3The Company shall have appropriate Director and Officer Insurance coverage in place prior to the signing of this Agreement. 2.2 在签署此协议前公司应具有董事和高管保险。 3. INDEMNIFICATION 3. 补偿补偿 The Company shall indemnify the Director to the full extent permitted by the General Corporation Law of the State of Nevada. 公司应根据通常的内华达州公司法的许可内容充分的补偿该董事。 4. MISCELLANEOUS 4． 其他． 其他 4.1This Agreement expresses the entire understanding and agreement of the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating in any way to the subject matter of this Agreement. This Agreement cannot be modified, amended, or supplemented except by a written instrument or instruments executed by each of the parties hereto. 4.1此协议表述了双方的全部理解和认同，并且取代任何或所有的先前的理解和认同，不论是书面的还是口述的，凡是涉及到此协议主题的。此协议不可被修改、修正或 者补充，除非有双方对此进行书面签署。 4.2 This Agreement shall have a term during the period director serves as an director of the Company until such time that he is removed by the board of directors by a majority vote or not elected by the next shareholder meeting, whichever comes earlier. 4.2在该董事作为公司的一名董事直到他被董事会投票免去职务或者在下一次股东大会选举中未被选中，两者取最先发生，期间的这段时间为此协议期限。 4.3This Agreement shall be governed by and construed under the laws of the State of Nevada. If any provision of this Agreement shall be invalid or unenforceable, this Agreement shall be deemed amended but only to the extent required to make it valid and enforceable, and this Agreement as thereby amended shall remain in full force and effect. 4.3此协议受内华达州法律管辖和解释。如果此协议中的任何条款无效或不能被执行，此协议将被视为被修正，但修正只限于保证此协议仍然依法有效和可执行。此协 议由此被修正后将会保留全部效力。 4.4Arbitration is the only and exclusive remedy to the parties for any dispute arising from this agreement. The Parties hereby expressly waive the right to any jury or non- jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration tribunal under the auspices of the American Association in the City of New York with such tribunal composed of three arbitrators of which one is selected by each party and the third one selected by the two arbitrators already selected respectively by the parties. 4.4仲裁是解决在此协议下双方产生任何纠纷的唯一方式。双方在此明确表示放弃任何有陪审团或无陪审团的审判。且在此明确表示服从在纽约市的美国联合会主持的 仲裁法庭的专属管辖权。该法庭由三个仲裁人组成。双方各选一个仲裁人，再由选出的这两个仲裁人选出第三个仲裁人。 4.5The award of the tribunal shall be exclusive, binding, final and enforceable against the parties. In any arbitration arising out of this Agreement, the prevailing party shall be entitled to request, and receive an amount as and for the reasonable counsel fees and expenses incurred by the prevailing party in connection with such action, proceeding, or arbitration. 4.5由仲裁法庭给双方出具的仲裁裁决书应当是唯一的、有约束力的、最终的和强制执行的。由此协议引发的任何仲裁，胜诉一方有权利要求和获得因诉讼、诉讼程序或 仲裁所引发的合理的律师费和开支。 IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the day and year first above written. 以资证明，公司和该董事已经在协议开头所示日期签署此份协议。 Signed: 签名 ______________________ Name in Print: Lawrence Leighton 翟林远 Title: Independent Director & Chairman of the Nominating Committee 独立董事和提名委员会主席 Date: 日期：_________________ Signed: 签名 _____________________ Name in Print: Jie Han 韩 杰 Title: Chairman, CEO 董事会主席，CEO Date: 日期：_________________ Exhibit 10.8 Name of Director: Lawrence Leighton 董事姓名： 劳伦劳伦 斯斯 ·雷雷 顿顿 董事姓名： SERVICE AGREEMENT 服服 务务 协协 议议 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. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang, Province, China 150060 (hereinafter referred to as the "Company”), and Lawrence Leighton, having an address at [ ] (hereinafter referred to as the "Director”), to provide the terms under which the Director shall perform his functions as an elected independent member of the Board of Directors of the Company during his respective terms. 此服务协议（以下简称"协议”）于2010年11月14日（以下称"生效日”）签署。协议双方为：中国XD塑料有限公司，主要办公地美国纽约州纽约市百老汇大街11号1004室, 其 全资外资子公司主要办公地在中国黑龙江省哈尔滨开发区哈平路集中区大连北路9号，邮编150060。和劳伦斯·雷顿, 地址为________________________（以下简称"董 事”）。双方就该董事将会在其相应服务期限内履行其职责，作为公司董事会经选举的独立董事成员，拟定下述条款。 WHEREAS, the Company’s business consists of the development, manufacturing, and distribution of modified plastics, primarily for use in automotive applications thereto (the "Business”) and the Company is a public company subject to the securities laws and rules and other applicable laws and rules of the United States. 鉴于，公司的主营业务为汽车专用改性塑料的开发、生产和销售（简称"业务”）。而且公司是一个上市公司，遵守证券法律和法规以及其他适用的美国法律和法规。 WHEREAS, the Company recognizes the unique qualifications and contributions of the Director and desires to secure the services of the Director on the terms and conditions set forth herein; and 鉴于，公司认可该董事特有的资历及其贡献，并且公司依照此处的条款和条件愿意获得该董事提供的本协议涵盖的服务内容；并且 WHEREAS, the Independent Director is prepared to commit to such services in return for specific arrangements, compensation and other benefits on the terms and conditions set forth herein. 鉴于，该独立董事对于依照此处的条款和条件，可以提供服务并换取特定的安排、薪酬和其他利益。。 NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, the Company and the Director do hereby agree as follows: 因此，考虑到先前所述的前提和在此共同的约定和认同，公司和该董事特此立约如下： 1. DUTIES OF THE INDEPENDENT DIRECTOR: 1. 独立董事的 独立董事的 职责职责 ：： 1.1The Director shall carry out his duty as an independent director to the Company and shall make himself available to perform such functions in keeping with all the applicable laws, rules, and regulations of the United States of America, including, not limited to, the applicable securities laws and the laws of the State of Nevada. 1.1该董事应当履行作为公司的独立董事的职责，并且应使其自身能够履行该职责。遵守所有美国适用的法律、法规和条例，包括但不限于，适用的证券法和内华达州 的法律。 1.2The Director hereby agrees faithfully to render the service expected of an independent director and to promote the interests of the Company to the best of his ability and keep his duty of care, confidentiality and loyalty, among other duties. The Director further agrees to devote the necessary time, attention, skill, and best efforts to the performance of his duties under this agreement. The Director shall not self-deal or do anything harmful to the interest of the Company or its shareholders and shall not engage in any insider trading or similar activities. 1.2该董事特此同意提供独立董事的服务。发挥其最大能力并且恪守尽职、保密和忠诚等其它义务来提高公司的利益。该董事依照此协议进一步同意，将投入必要的时 间、精力、技能和尽最大努力来履行其职责。 该董事将不会进行任何违规的个人交易或者做任何有损于公司或其股东利益的事。并且不会参与任何内部交易或类似活 动。 1.3The Director shall maintain his standing and capacity as an "independent director” under the rules of the Securities and Exchange Commission and the rules and regulations of relevant stock exchanges, and shall not engage in any employment or service with the Company or otherwise that may impair such standing. 1.3该董事将会在证监会的法规下和相关股票交易所的法规和条例下保持其身份和能力作一个"独立董事”。并且不会介入有损于该身份的任何雇佣和服务。 1.4The Director shall serve on the audit committee and the compensation committee in his capacity as an independent director. 该董事将会以独立董事的身份服务于审计委员会和薪酬委员会（根据独董的最终定位更改独董服务的委员会）。 2. COMPENSATION AND EXPENSES 2. 薪酬和薪酬和 费费 用用 During his term as a Director until the end of his function as a Director: 在其作为董事和履行其董事职责结束的期间： 2.1The Company agrees to pay $5,000 per month ($60,000 annual) provided the cash component of the compensation and to issue to the Director, for services as such and for services as the chairperson of the _____Audit_____ committee, an annual retainer ("the Retainer”) consisting of $50,000 restricted Shares of common stock ("the Stock”) immediately after a stock/option plan registration is effective and available for stock issuance. The Shares included in the annual Retainer shall be valued at the average closing price for the ten trading days prior to the Effective Date of this Agreement, and prior to each anniversary of the Effective Date. The Stock shall vest after six months of each year subject to the Director continued directorship with the Company on each vesting date and the applicable grant agreement and the terms of this Agreement. The Stock shall be granted under the Company’s 2009 Equity Incentive Plan to be file as soon as practicable. 2.1 公司同意支付董事每月5,000美元（一年为60,000美元）的现金薪酬。并且在股票/期权计划注册生效时和可发行股票时立即给该董事发行价值为50,000美元的限制性股 票 (简称"股票”)，作为其服务于____审计____委员会主席的年聘用费（简称"聘用费”）。包括在年聘用费当中的股票应当按此协议生效前的10个交易日的平均收盘价计 算价值，并且在协议生效日的每一年后再度计算股数。股票限制期为发半年，条件是董事在限制期日仍然是公司的董事，并且受期权授予协议和本协议的限制。 2.2The Company shall promptly pay or reimburse the Director for all reasonable expenses actually and properly (in accordance with the Company’s policy) incurred or paid by him in connection with the performance of his services under the Agreement (including, without limitation, travel expenses) upon presentation of expense statements or vouchers or such other supporting documentation in such form and containing such information as the Company may from time to time require. Any expense above $500 shall be pre-approved by the Company. 2 . 2 在提供费用发票或者其他证明费用发生的支持文件的形式，公司应及时偿付该董事所有因董事履行本协议中的服务所产生和已支付、实际和合理（依照公司的规 定）的费用（包括但不限于，交通费）。公司有权随时要求费用凭证。任何高于500美元的开支应事先由公司批准。 2.3The Company shall have appropriate Director and Officer Insurance coverage in place prior to the signing of this Agreement. 2.3在签署此协议前公司应具有董事和高管保险。 3. INDEMNIFICATION 3. 补偿补偿 The Company shall indemnify the Director to the full extent permitted by the General Corporation Law of the State of Nevada. 公司应根据通常的内华达州公司法的许可内容充分的补偿该董事。 4. MISCELLANEOUS 4． 其他． 其他 4.1This Agreement expresses the entire understanding and agreement of the parties and supersedes any and all prior agreements and understandings, whether written or oral, relating in any way to the subject matter of this Agreement. This Agreement cannot be modified, amended, or supplemented except by a written instrument or instruments executed by each of the parties hereto. 4.1此协议表述了双方的全部理解和认同，并且取代任何或所有的先前的理解和认同，不论是书面的还是口述的，凡是涉及到此协议主题的。此协议不可被修改、修正或 者补充，除非有双方对此进行书面签署。 4.2This Agreement shall have a term during the period director serves as an director of the Company until such time that he is removed by the board of directors by a majority vote or not elected by the next shareholder meeting, whichever comes earlier. 4.2在该董事作为公司的一名董事直到他被董事会投票免去职务或者在下一次股东大会选举中未被选中，两者取最先发生，期间的这段时间为此协议期限。 4.3This Agreement shall be governed by and construed under the laws of the State of Nevada. If any provision of this Agreement shall be invalid or unenforceable, this Agreement shall be deemed amended but only to the extent required to make it valid and enforceable, and this Agreement as thereby amended shall remain in full force and effect. 4.3此协议受内华达州法律管辖和解释。如果此协议中的任何条款无效或不能被执行，此协议将被视为被修正，但修正只限于保证此协议仍然依法有效和可执行。此协 议由此被修正后将会保留全部效力。 4.4Arbitration is the only and exclusive remedy to the parties for any dispute arising from this agreement. The Parties hereby expressly waive the right to any jury or non- jury trial and hereby expressly submit to the exclusive jurisdiction of an arbitration tribunal under the auspices of the American Association in the City of New York with such tribunal composed of three arbitrators of which one is selected by each party and the third one selected by the two arbitrators already selected respectively by the parties. 4.4仲裁是解决在此协议下双方产生任何纠纷的唯一方式。双方在此明确表示放弃任何有陪审团或无陪审团的审判。且在此明确表示服从在纽约市的美国联合会主持的 仲裁法庭的专属管辖权。该法庭由三个仲裁人组成。双方各选一个仲裁人，再由选出的这两个仲裁人选出第三个仲裁人。 4.5The award of the tribunal shall be exclusive, binding, final and enforceable against the parties. In any arbitration arising out of this Agreement, the prevailing party shall be entitled to request, and receive an amount as and for the reasonable counsel fees and expenses incurred by the prevailing party in connection with such action, proceeding, or arbitration. 4.5由仲裁法庭给双方出具的仲裁裁决书应当是唯一的、有约束力的、最终的和强制执行的。由此协议引发的任何仲裁，胜诉一方有权利要求和获得因诉讼、诉讼程序或 仲裁所引发的合理的律师费和开支。 IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the day and year first above written. 以资证明，公司和该董事已经在协议开头所示日期签署此份协议。 Signed: 签签 名名 ______________________ Name in Print: Lawrence Leighton Title: Independent Director & Chairman of the Audit Committee Date: 印刷体姓名： 劳伦劳伦 斯斯 . 雷雷 顿顿 印刷体姓名： 头衔头衔 ： 独立董事和 日期：日期： ： 独立董事和 审计审计 委委 员员 会主席会主席 Signed: 签签 名名 _____________________ Name in Print: Jie Han Title: Chairman, CEO Date: 印刷体姓名： 印刷体姓名： 韩韩 杰杰 头衔头衔 ： 董事会主席 日期：日期： ： 董事会主席 , CEO Exhibit 10.9 中国鑫达塑料有限公司 中国鑫达塑料有限公司 China XD Plastics Company Limited 股票股票 奖奖 励授予励授予 补补 充充 规规 定定 Stock Award Grant Supplemental Provisions 2011年年 8月月 August 2011 编编 制部制部 门门 ：： 总经总经 理理 办办 公室公室 签签 批：批： Compiling Department: General Manager Office Signature: 一、一、 目的目的 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、 股票二、 股票 奖奖 励授予原 II Stock Award Grant provisions 励授予原 则则 1、本规定依据《集团公司规划》，对授予期为2011年至2015年的股票奖励授予进行补充规定，2014年后的股票奖励另行规定； According to "Group Company Plan”, it will make supplemental provisions for the stock with grant period from 2011 to 2015, and make separate provisions for the stock after 2014; 2、股票奖励授予的基础是上年度100%完成集团公司年度总体经营目标； The basis of stock grant is 100% achievement Group Company’s operation objective; 3、集团公司每年根据上年总体经营目标完成情况，进行股票奖励授予； Group Company’s grant stock according to last year’s actual performance of general operation objective annually; 4、奖励授予员工的股票锁定期为3年，授予接受股票奖励后自愿在集团公司及子公司继续服务3年以上的员工； Lockup term of stock award granted to the employees is 3 years, and the stock is granted to the employees who are voluntary to continue to work in Group Company and subsidiaries for more than 3 years; 5、授予独立董事、销售顾问、专家技术顾问的股票锁定期为半年； Lockup term of the stock granted to the independent directors, sales consultants, specialists and technical advisors is half a year; 6、集团公司每年的股票奖励授予日为8月7日。授予上年度1月1日至12月31日经营期间的股票奖励，特殊情况可由集团公司总经理办公会决定，薪酬委员会批准后 变更授予时间； Stock award grant date of Group Company is August 7th. It is granted stock award from last year’s January 1st to December 31st, and exceptional case will be decided by Group Company’s general manager office, and grant date will be changed after compensation committee’s approval; 7、员工的股票奖励授予后，在未解锁前，股票的所有权及收益权归属公司； After the employees’ stock award grant and before lockup term, the stock’s ownership and earning right are belonged to the company; 8、员工的奖励授予股票锁定期结束后，被授予人申请解锁，办理相关手续后，股票的所有权及收益权归属被授予人，被授予人可自由交易，收益归己、税费自理； After lockup term of the employees’ stock award, franchisee applies for removing the restrict legend and conducts related procedures, then stock’s ownership and earning right are belonged to the franchisee. Franchisee can trade freely, enjoy earning and bear expenses of taxation by himself; 9、员工的股票奖励授予后，因个人保管不善，造成限制性股票证遗失、损坏的，由此发生的一切损失及费用由个人承担。 After the employees’ stock award, the employees will bear all loss by themselves if they lose or damage restricted stock certificate because of personal reason. 三、三、 股票股票 奖奖 励授予范 励授予范 围围 Ⅲ Stock Award Grant Scope 1、经集团公司及子公司正式任命的主管级（含主管）以上的正式员工，代理任命与兼职任命的员工，不享受股票奖励； Formal employees appointed by Group Company and subsidiaries with the rank above supervisor (including supervisor), acting employees and part-time employees are not entitled to stock award; 2、完成销售目标的销售顾问； Sales consultants achieving sales objective; 3、完成研发（开发）目标的专家技术顾问； Specialists and technical advisors achieving R&D(developing) objective； 4、公司独立董事； Independent director of the company； 5、有特殊贡献人员的股票奖励授予，由集团公司总经理办公会决定，薪酬委员会批准。 Stock award grant of the employees with special contribution is decided by the Group Company’s general manager office and approved by compensation committee. 四、 股票四、 股票 奖奖 励励 标标 准准 Ⅳ Stock Award Standard 1、行政职级为总经理级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为14000股，授予期内每年行政职级未发生变化的，自第二 年起，每年增长30%； The stock award standard for the employees in the administrative rank of general manager is to grant award stock of last year as the officially appointed rank, the initial award standard is 14,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 2、行政职级为副总经理级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为11000股，授予期内行政职级未发生变化的，自第二年 起，每年增长30%； The stock award standard for the employees in the administrative rank of vice-general manager is to grant award stock of last year as the officially appointed rank, the initial award standard is 11,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 3、行政职级为总监级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为8000股，授予期内行政职级未发生变化的，自第二年起，每 年增长30%； The stock award standard for the employees in the administrative rank of director is to grant award stock of last year as the officially appointed rank, the initial award standard is 8,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 4、行政职级为高级经理级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为4000股，授予期内行政职级未发生变化的，自第二年 起，每年增长30%； The stock award standard for the employees in the administrative rank of senior manager is to grant award stock of last year as the officially appointed rank, the initial award standard is 4,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 5、行政职级为经理级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为2000股，授予期内行政职级未发生变化的，自第二年起，每 年增长30%； The stock award standard for the employees in the administrative rank of manager is to grant award stock of last year as the officially appointed rank, the initial award standard is 2,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 6、行政职级为主管级员工股票奖励标准，按正式任命行政职级发放上年度股票奖励，初始奖励标准为1000股，授予期内行政职级未发生变化的，自第二年起，每 年增长30%； The stock award standard for the employees in the administrative rank of Supervisor is to grant award stock of last year as the officially appointed rank, the initial award standard is 1,000 shares and if the administrative rank won’t change every year during granting period, from the next year, it will be increased by 30% every year. 7、公司销售顾问、专家技术顾问及特殊贡献人员股票奖励标准，由集团公司总经理办公会决定，薪酬委员会批准后执行； The stock award standard for sales consultants、specialists and technical consultants as well as the person with special contribution will be implemented after the determination of the general manager office meeting of Group Company and approval of compensation committee. 8、独立董事股票奖励标准按《服务协议》执行。 The stock award standard for independent director will be implemented according to "Service Agreement”. 五、 股票五、 股票 奖奖 励授予形式 励授予形式 Ⅴ The Form of Stock Award Grant 1、员工股票奖励授予形式为签订《限制性股票协议》及《股票转让授权书》； The stock award is granted to employees by signing the Restricted Stock Agreement and Stock Power； 2、公司独立董事、公司销售顾问、专家技术顾问股票奖励授予形式为签订《限制性股票协议》； The stock award is granted to the independent directors、sales consultants、specialists and technical consultants by signing "Restricted Stock Agreement”. 六、 授予股票 六、 授予股票 奖奖 励限制励限制 Ⅵ The Limitation of Granted Stock Award 1、集团公司上年度总体经营目标未能100%完成，取消集团公司及各子公司上年度1月1日至12月31日的股票奖励； The overall operation objective of Group Company cannot be completed to 100% for the first half year, so the stock award of Group Company and each subsidiary can be cancelled for the previous calendar year. 2、集团公司上年度总体经营目标100%完成，但部分子公司上年度分解经营目标未能100%完成，取消未完成分解经营目标的子公司上年度1月1日至12月31日的股 票奖励，集团公司及完成分解经营目标的子公司上年度1月1日至12月31日的股票奖励正常授予； The overall operation objective of Group Company have been completed to 100% for the first half year, but the decomposable operation objective of mostly subsidiary have been completed, so the stock award of these subsidiaries should be cancelled for the previous calendar year, and the stock award of Group Company and subsidiaries which have completed decomposable operation objective should be granted normally for the previous calendar year. 3、自授予日起，工作未满三年而（因任何原因）离职的员工，取消股票奖励资格，必须于离职文件签批之日起十日内将全部已授予的在锁定期内的股票返还公 司，如未按期或未全部返还的，由个人向公司承担一切经济损失无限连带赔偿责任； As of the date of award, the qualification of stock award of the employees which has worked less than three years and (for any reason) leaves the Company should be cancelled, and must return all awarded stock which are in lock period in ten days as of the date of the signed demission documents. If failing to return on time or all stock, the employees has responsibility for undertaking all economic losses and infinite joint responsibility for compensation for Company by themselves. 4、当被授予人有触犯法律、违反职业道德、泄露公司机密、失职或渎职、严重违反公司相关规定、严重损害公司利益或声誉等行为，已授予的在锁定期内的股 票，由集团公司总经理办公会决定，取消股票奖励资格，公司无条件收回，被授予人于集团公司总经理办公会决定之日起十日内将全部已授予的在锁定期内的股票返 还公司，如未按期或未全部返还的，由个人向公司承担一切经济损失无限连带赔偿责任。 When the franchisee have the action, including breaking the law, violating professional ethics, divulgence of the Company confidentiality, dereliction of duty or malpractice, violating the Company related provision seriously, injuring the Company interests or reputation, as the general manager office meeting of Group Company make the decision to cancel his/her qualification of stock award, Company should withdraw awarded stock which are in lock period, the franchisee should return all awarded stock which are in lock period in ten days as of the date of Group Company make the decision, If fail to return on time or all stock, the employees has responsibility for undertaking all economic losses and infinite joint responsibility for compensation for Company. 七、 限制解除 七、 限制解除 Ⅶ Restrictive Legend Removal 当被授予人所持被锁定的股票达到解锁期，且被授予人符合规定后，按公司《股票解锁转股流程》，对持有股票解除限制。 When the restricted stocks have satisfied the restrictive period and the Grantees are qualified with the provision，the restrictive legend will be removed pursuant to "Stock Restrictive Transferring Process” of the Company. 八、 晋升、 降 八、 晋升、 降 职职 及新入及新入 职职 Ⅷ Promotion, Demotion and New Entry 1、上年1月1日前的正式员工，因晋升或降职造成正式任命岗位的行政职级变化的，以上年12月31日前正式任命岗位的行政职级初始股票奖励标准，作为该员工当年 股票奖励授予标准； The employees enrolled before January 1st in the previous year will change the administrative rank of formal appointed position as promotion or demotion, for the initial stock award standard of the administrative rank of formal appointed position before December 31st last year, as the current year stock award granted standard of the employees. 2、上年6月30日前新入职的正式员工，以上年12月31日前正式任命岗位的行政职级初始股票奖励标准，作为该员工当年股票奖励授予标准； The new employees enrolled before June 30th in the previous year, for 50%of the initial stock award standard of the administrative rank of formal appointed position before December 31st last year, as the current year stock award granted standard of the employees. 3、上年6月30日后新入职的正式员工，以上年12月31日前正式任命岗位的行政职级初始股票奖励标准的50%作为该员工当年股票奖励授予标准。 The new employees enrolled after June 30th in the previous year, for 50%of the initial stock award standard of the administrative rank of formal appointed position before December 31st last year, as the current year stock award granted standard of the employees. 九、 相关九、 相关 职职 能能 Ⅸ Related Functions 1、集团人力资源部作为责任部门，负责按照流程进行公司股票奖励的评审、授予、发放、收回、签署、统计，及员工股票档案管理、股票奖励授予台账事宜；  HR Department of Group as the responsibility department, has the responsibility to review, award, grant, withdraw, sign, account Company stock award pursuant to the process, and file management of employees stock, stock award granted table and such matters; ２、香港公司综合部作为执行部门，负责按照流程进行公司股票奖励的呈报、印制、核对、解锁、转让、阶段保管，及股票奖励授予台账、股票文件档案管理事 宜； The Integrated Department of Hong Kong Company as the execution department, has the responsibility to submit, print, check, unlock, transfer, stage reserve, and stock award granted table, file management of employees stock and such matters; 3、内审部作为监督部门，负责员工离职审计及对股票奖励授予、收回及解除限制情况进行年度定期专项审计，编制《年度股票奖励专项审计报告》。 Internal Auditing Department as supervisory department is responsible for the employees’ resignation audit , making special audit on stock award grant, withdrawing and removing restrictive case at regular intervals and compile "Special Audit Report of Annual Stock Award Grant”; 十、 特十、 特 别补别补 充充 规规 定定 Ⅹ Special Supplemental Provisions 1、2011年前，已授予的股票奖励及股票期权奖励不变，参照本规定执行； Before 2011, the granted stock awards and stock option awards are still unchanged, reference to the provisions. 2、按公司规划，公司将于2012年起实行事业部管理模式，为保证股票奖励政策的统一性及连续性，公司应于2011年授予的股票奖励，按2011年12月31日正式任 命岗位的行政职级初始股票奖励标准，于2012年1月31日前授予。 According to company’s plan, the company will implement the management model of business division. In order to guarantee the unity and continuity of the award policy, the company will implement the stock awards standard according to duly appointed administrative rank position in December 31st, 2011, and the stock awards which should be granted in 2011will be granted before January 31st, 2012. ３、原公司股票期权奖励，自本规定生效之日起取消、终止。 The original stock option award will be abolished and terminated as of the effective date of this rule. 十一、 本十一、 本 规规 定有效期自 Ⅺ This rule will be effective from the date upon the release to August 6th 2018. 布之日起日至 2018年年 8月月 6日止。日止。 定有效期自 发发 布之日起日至 定生效日起， 公司原《 高管股票授予 规规 定》 《 管理人 十二、 自本 十二、 自本 规规 定生效日起， 公司原《 高管股票授予 Ⅻ Upon the effective date of this rule, the original "Executives Stock Grant Rule” and "Management Stock Option Grant Rule” will be abolished. 十三、 本十三、 本 规规 定解定解 释权归释权归 中国鑫达塑料有限公司 ⅩⅢ The general manager office of China XD Plastics Company Limited reserved the right of final explanation to this rule. 定》 《 管理人 员员 股票期股票期 权权 授予授予 规规 定》定》 废废 止。止。 中国鑫达塑料有限公司 总经总经 理理 办办 公室。公室。 Exhibit 10.14 EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited AND Party B (Employee) Address: Legal representative: Responsible person: Name: Jie Han Residence: ID Card No.: Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith and based on the principle of equality, voluntariness, mutual agreement through negotiation in accordance with the Employment Law of the People's Republic of China, Employment Contract Law of the People's Republic of China and other related laws and regulations and will comply with the terms and conditions set forth hereunder. 1. Type and duration of the contract (all numerals in the capital form) Article 1 Party A and Party B agree to determine the duration of this Contract by selecting the first form of contract as follows: (1) Fixed-term contract: This Contract has a duration of FIVE year (SIXTY months) commencing from January 1, 2012 to December 31, 2016, without probation period. 2. Content and place of work Article 2 Pursuant to the needs of Party A, Party B agrees to perform the work of________________(job description). The job position (or type of the job) may be changed by mutual agreement of the parties hereto. Article 3 Party B shall meet the requirements of Party A for this position in respect of time, quality and quantity of the work. Article 4 Party B agrees to work at the place of No. 9 Dalian North Road, Haping Road, Centralized Industrial Park, Harbin Development Zone, Heilongjiang Province arranged by Party A. The place of work may be changed by mutual consent pursuant to the needs of Party A. 3. Working hours and holidays Article 5 The working hours of Party B are based on the system of cumulative working hours (standard working hours, irregular working hours and cumulative working hours). Article 6 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 7 Party B shall enjoy nationally designated legal holidays and paid leaves and Party A shall ensure that Party B takes at least one day off work per week. Article 8 Party A shall, in strict compliance with all applicable national and local laws, rules and regulations relating to labor protection, provide all necessary working conditions and tools for Party B, establish and improve manufacturing processes, formulate standard operating procedures, work requirements as well as a work safety and sanitation system and related standards. Article 9 Where Party B engages in any occupational-disease-inductive businesses, Party A shall arrange occupational health inspections before Party B takes up the post and at the time when Party B leaves the post according to applicable national regulations and during the term of the contract, provide health inspections for Party B at regular times. Article 10 Party A is obligated to provide Party B with education and training in respect of professional ethics, vocational skills, work safety and sanitation as well as relevant rules and regulations. Article 11 Party B shall have the right to refuse to follow Party A's instructions in violation of safety regulations. With respect to any act of Party A and its management staff in disregard of the safety and health of Party B, then Party B shall have the right to criticize, expose and accuse such acts to the competent authority. 5 Remunerations Article 12 The wages of the employee during the probation period may not be less than the lowest wage level for the same job or less than 80% of the wage agreed upon in Article 13 hereunder. In no event shall the wage be less than the minimum wage in the place where the employer is located. Article 13 Upon expiry of the probation period for Party B, Party A shall adopt the first form of wages for Party B according to its wage-related regulations as follows: (1) Remuneration based on working time. The remuneration of Party B consists of: monthly salary and year-end bonus at the rate of RMB 256,000/month and RMB 3,072,000/year, respectively. New rates of remuneration shall apply in the event of any amendments to Party A's wage system or any change of the job position of Party B. Article 14 Party A shall pay to Party B a monthly salary in a legal form of currency on the eighteenth day of each month, without deductions or delays for no reasons whatsoever. Article 15 If Party A arranges Party B to work longer hours, it shall pay the wage which is not less than 150% of the wage of Party B; if Party B is arranged to work on rest days and compensatory leave cannot be arranged, then Party B shall be paid with the wage which is not less than 200% of the wage of Party B; if Party B is arranged to work on legal holidays, Party B shall be paid with the wage which is not less than 300% of the wage of Party B. Article 16 If Party A undergoes any shutdown, halt of production or close down for not more than one (1) month for reasons that are unrelated to Party B, then Party A shall pay wages to Party B as per the wage standard agreed upon hereunder; if such scenarios persist more than one (1) month and Party A does not arrange any work for Party B, then Party A shall pay Party B living expenses no less than the standard of local unemployment insurance benefits. Article 17 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 18 Party B shall enjoy annual leave, home leave, funeral leave, etc. according to the law and Party A shall pay all wages as per applicable national and local regulations or the standards agreed upon hereunder. 6. Social insurance and welfare Article 19 Party A shall pay for Party B the insurance premium covering retirement, medical, unemployment, work-related injuries, maternity and other social insurance in accordance with applicable national and local laws, regulations and polices relating to social insurance. For the portion of insurance premium payable by an individual, Party A may withhold the amount from Party's salary before such payment. In the event of cancellation or termination of this Contract by the parties thereto, Party A shall handle the transfer of personal files and social insurance for Party B. Article 20 The medical treatment benefits available to Party B who suffers diseases or non-work-related injuries shall be dealt with according to applicable national and local policies. Article 21 The treatment of work-related injuries available to Party B shall be dealt with according to applicable national and local policies. Article 22 [omitted] Article 23 Party A shall provide Party B with the following welfare benefits: as per the company's rules and regulations. 7. Labor disciplines, rules and regulations Article 24 Party A shall make public and notify Party B of all rules and regulations formulated by it according to the law. Article 25 Party B shall strictly abide by the rules and regulations formulated by Party A, complete work tasks, improve professional skills, enforce labor safety and sanitation regulations and comply with labor disciplines and professional ethics. Article 26 If Party B violates any labor disciplines, Party A may impose relevant administrative resolution, administrative sanction, economic punishment up until termination of the contract. 8. Amendment, termination and renewal of the contract Article 27 In the event the objective circumstances relied on at the time of the conclusion of the employment contract have materially changed, making performance thereof impossible, both Parties shall negotiate to amend the relevant provisions hereof. Article 28 The Contract can be rescinded upon mutual agreement between both Parties. Article 29 Party A may terminate the Contract if Party B (i) failed to satisfy the recruitment requirement of Party A during the probationary period, (ii) seriously violated the Party A's rules and policies, (iii) simultaneously had an employment relationship with another Employer, seriously affecting the completion of his/her work tasks with the Employer, or, after having the same mentioned to him/her by the Employer, he/she refused to rectify the matter; (v)used means such as deceit, or took advantage of the Party A's plight, to cause it to conclude an employment contract or amend the same in a manner contrary to its true intent; (vi) has criminal liability pursued against him/her in accordance with the law. Article 30 In the following circumstance, Party A may nullify the Contract by sending a 30 days prior written notice or paying one month salary to Party B: (i) Party B has fallen ill or has sustained off-duty injury and cannot engage in the original work or cannot or is not willing to engage in any other work assigned by Party A to him upon the conclusion of his medical treatment; (ii) Party B has been incapable of doing his job and remains incapable of doing so after receiving training or being transferred to another post, and refused to accept the arrangement; (iii) Both parties fail to reach agreement as to the amendment to the Contract according to article 27. Article 31 If Party A is in a period of statutory reorganization due to its imminent bankruptcy or encounters major difficulties in its operations, it shall inform the trade union or all workers of the situation thirty (30) days in advance, hear the opinions of the trade union or all workers, and report to the labor and social security authority before rescinding the Agreement。 Article 32 Party A shall not nullify this Contract in accordance with article 30 and article 31 in any of the following situations: (1) Party B is engaged in operations that would expose him to occupational disease hazards and has not undergone an occupational health check-up before leaving work, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation; (2) Party B suffers from an occupational disease or has sustained work-related injury and has been determined to be disabled; (3) Party B suffers from an illness or non-work-related injury and the proscribed time period of medical treatment has not expired; (4) Party B, in case of a female employee, is in her pregnancy, confinement or nursing period; (5) Party B has been working for the employer for 15 or more consecutive years and is less than 5 years away from the statutory age for his retirement; (6) Party B acts as and is performing his duty of collective bargaining representative; (7) other circumstances as set forth by laws. Article 33 In any of the following situations, Party B may terminate this Contract at any time and Party A shall pay the remuneration and social insurance contribution as required by law: (i) Party A fails to provide work protection or working conditions in accordance with the employment contract; (ii) Party A fails to pay labour compensation on time and in full; (iii) Party A fails to pay social insurance premiums for Party B in accordance with the law; (iv) the rules of Party A violate laws or regulations, harming the rights and interests of Party B; (v) Party A is in any of the circumstances as described in article 26 of the Labor Contract Law of the PRC, which makes the Contract invalid; (vi) other circumstances under which Party B can terminate the Contract according to the applicable laws. Article 34 Party B shall terminate the Contract by sending a 30 days prior written notice to Party A. Article 35 The Contract shall terminate automatically upon its expiration. The Contract can also be renewed by mutual agreement between both Parties. Article 36 In the event that both Parties still maintain the employment relationship upon expiration of this Contract, both Parties shall renew the Contract in a timely manner. In the event that both Parties fail to reach agreement upon the term of the renewed Contract, such new or renewed contract shall be valid at least for a period of 60 months as of the date of execution. If Party B satisfies the conditions for an open-ended contract, Party A shall execute such open-ended contract with Party B. Article 37 The Contract, in case of open-ended contract, shall terminate upon occurrence of any statutory termination conditions or any termination conditions as agreed upon between both Parties. 9. Severance pay and economic compensation Article 38 In the event that Party A fails to pay remuneration in full in a timely manner or does not pay for overtime work according to any provisions hereunder or national rules and regulations, apart from full payment of remuneration within designated timeframe, Party A shall also pay a compensation more than 50% but less than 100% of the amounts payable. Where the rate of remuneration paid by Party A is less than the local minimum salary, then it shall top up the portion of the amount less than the local minimum salary and further pay a compensation more than 10% but less than 100% of the amounts payable. Article 39 If Party A terminates this Contract, except to the extent set forth in Article 29 hereunder, Party shall pay Party B severance pay in accordance with Article 47 of the Employment Contract Law of the People's Republic of China. Article 40 In cases where Party B's termination of this Contract in violation of said regulations or provisions agreed upon hereunder has caused losses to Party A, then Party B shall compensate the losses sustained by Party A as follows: (a) the training fee and recruitment costs paid for it by Party A; (b) direct economic losses in respect of the production, management and business of Party A; (c) other costs and expenses subject to compensation as agreed upon hereunder. 10. Liability for breach of contract Article 41 The liability for any breach of contract by whichever party hereto shall be dealt with according to the Contract Law and relevant rules of the company. 11. Other matters agreed upon by parties hereto Article 42 _____[none]_________________________________ 12. Labor dispute settlement Once a labor dispute occurs, the parties hereto may apply to the labor dispute mediation committee of the employer for mediation; if it cannot be settled through mediation and a party hereto requests arbitration, then the dispute shall be submitted within sixty (60) days of the date of such dispute to a labor dispute arbitration committee for arbitration. Any party hereto may also directly apply to a labor dispute arbitration committee for arbitration. The party who objects to the ruling of the committee may lodge the case before a people's court. 13. Miscellaneous Article 43 The following agreement for special purposes and the rules and regulations are provided as the attachments hereto and shall have equal legal effect. Article 44 The parties hereto may settle through negotiation all matters that are not covered hereunder; matters in disagreement with any future national laws or administrative regulations shall be dealt with in accordance therewith. Article 45 This Contract is made in two copies, one for each. Article 46 Party B hereby confirms the following address as the address for service of all document and instruments relating to employment relations. Party B shall notify in writing Party A of any change of the address in a timely manner. 黑黑 龙龙 江鑫达企 江鑫达企 业业 集集 团团 有限公司雇用 有限公司雇用 备备 忘忘 录录 Exhibit 10.15 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _韩杰_(员工)与黑龙江鑫达企业集团有限公司(公司)(一个中国成立的公司)于2011年12月31日签署生效的雇用备忘录. 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. 鉴鉴 于于 公司聘用员工， 因此提出此备忘录. 服务条款于下. WHEREAS, the employee is employed by the Company, therefore it is proposed the memorandum. The service terms are as follows. 鉴鉴 于于 员工愿意帮公司服务, 条款条件于下. WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此因此 , 双方的承诺必须在友好和互惠的前提下考虑, 且必须有合理合法的认知, 双方同意于下: THEREFORE，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 公司同意雇用 员员 工工 , 员员 工接受公司的雇用 工接受公司的雇用 , 双方都双方都 须须 遵照此遵照此 备备 忘忘 录录 . The company agrees to employ the employee, and the employee accepts the company’s employment. Both parties must comply with the memorandum. 2. 薪薪 资资 和福利和福利 Compensation and Benefits a. 基本工基本工 资资 -聘用期间公司同意为员工对公司与公司子公司的服务支付薪资256000元人民币每月. 每年结束或者接近结束时， 公司可以按照公司相应规定决定 薪酬待遇的调整. Basic Salary-the company agrees to pay the employee a monthly salary of RMB256000for his service to the company and its subsidiaries. At the end of each year or approaching to the annual ending, the company may determine salary adjustment according to related regulations. b．年度年度 奖奖 励励 -标准为一年3072000元人民币，根据员工全年目标完成情况，按公司薪酬管理制度规定的核算方式及时间进行核算及支付。 Annual Award Salary- the standard is RMB 3072000 per year, which amount is subject to the achievement of the corresponding year’s performance goals. The calculation and payment of the year’s performance-based salary are based on accounting method and time set forth in the company’s compensation management policy. c . 福利福利 - 公司还将在执行者任职期间按公司规定提供医疗保险、养老保险、失业保险、工伤保险、生育保险、住房公积金、带薪培训福利。执行者将每年有两周 的带薪假期并且按照公司的政策，因私人原因获得合理数量的其他休假日。 Welfares-company will provide medical insurance, endowment insurance, unemployment insurance, work-related injury insurance, maternity insurance, housing fund, paid training for the employee during the employment period. The employee will have two weeks paid holiday and according to company’s policy, the employee may get other reasonable holidays due to personal reasons. d ．股股 /期期 权奖权奖 励励 – 有公司薪酬委员会决定，员工每年可享有一定股权和期权奖励。具体条款将根据薪酬委员会决议和股权、期权发行协议制约。 Share /option awards- determined by company’s compensation committee that employees may enjoy certain stock equity and option awards. Specific terms will subject to the resolution of compensation committee and the issuance agreement of stock equity and option. 有限公司 江鑫达企 业业 集集 团团 有限公司 黑黑 龙龙 江鑫达企 Heilongjiang Xinda Enterprise Group Company Limited 签字: _____________________________ BY: Seal 姓名:____________________________ NAME: 日期:_____________________________ DATE: 员员 工工 Employee 签字:_____________________ BY: /s/ Jie Han 姓名: ___________________ NAME: Jie Han 日期: _________________ DATE: Exhibit 10.16 EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited AND Party B (Employee) Address: Legal representative: Responsible person: Name: Qingwei Ma Residence: ID Card No.: Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith and based on the principle of equality, voluntariness, mutual agreement through negotiation in accordance with the Employment Law of the People's Republic of China, Employment Contract Law of the People's Republic of China and other related laws and regulations and will comply with the terms and conditions set forth hereunder. 1. Type and duration of the contract (all numerals in the capital form) Article 1 Party A and Party B agree to determine the duration of this Contract by selecting the first form of contract as follows: (1) Fixed-term contract: This Contract has a duration of FIVE year (SIXTY months) commencing from January 1, 2012 to December 31, 2016, without probation period. 2. Content and place of work Article 2 Pursuant to the needs of Party A, Party B agrees to perform the work of________________(job description). The job position (or type of the job) may be changed by mutual agreement of the parties hereto. Article 3 Party B shall meet the requirements of Party A for this position in respect of time, quality and quantity of the work. Article 4 Party B agrees to work at the place of No. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang Province arranged by Party A. The place of work may be changed by mutual consent pursuant to the needs of Party A. 3. Working hours and holidays Article 5 The working hours of Party B are based on the system of cumulative working hours (standard working hours, irregular working hours and cumulative working hours). Article 6 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 7 Party B shall enjoy nationally designated legal holidays and paid leaves and Party A shall ensure that Party B takes at least one day off work per week. Article 8 Party A shall, in strict compliance with all applicable national and local laws, rules and regulations relating to labor protection, provide all necessary working conditions and tools for Party B, establish and improve manufacturing processes, formulate standard operating procedures, work requirements as well as a work safety and sanitation system and related standards. Article 9 Where Party B engages in any occupational-disease-inductive businesses, Party A shall arrange occupational health inspections before Party B takes up the post and at the time when Party B leaves the post according to applicable national regulations and during the term of the contract, provide health inspections for Party B at regular times. Article 10 Party A is obligated to provide Party B with education and training in respect of professional ethics, vocational skills, work safety and sanitation as well as relevant rules and regulations. Article 11 Party B shall have the right to refuse to follow Party A's instructions in violation of safety regulations. With respect to any act of Party A and its management staff in disregard of the safety and health of Party B, then Party B shall have the right to criticize, expose and accuse such acts to the competent authority. 5 Remunerations Article 12 The wages of the employee during the probation period may not be less than the lowest wage level for the same job or less than 80% of the wage agreed upon in Article 13 hereunder. In no event shall the wage be less than the minimum wage in the place where the employer is located. Article 13 Upon expiry of the probation period for Party B, Party A shall adopt the first form of wages for Party B according to its wage-related regulations as follows: (1) Remuneration based on working time. The remuneration of Party B consists of: monthly salary and year-end bonus at the rate of RMB 128,000/month and RMB 1,536,000/year, respectively. New rates of remuneration shall apply in the event of any amendments to Party A's wage system or any change of the job position of Party B. Article 14 Party A shall pay to Party B a monthly salary in a legal form of currency on the eighteenth day of each month, without deductions or delays for no reasons whatsoever. Article 15 If Party A arranges Party B to work longer hours, it shall pay the wage which is not less than 150% of the wage of Party B; if Party B is arranged to work on rest days and compensatory leave cannot be arranged, then Party B shall be paid with the wage which is not less than 200% of the wage of Party B; if Party B is arranged to work on legal holidays, Party B shall be paid with the wage which is not less than 300% of the wage of Party B. Article 16 If Party A undergoes any shutdown, halt of production or close down for not more than one (1) month for reasons that are unrelated to Party B, then Party A shall pay wages to Party B as per the wage standard agreed upon hereunder; if such scenarios persist more than one (1) month and Party A does not arrange any work for Party B, then Party A shall pay Party B living expenses no less than the standard of local unemployment insurance benefits. Article 17 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 18 Party B shall enjoy annual leave, home leave, funeral leave, etc. according to the law and Party A shall pay all wages as per applicable national and local regulations or the standards agreed upon hereunder. 6. Social insurance and welfare Article 19 Party A shall pay for Party B the insurance premium covering retirement, medical, unemployment, work-related injuries, maternity and other social insurance in accordance with applicable national and local laws, regulations and polices relating to social insurance. For the portion of insurance premium payable by an individual, Party A may withhold the amount from Party's salary before such payment. In the event of cancellation or termination of this Contract by the parties thereto, Party A shall handle the transfer of personal files and social insurance for Party B. Article 20 The medical treatment benefits available to Party B who suffers diseases or non-work-related injuries shall be dealt with according to applicable national and local policies. Article 21 The treatment of work-related injuries available to Party B shall be dealt with according to applicable national and local policies. Article 22 [omitted] Article 23 Party A shall provide Party B with the following welfare benefits: as per the company's rules and regulations. 7. Labor disciplines, rules and regulations Article 24 Party A shall make public and notify Party B of all rules and regulations formulated by it according to the law. Article 25 Party B shall strictly abide by the rules and regulations formulated by Party A, complete work tasks, improve professional skills, enforce labor safety and sanitation regulations and comply with labor disciplines and professional ethics. Article 26 If Party B violates any labor disciplines, Party A may impose relevant administrative resolution, administrative sanction, economic punishment up until termination of the contract. 8. Amendment, termination and renewal of the contract Article 27 In the event the objective circumstances relied on at the time of the conclusion of the employment contract have materially changed, making performance thereof impossible, both Parties shall negotiate to amend the relevant provisions hereof. Article 28 The Contract can be rescinded upon mutual agreement between both Parties. Article 29 Party A may terminate the Contract if Party B (i) failed to satisfy the recruitment requirement of Party A during the probationary period, (ii) seriously violated the Party A's rules and policies, (iii) simultaneously had an employment relationship with another Employer, seriously affecting the completion of his/her work tasks with the Employer, or, after having the same mentioned to him/her by the Employer, he/she refused to rectify the matter; (v)used means such as deceit, or took advantage of the Party A's plight, to cause it to conclude an employment contract or amend the same in a manner contrary to its true intent; (vi) has criminal liability pursued against him/her in accordance with the law. Article 30 In the following circumstance, Party A may nullify the Contract by sending a 30 days prior written notice or paying one month salary to Party B: (i) Party B has fallen ill or has sustained off-duty injury and cannot engage in the original work or cannot or is not willing to engage in any other work assigned by Party A to him upon the conclusion of his medical treatment; (ii) Party B has been incapable of doing his job and remains incapable of doing so after receiving training or being transferred to another post, and refused to accept the arrangement; (iii) Both parties fail to reach agreement as to the amendment to the Contract according to article 27. Article 31 If Party A is in a period of statutory reorganization due to its imminent bankruptcy or encounters major difficulties in its operations, it shall inform the trade union or all workers of the situation thirty (30) days in advance, hear the opinions of the trade union or all workers, and report to the labor and social security authority before rescinding the Agreement。 Article 32 Party A shall not nullify this Contract in accordance with article 30 and article 31 in any of the following situations: (1) Party B is engaged in operations that would expose him to occupational disease hazards and has not undergone an occupational health check-up before leaving work, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation; (2) Party B suffers from an occupational disease or has sustained work-related injury and has been determined to be disabled; (3) Party B suffers from an illness or non-work-related injury and the proscribed time period of medical treatment has not expired; (4) Party B, in case of a female employee, is in her pregnancy, confinement or nursing period; (5) Party B has been working for the employer for 15 or more consecutive years and is less than 5 years away from the statutory age for his retirement; (6) Party B acts as and is performing his duty of collective bargaining representative; (7) other circumstances as set forth by laws. Article 33 In any of the following situations, Party B may terminate this Contract at any time and Party A shall pay the remuneration and social insurance contribution as required by law: (i) Party A fails to provide work protection or working conditions in accordance with the employment contract; (ii) Party A fails to pay labour compensation on time and in full; (iii) Party A fails to pay social insurance premiums for Party B in accordance with the law; (iv) the rules of Party A violate laws or regulations, harming the rights and interests of Party B; (v) Party A is in any of the circumstances as described in article 26 of the Labor Contract Law of the PRC, which makes the Contract invalid; (vi) other circumstances under which Party B can terminate the Contract according to the applicable laws. Article 34 Party B shall terminate the Contract by sending a 30 days prior written notice to Party A. Article 35 The Contract shall terminate automatically upon its expiration. The Contract can also be renewed by mutual agreement between both Parties. Article 36 In the event that both Parties still maintain the employment relationship upon expiration of this Contract, both Parties shall renew the Contract in a timely manner. In the event hat both Parties fail to reach agreement upon the term of the renewed Contract, such new or renewed contract shall be valid at least for a period of 60 months as of the date of execution. If Party B satisfies the conditions for an open-ended contract, Party A shall execute such open-ended contract with Party B. Article 37 The Contract, in case of open-ended contract, shall terminate upon occurrence of any statutory termination conditions or any termination conditions as agreed upon between both Parties. 9. Severance pay and economic compensation Article 38 In the event that Party A fails to pay remuneration in full in a timely manner or does not pay for overtime work according to any provisions hereunder or national rules and regulations, apart from full payment of remuneration within designated timeframe, Party A shall also pay a compensation more than 50% but less than 100% of the amounts payable. Where the rate of remuneration paid by Party A is less than the local minimum salary, then it shall top up the portion of the amount less than the local minimum salary and further pay a compensation more than 10% but less than 100% of the amounts payable. Article 39 If Party A terminates this Contract, except to the extent set forth in Article 29 hereunder, Party shall pay Party B severance pay in accordance with Article 47 of the Employment Contract Law of the People's Republic of China. Article 40 In cases where Party B's termination of this Contract in violation of said regulations or provisions agreed upon hereunder has caused losses to Party A, then Party B shall compensate the losses sustained by Party A as follows: (a) the training fee and recruitment costs paid for it by Party A; (b) direct economic losses in respect of the production, management and business of Party A; (c) other costs and expenses subject to compensation as agreed upon hereunder. 10. Liability for breach of contract Article 41 The liability for any breach of contract by whichever party hereto shall be dealt with according to the Contract Law and relevant rules of the company. 11. Other matters agreed upon by parties hereto Article 42 _____[none]_________________________________ 12. Labor dispute settlement Once a labor dispute occurs, the parties hereto may apply to the labor dispute mediation committee of the employer for mediation; if it cannot be settled through mediation and a party hereto requests arbitration, then the dispute shall be submitted within sixty (60) days of the date of such dispute to a labor dispute arbitration committee for arbitration. Any party hereto may also directly apply to a labor dispute arbitration committee for arbitration. The party who objects to the ruling of the committee may lodge the case before a people's court. 13. Miscellaneous Article 43 The following agreement for special purposes and the rules and regulations are provided as the attachments hereto and shall have equal legal effect. Article 44 The parties hereto may settle through negotiation all matters that are not covered hereunder; matters in disagreement with any future national laws or administrative regulations shall be dealt with in accordance therewith. Article 45 This Contract is made in two copies, one for each. Article 46 Party B hereby confirms the following address as the address for service of all document and instruments relating to employment relations. Party B shall notify in writing Party A of any change of the address in a timely manner. 黑黑 龙龙 江鑫达企 江鑫达企 业业 集集 团团 有限公司雇用 有限公司雇用 备备 忘忘 录录 Exhibit 10.17 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum 马庆维_(员工)与黑龙江鑫达企业集团有限公司(公司)(一个中国成立的公司)于2011年12月31 日签署生效的雇用备忘录. 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. 鉴鉴 于于 公司聘用员工， 因此提出此备忘录. 服务条款于下. WHEREAS, the employee is employed by the company, therefore it is proposed the memorandum. The service terms are as follows. 鉴鉴 于于 员工愿意帮公司服务, 条款条件于下. WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此因此 , 双方的承诺必须在友好和互惠的前提下考虑, 且必须有合理合法的认知, 双方同意于下: THEREFORE，promises of both parties must be considered under friendly and mutual beneficial condition, and must have reasonable and legal recognition. Both parties agree: 1. The company agrees to employ the employee, and the employee accepts the company’s employment. Both parties must comply with the memorandum. 1.公司同意雇用员工, 员工接受公司的雇用, 双方都须遵照此备忘录. 2 2.薪薪 资资 和福利和福利 Compensation and Benefits a. 基本工基本工 资资 -聘用期间公司同意为员工对公司与公司子公司的服务支付薪资128000元人民币每月. 每年结束或者接近结束时， 公司可以按照公司相应规定决定 薪酬待遇的调整. Basic Salary-the company agrees to pay the employee a monthly salary of RMB 128000 for his service to the company and its subsidiaries. At the end of each year or approaching to the annual ending, the company may determine salary adjustment according to related regulations. b ．年度年度 奖奖 励励 -标准为一年1536000元人民币，根据员工全年目标完成情况，按公司薪酬 管理制度规定的核算方式及时间进行核算及支付。 Annual Award Salary- the standard is RMB1536000 per year, which amount is subject to the achievement of the corresponding year’s performance goals. The calculation and payment of the year’s performance-based salary are based on accounting method and time set forth in the company’s compensation management policy. c. 福利福利 - 公司还将在执行者任职期间按公司规定提供医疗保险、养老保险、失业保险、工伤保险、生育保险、住房公积金、带薪培训福利。执行者将每年有两周的 带薪假期并且按照公司的政策，因私人原因获得合理数量的其他休假日。 Welfares-company will provide medical insurance, endowment insurance, unemployment insurance, work-related injury insurance, maternity insurance, housing fund, paid training for the employee during the employment period. The employee will have two weeks paid holiday and according to company’s policy, the employee may get other reasonable holidays due to personal reasons. d．股股 /期期 权奖权奖 励励 – 有公司薪酬委员会决定，员工每年可享有一定股权和期权奖励。具体条款将根据薪酬委员会决议和股权、期权发行协议制约。 Share /option awards- determined by company’s compensation committee that employees may enjoy certain stock equity and option awards. Specific terms will subject to the resolution of compensation committee and the issuance agreement of stock equity and option. 有限公司 黑黑 龙龙 江鑫达企 江鑫达企 业业 集集 团团 有限公司 Heilongjiang Xinda Enterprise Group Company Limited 签字: _____________________________ BY: Seal 姓名:____________________________ NAME: 日期:_____________________________ DATE: 员员 工工 Employee 签字:______________________ BY: /s/ Ｑingwei Ma 姓名: ____________________ NAME: Qingwei Ma 日期: _ ________________ DATE:  Exhibit 10.18 EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited AND Party B (Employee) Address: Legal representative: Responsible person: Name: Taylor Zhang Residence: ID Card No.: Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith and based on the principle of equality, voluntariness, mutual agreement through negotiation in accordance with the Employment Law of the People's Republic of China, Employment Contract Law of the People's Republic of China and other related laws and regulations and will comply with the terms and conditions set forth hereunder. 1. Type and duration of the contract (all numerals in the capital form) Article 1 Party A and Party B agree to determine the duration of this Contract by selecting the first form of contract as follows: (1) Fixed-term contract: This Contract has a duration of FIVE year (SIXTY months) commencing from January 1, 2012 to December 31, 2016, without probation period. 2. Content and place of work Article 2 Pursuant to the needs of Party A, Party B agrees to perform the work of________________(job description). The job position (or type of the job) may be changed by mutual agreement of the parties hereto. Article 3 Party B shall meet the requirements of Party A for this position in respect of time, quality and quantity of the work. Article 4 Party B agrees to work at the place of No. 500, Fifth Avenue, Room 4120, New York, NY, USA arranged by Party A. The place of work may be changed by mutual consent pursuant to the needs of Party A. 3. Working hours and holidays Article 5 The working hours of Party B are based on the system of cumulative working hours (standard working hours, irregular working hours and cumulative working hours). Article 6 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 7 Party B shall enjoy nationally designated legal holidays and paid leaves and Party A shall ensure that Party B takes at least one day off work per week. Article 8 Party A shall, in strict compliance with all applicable national and local laws, rules and regulations relating to labor protection, provide all necessary working conditions and tools for Party B, establish and improve manufacturing processes, formulate standard operating procedures, work requirements as well as a work safety and sanitation system and related standards. Article 9 Where Party B engages in any occupational-disease-inductive businesses, Party A shall arrange occupational health inspections before Party B takes up the post and at the time when Party B leaves the post according to applicable national regulations and during the term of the contract, provide health inspections for Party B at regular times. Article 10 Party A is obligated to provide Party B with education and training in respect of professional ethics, vocational skills, work safety and sanitation as well as relevant rules and regulations. Article 11 Party B shall have the right to refuse to follow Party A's instructions in violation of safety regulations. With respect to any act of Party A and its management staff in disregard of the safety and health of Party B, then Party B shall have the right to criticize, expose and accuse such acts to the competent authority. 5 Remunerations Article 12 The wages of the employee during the probation period may not be less than the lowest wage level for the same job or less than 80% of the wage agreed upon in Article 13 hereunder. In no event shall the wage be less than the minimum wage in the place where the employer is located. Article 13 Upon expiry of the probation period for Party B, Party A shall adopt the first form of wages for Party B according to its wage-related regulations as follows: (1) Remuneration based on working time. The remuneration of Party B consists of: monthly salary and year-end bonus at the rate of USD 15,000/month and USD 180,000/year, respectively. New rates of remuneration shall apply in the event of any amendments to Party A's wage system or any change of the job position of Party B. Article 14 Party A shall pay to Party B a monthly salary in a legal form of currency on the eighteenth day of each month, without deductions or delays for no reasons whatsoever. Article 15 If Party A arranges Party B to work longer hours, it shall pay the wage which is not less than 150% of the wage of Party B; if Party B is arranged to work on rest days and compensatory leave cannot be arranged, then Party B shall be paid with the wage which is not less than 200% of the wage of Party B; if Party B is arranged to work on legal holidays, Party B shall be paid with the wage which is not less than 300% of the wage of Party B. Article 16 If Party A undergoes any shutdown, halt of production or close down for not more than one (1) month for reasons that are unrelated to Party B, then Party A shall pay wages to Party B as per the wage standard agreed upon hereunder; if such scenarios persist more than one (1) month and Party A does not arrange any work for Party B, then Party A shall pay Party B living expenses no less than the standard of local unemployment insurance benefits. Article 17 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 18 Party B shall enjoy annual leave, home leave, funeral leave, etc. according to the law and Party A shall pay all wages as per applicable national and local regulations or the standards agreed upon hereunder. 6. Social insurance and welfare Article 19 Party A shall pay for Party B the insurance premium covering retirement, medical, unemployment, work-related injuries, maternity and other social insurance in accordance with applicable national and local laws, regulations and polices relating to social insurance. For the portion of insurance premium payable by an individual, Party A may withhold the amount from Party's salary before such payment. In the event of cancellation or termination of this Contract by the parties thereto, Party A shall handle the transfer of personal files and social insurance for Party B. Article 20 The medical treatment benefits available to Party B who suffers diseases or non-work-related injuries shall be dealt with according to applicable national and local policies. Article 21 The treatment of work-related injuries available to Party B shall be dealt with according to applicable national and local policies. Article 22 [omitted] Article 23 Party A shall provide Party B with the following welfare benefits: as per the company's rules and regulations. 7. Labor disciplines, rules and regulations Article 24 Party A shall make public and notify Party B of all rules and regulations formulated by it according to the law. Article 25 Party B shall strictly abide by the rules and regulations formulated by Party A, complete work tasks, improve professional skills, enforce labor safety and sanitation regulations and comply with labor disciplines and professional ethics. Article 26 If Party B violates any labor disciplines, Party A may impose relevant administrative resolution, administrative sanction, economic punishment up until termination of the contract. 8. Amendment, termination and renewal of the contract Article 27 In the event the objective circumstances relied on at the time of the conclusion of the employment contract have materially changed, making performance thereof impossible, both Parties shall negotiate to amend the relevant provisions hereof. Article 28 The Contract can be rescinded upon mutual agreement between both Parties. Article 29 Party A may terminate the Contract if Party B (i) failed to satisfy the recruitment requirement of Party A during the probationary period, (ii) seriously violated the Party A's rules and policies, (iii) simultaneously had an employment relationship with another Employer, seriously affecting the completion of his/her work tasks with the Employer, or, after having the same mentioned to him/her by the Employer, he/she refused to rectify the matter; (v)used means such as deceit, or took advantage of the Party A's plight, to cause it to conclude an employment contract or amend the same in a manner contrary to its true intent; (vi) has criminal liability pursued against him/her in accordance with the law. Article 30 In the following circumstance, Party A may nullify the Contract by sending a 30 days prior written notice or paying one month salary to Party B: (i) Party B has fallen ill or has sustained off-duty injury and cannot engage in the original work or cannot or is not willing to engage in any other work assigned by Party A to him upon the conclusion of his medical treatment; (ii) Party B has been incapable of doing his job and remains incapable of doing so after receiving training or being transferred to another post, and refused to accept the arrangement; (iii) Both parties fail to reach agreement as to the amendment to the Contract according to article 27. Article 31 If Party A is in a period of statutory reorganization due to its imminent bankruptcy or encounters major difficulties in its operations, it shall inform the trade union or all workers of the situation thirty (30) days in advance, hear the opinions of the trade union or all workers, and report to the labor and social security authority before rescinding the Agreement。 Article 32 Party A shall not nullify this Contract in accordance with article 30 and article 31 in any of the following situations: (1) Party B is engaged in operations that would expose him to occupational disease hazards and has not undergone an occupational health check-up before leaving work, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation; (2) Party B suffers from an occupational disease or has sustained work-related injury and has been determined to be disabled; (3) Party B suffers from an illness or non-work-related injury and the proscribed time period of medical treatment has not expired; (4) Party B, in case of a female employee, is in her pregnancy, confinement or nursing period; (5) Party B has been working for the employer for 15 or more consecutive years and is less than 5 years away from the statutory age for his retirement; (6) Party B acts as and is performing his duty of collective bargaining representative; (7) other circumstances as set forth by laws. Article 33 In any of the following situations, Party B may terminate this Contract at any time and Party A shall pay the remuneration and social insurance contribution as required by law: (i) Party A fails to provide work protection or working conditions in accordance with the employment contract; (ii) Party A fails to pay labour compensation on time and in full; (iii) Party A fails to pay social insurance premiums for Party B in accordance with the law; (iv) the rules of Party A violate laws or regulations, harming the rights and interests of Party B; (v) Party A is in any of the circumstances as described in article 26 of the Labor Contract Law of the PRC, which makes the Contract invalid; (vi) other circumstances under which Party B can terminate the Contract according to the applicable laws. Article 34 Party B shall terminate the Contract by sending a 30 days prior written notice to Party A. Article 35 The Contract shall terminate automatically upon its expiration. The Contract can also be renewed by mutual agreement between both Parties. Article 36 In the event that both Parties still maintain the employment relationship upon expiration of this Contract, both Parties shall renew the Contract in a timely manner. In the event that both Parties fail to reach agreement upon the term of the renewed Contract, such new or renewed contract shall be valid at least for a period of 60 months as of the date of execution. If Party B satisfies the conditions for an open-ended contract, Party A shall execute such open-ended contract with Party B. Article 37 The Contract, in case of open-ended contract, shall terminate upon occurrence of any statutory termination conditions or any termination conditions as agreed upon between both Parties. 9. Severance pay and economic compensation Article 38 In the event that Party A fails to pay remuneration in full in a timely manner or does not pay for overtime work according to any provisions hereunder or national rules and regulations, apart from full payment of remuneration within designated timeframe, Party A shall also pay a compensation more than 50% but less than 100% of the amounts payable. Where the rate of remuneration paid by Party A is less than the local minimum salary, then it shall top up the portion of the amount less than the local minimum salary and further pay a compensation more than 10% but less than 100% of the amounts payable. Article 39 If Party A terminates this Contract, except to the extent set forth in Article 29 hereunder, Party shall pay Party B severance pay in accordance with Article 47 of the Employment Contract Law of the People's Republic of China. Article 40 In cases where Party B's termination of this Contract in violation of said regulations or provisions agreed upon hereunder has caused losses to Party A, then Party B shall compensate the losses sustained by Party A as follows: (a) the training fee and recruitment costs paid for it by Party A; (b) direct economic losses in respect of the production, management and business of Party A; (c) other costs and expenses subject to compensation as agreed upon hereunder. 10. Liability for breach of contract Article 41 The liability for any breach of contract by whichever party hereto shall be dealt with according to the Contract Law and relevant rules of the company. 11. Other matters agreed upon by parties hereto Article 42 _____[none]_________________________________ 12. Labor dispute settlement Once a labor dispute occurs, the parties hereto may apply to the labor dispute mediation committee of the employer for mediation; if it cannot be settled through mediation and a party hereto requests arbitration, then the dispute shall be submitted within sixty (60) days of the date of such dispute to a labor dispute arbitration committee for arbitration. Any party hereto may also directly apply to a labor dispute arbitration committee for arbitration. The party who objects to the ruling of the committee may lodge the case before a people's court. 13. Miscellaneous Article 43 The following agreement for special purposes and the rules and regulations are provided as the attachments hereto and shall have equal legal effect. Article 44 The parties hereto may settle through negotiation all matters that are not covered hereunder; matters in disagreement with any future national laws or administrative regulations shall be dealt with in accordance therewith. Article 45 This Contract is made in two copies, one for each. Article 46 Party B hereby confirms the following address as the address for service of all document and instruments relating to employment relations. Party B shall notify in writing Party A of any change of the address in a timely manner. 黑黑 龙龙 江鑫达企 江鑫达企 业业 集集 团团 有限公司雇用 有限公司雇用 备备 忘忘 录录 Exhibit 10.19 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum 张大鹤_(员工)与黑龙江鑫达企业集团有限公司(公司)(一个中国成立的公司)于2011年12月31 日签署生效的雇用备忘录. 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. 鉴鉴 于于 公司聘用员工， 因此提出此备忘录. 服务条款于下. WHEREAS, the employee is employed by the company, therefore it is proposed the memorandum. The service terms are as follows. 鉴鉴 于于 员工愿意帮公司服务, 条款条件于下. WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此因此 , 双方的承诺必须在友好和互惠的前提下考虑, 且必须有合理合法的认知, 双方同意于下: THEREFORE，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, 员工接受公司的雇用, 双方都须遵照此备忘录. The company agrees to employ the employee, and the employee accepts the company’s employment. Both parties must comply with the memorandum. 2.薪薪 资资 和福利和福利 Compensation and Benefits a. 基本工基本工 资资 -聘用期间公司同意为员工对公司与公司子公司的服务支付薪资15,000美元每月. 每年结束或者接近结束时， 公司可以按照公司相应规定决定薪酬 待遇的调整. Basic Salary-the company agrees to pay the employee a monthly salary of US$15,000 for his service to the company and its subsidiaries. At the end of each year or approaching to the annual ending, the company may determine salary adjustment according to related regulations. b．年度年度 奖奖 励励 -标准为一年180,000美元，根据员工全年目标完成情况，按公司薪酬 管理制度规定的核算方式及时间进行核算及支付。 Annual Award Salary- the standard is US$180,000 per year, which amount is subject to the achievement of the corresponding year’s performance goals. The calculation and payment of the year’s performance-based salary are based on accounting method and time set forth in the company’s compensation management policy. c . 福利福利 - 公司还将在执行者任职期间按公司规定提供带薪培训福利。执行者将每年有两周的带薪假期并且按照公司的政策，因私人原因获得合理数量的其他休 假日。 Welfares-company will provide paid training for the employee during the employment period. The employee will have two weeks paid holiday and according to company’s policy, the employee may get other reasonable holidays due to personal reasons. d．股股 /期期 权奖权奖 励励 – 有公司薪酬委员会决定，员工每年可享有一定股权和期权奖励。具体条款将根据薪酬委员会决议和股权、期权发行协议制约。 Share /option awards- determined by company’s compensation committee that employees may enjoy certain stock equity and option awards. Specific terms will subject to the resolution of compensation committee and the issuance agreement of stock equity and option. 黑黑 龙龙 江鑫达企 有限公司 江鑫达企 业业 集集 团团 有限公司 Heilongjiang Xinda Enterprise Group Company Limited 员员 工工 Employee 签字: _____________________________ BY: Seal 姓名:____________________________ NAME: 日期:_____________________________ DATE: 签字:________________________ BY: /s/ Taylor Zhang 姓名: ____________________ NAME: Taylor Zhang 日期: _ ________________ DATE: Exhibit 10.20 EMPLOYMENT AGREEMENT BETWEEN Party A (Employer) Heilongjiang Xinda Enterprise Group Company Limited AND Party B (Employee) Address: Legal representative: Responsible person: Name: Junjie Ma Residence: ID Card No.: Party A and Party B hereby agree to enter into the present contract (this "Contract") in good faith and based on the principle of equality, voluntariness, mutual agreement through negotiation in accordance with the Employment Law of the People's Republic of China, Employment Contract Law of the People's Republic of China and other related laws and regulations and will comply with the terms and conditions set forth hereunder. 1. Type and duration of the contract (all numerals in the capital form) Article 1 Party A and Party B agree to determine the duration of this Contract by selecting the first form of contract as follows: (1) Fixed-term contract: This Contract has a duration of FIVE year (SIXTY months) commencing from January 1, 2012 to December 31, 2016, without probation period. 2. Content and place of work Article 2 Pursuant to the needs of Party A, Party B agrees to perform the work of________________(job description). The job position (or type of the job) may be changed by mutual agreement of the parties hereto. Article 3 Party B shall meet the requirements of Party A for this position in respect of time, quality and quantity of the work. Article 4 Party B agrees to work at the place of No. 9 Dalian North Road, Haping Road Centralized Industrial Park, Harbin Development Zone, Heilongjiang Province arranged by Party A. The place of work may be changed by mutual consent pursuant to the needs of Party A. 3. Working hours and holidays Article 5 The working hours of Party B are based on the system of cumulative working hours (standard working hours, irregular working hours and cumulative working hours). Article 6 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 7 Party B shall enjoy nationally designated legal holidays and paid leaves and Party A shall ensure that Party B takes at least one day off work per week. Article 8 Party A shall, in strict compliance with all applicable national and local laws, rules and regulations relating to labor protection, provide all necessary working conditions and tools for Party B, establish and improve manufacturing processes, formulate standard operating procedures, work requirements as well as a work safety and sanitation system and related standards. Article 9 Where Party B engages in any occupational-disease-inductive businesses, Party A shall arrange occupational health inspections before Party B takes up the post and at the time when Party B leaves the post according to applicable national regulations and during the term of the contract, provide health inspections for Party B at regular times. Article 10 Party A is obligated to provide Party B with education and training in respect of professional ethics, vocational skills, work safety and sanitation as well as relevant rules and regulations. Article 11 Party B shall have the right to refuse to follow Party A's instructions in violation of safety regulations. With respect to any act of Party A and its management staff in disregard of the safety and health of Party B, then Party B shall have the right to criticize, expose and accuse such acts to the competent authority. 5 Remunerations Article 12 The wages of the employee during the probation period may not be less than the lowest wage level for the same job or less than 80% of the wage agreed upon in Article 13 hereunder. In no event shall the wage be less than the minimum wage in the place where the employer is located. Article 13 Upon expiry of the probation period for Party B, Party A shall adopt the first form of wages for Party B according to its wage-related regulations as follows: (1) Remuneration based on working time. The remuneration of Party B consists of: monthly salary and year-end bonus at the rate of RMB 64,000/month and RMB 768,000/year, respectively. New rates of remuneration shall apply in the event of any amendments to Party A's wage system or any change of the job position of Party B. Article 14 Party A shall pay to Party B a monthly salary in a legal form of currency on the eighteenth day of each month, without deductions or delays for no reasons whatsoever. Article 15 If Party A arranges Party B to work longer hours, it shall pay the wage which is not less than 150% of the wage of Party B; if Party B is arranged to work on rest days and compensatory leave cannot be arranged, then Party B shall be paid with the wage which is not less than 200% of the wage of Party B; if Party B is arranged to work on legal holidays, Party B shall be paid with the wage which is not less than 300% of the wage of Party B. Article 16 If Party A undergoes any shutdown, halt of production or close down for not more than one (1) month for reasons that are unrelated to Party B, then Party A shall pay wages to Party B as per the wage standard agreed upon hereunder; if such scenarios persist more than one (1) month and Party A does not arrange any work for Party B, then Party A shall pay Party B living expenses no less than the standard of local unemployment insurance benefits. Article 17 Where Party A extends the working hours of Party B, then Party B shall be given compensatory leave of an equivalent number of hours or overtime wages for the extended hours. Article 18 Party B shall enjoy annual leave, home leave, funeral leave, etc. according to the law and Party A shall pay all wages as per applicable national and local regulations or the standards agreed upon hereunder. 6. Social insurance and welfare Article 19 Party A shall pay for Party B the insurance premium covering retirement, medical, unemployment, work-related injuries, maternity and other social insurance in accordance with applicable national and local laws, regulations and polices relating to social insurance. For the portion of insurance premium payable by an individual, Party A may withhold the amount from Party's salary before such payment. In the event of cancellation or termination of this Contract by the parties thereto, Party A shall handle the transfer of personal files and social insurance for Party B. Article 20 The medical treatment benefits available to Party B who suffers diseases or non-work-related injuries shall be dealt with according to applicable national and local policies. Article 21 The treatment of work-related injuries available to Party B shall be dealt with according to applicable national and local policies. Article 22 [omitted] Article 23 Party A shall provide Party B with the following welfare benefits: as per the company's rules and regulations. 7. Labor disciplines, rules and regulations Article 24 Party A shall make public and notify Party B of all rules and regulations formulated by it according to the law. Article 25 Party B shall strictly abide by the rules and regulations formulated by Party A, complete work tasks, improve professional skills, enforce labor safety and sanitation regulations and comply with labor disciplines and professional ethics. Article 26 If Party B violates any labor disciplines, Party A may impose relevant administrative resolution, administrative sanction, economic punishment up until termination of the contract. 8. Amendment, termination and renewal of the contract Article 27 In the event the objective circumstances relied on at the time of the conclusion of the employment contract have materially changed, making performance thereof impossible, both Parties shall negotiate to amend the relevant provisions hereof. Article 28 The Contract can be rescinded upon mutual agreement between both Parties. Article 29 Party A may terminate the Contract if Party B (i) failed to satisfy the recruitment requirement of Party A during the probationary period, (ii) seriously violated the Party A's rules and policies, (iii) simultaneously had an employment relationship with another Employer, seriously affecting the completion of his/her work tasks with the Employer, or, after having the same mentioned to him/her by the Employer, he/she refused to rectify the matter; (v)used means such as deceit, or took advantage of the Party A's plight, to cause it to conclude an employment contract or amend the same in a manner contrary to its true intent; (vi) has criminal liability pursued against him/her in accordance with the law. Article 30 In the following circumstance, Party A may nullify the Contract by sending a 30 days prior written notice or paying one month salary to Party B: (i) Party B has fallen ill or has sustained off-duty injury and cannot engage in the original work or cannot or is not willing to engage in any other work assigned by Party A to him upon the conclusion of his medical treatment; (ii) Party B has been incapable of doing his job and remains incapable of doing so after receiving training or being transferred to another post, and refused to accept the arrangement; (iii) Both parties fail to reach agreement as to the amendment to the Contract according to article 27. Article 31 If Party A is in a period of statutory reorganization due to its imminent bankruptcy or encounters major difficulties in its operations, it shall inform the trade union or all workers of the situation thirty (30) days in advance, hear the opinions of the trade union or all workers, and report to the labor and social security authority before rescinding the Agreement。 Article 32 Party A shall not nullify this Contract in accordance with article 30 and article 31 in any of the following situations: (1) Party B is engaged in operations that would expose him to occupational disease hazards and has not undergone an occupational health check-up before leaving work, or is suspected of having contracted an occupational disease and is being diagnosed or under medical observation; (2) Party B suffers from an occupational disease or has sustained work-related injury and has been determined to be disabled; (3) Party B suffers from an illness or non-work-related injury and the proscribed time period of medical treatment has not expired; (4) Party B, in case of a female employee, is in her pregnancy, confinement or nursing period; (5) Party B has been working for the employer for 15 or more consecutive years and is less than 5 years away from the statutory age for his retirement; (6) Party B acts as and is performing his duty of collective bargaining representative; (7) other circumstances as set forth by laws. Article 33 In any of the following situations, Party B may terminate this Contract at any time and Party A shall pay the remuneration and social insurance contribution as required by law: (i) Party A fails to provide work protection or working conditions in accordance with the employment contract; (ii) Party A fails to pay labour compensation on time and in full; (iii) Party A fails to pay social insurance premiums for Party B in accordance with the law; (iv) the rules of Party A violate laws or regulations, harming the rights and interests of Party B; (v) Party A is in any of the circumstances as described in article 26 of the Labor Contract Law of the PRC, which makes the Contract invalid; (vi) other circumstances under which Party B can terminate the Contract according to the applicable laws. Article 34 Party B shall terminate the Contract by sending a 30 days prior written notice to Party A. Article 35 The Contract shall terminate automatically upon its expiration. The Contract can also be renewed by mutual agreement between both Parties. Article 36 In the event that both Parties still maintain the employment relationship upon expiration of this Contract, both Parties shall renew the Contract in a timely manner. In the event that both Parties fail to reach agreement upon the term of the renewed Contract, such new or renewed contract shall be valid at least for a period of 60 months as of the date of execution. If Party B satisfies the conditions for an open-ended contract, Party A shall execute such open-ended contract with Party B. Article 37 The Contract, in case of open-ended contract, shall terminate upon occurrence of any statutory termination conditions or any termination conditions as agreed upon between both Parties. 9. Severance pay and economic compensation Article 38 In the event that Party A fails to pay remuneration in full in a timely manner or does not pay for overtime work according to any provisions hereunder or national rules and regulations, apart from full payment of remuneration within designated timeframe, Party A shall also pay a compensation more than 50% but less than 100% of the amounts payable. Where the rate of remuneration paid by Party A is less than the local minimum salary, then it shall top up the portion of the amount less than the local minimum salary and further pay a compensation more than 10% but less than 100% of the amounts payable. Article 39 If Party A terminates this Contract, except to the extent set forth in Article 29 hereunder, Party shall pay Party B severance pay in accordance with Article 47 of the Employment Contract Law of the People's Republic of China. Article 40 In cases where Party B's termination of this Contract in violation of said regulations or provisions agreed upon hereunder has caused losses to Party A, then Party B shall compensate the losses sustained by Party A as follows: (a) the training fee and recruitment costs paid for it by Party A; (B) direct economic losses in respect of the production, management and business of Party A; (c) other costs and expenses subject to compensation as agreed upon hereunder. 10. Liability for breach of contract Article 41 The liability for any breach of contract by whichever party hereto shall be dealt with according to the Contract Law and relevant rules of the company. 11. Other matters agreed upon by parties hereto Article 42 _____[none]_________________________________ 2. Labor dispute settlement Once a labor dispute occurs, the parties hereto may apply to the labor dispute mediation committee of the employer for mediation; if it cannot be settled through mediation and a party hereto requests arbitration, then the dispute shall be submitted within sixty (60) days of the date of such dispute to a labor dispute arbitration committee for arbitration. Any party hereto may also directly apply to a labor dispute arbitration committee for arbitration. The party who objects to the ruling of the committee may lodge the case before a people's court. 13. Miscellaneous Article 43 The following agreement for special purposes and the rules and regulations are provided as the attachments hereto and shall have equal legal effect. Article 44 The parties hereto may settle through negotiation all matters that are not covered hereunder; matters in disagreement with any future national laws or administrative regulations shall be dealt with in accordance therewith. Article 45 This Contract is made in two copies, one for each. Article 46 Party B hereby confirms the following address as the address for service of all document and instruments relating to employment relations. Party B shall notify in writing Party A of any change of the address in a timely manner. 黑黑 龙龙 江鑫达企 江鑫达企 业业 集集 团团 有限公司雇用 有限公司雇用 备备 忘忘 录录 Exhibit 10.21 Heilongjiang Xinda Enterprise Group Company Limited Employment Memorandum _马俊杰_(员工)与黑龙江鑫达企业集团有限公司(公司)(一个中国成立的公司)于2011年12月31日签署生效的雇用备忘录. 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. 鉴鉴 于于 公司聘用员工，因此提出此备忘录. 服务条款于下. WHEREAS, the employee is employed by the company, therefore it is proposed the memorandum. The service terms are as follows. 鉴鉴 于于 员工愿意帮公司服务, 条款条件于下. WHEREAS, employee is willing to provide service to the company, and the provisions and conditions are as follows. 因此因此 , 双方的承诺必须在友好和互惠的前提下考虑, 且必须有合理合法的认知, 双方同意于下: THEREFORE，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, 员工接受公司的雇用, 双方都须遵照此备忘录. The company agrees to employ the employee, and the employee accepts the company’s employment. Both parties must comply with the memorandum. 2 薪薪 资资 和福利和福利 Compensation and Benefits a. 基本工基本工 资资 -聘用期间公司同意为员工对公司与公司子公司的服务支付薪资64000元人民币每月. 每年结束或者接近结束时， 公司可以按照公司相应规定决定薪 酬待遇的调整. Basic Salary-the company agrees to pay the employee a monthly salary of RMB 64000 for his service to the company and its subsidiaries. At the end of each year or approaching to the annual ending, the company may determine salary adjustment according to related regulations. b．年度年度 奖奖 励工励工 资资 -标准为一年768000元人民币，根据员工全年目标完成情况，按公司薪酬管理制度规定的核算方式及时间进行核算及支付。 Annual award Salary- the standard is RMB768000 per year, which amount is subject to the achievement of the corresponding year’s performance goals. The calculation and payment of the year’s performance-based salary are based on accounting method and time set forth in the company’s compensation management policy. c ．福利福利 - 公司还将在执行者任职期间按公司规定提供医疗保险、养老保险、失业保险、工伤保险、生育保险、住房公积金、带薪培训福利。执行者将每年有两周 的带薪假期并且按照公司的政策，因私人原因获得合理数量的其他休假日。 Welfares-company will provide medical insurance, endowment insurance, unemployment insurance, work-related injury insurance, maternity insurance, housing fund, paid training for the employee during the employment period. The employee will have two weeks paid holiday and according to company’s policy, the employee may get other reasonable holidays due to personal reasons. d．股股 /期期 权奖权奖 励励 – 有公司薪酬委员会决定，员工每年可享有一定股权和期权奖励。具体条款将根据薪酬委员会决议和股权、期权发行协议制约。 Share /option awards- determined by company’s compensation committee that employees may enjoy certain stock equity and option awards. Specific terms will subject to the resolution of compensation committee and the issuance agreement of stock equity and option. 黑黑 龙龙 江鑫达企 有限公司 江鑫达企 业业 集集 团团 有限公司 Heilongjiang Xinda Enterprise Group Company Limited 员员 工工 Employee 签字: _____________________________ BY: Seal 姓名:____________________________ NAME: 日期:_____________________________ DATE: 签字:______________________ BY: /s/ Junjie Ma 姓名: _____________________ NAME: Junjie Ma 日期: _________________ DATE: CHINA XD PLASTICS COMPANY LIMITED CODE OF BUSINESS CONDUCT Exhibit 14.1 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 and the community at large. The Company has provided this code as a guide and expects that each employee, officer and director of the Company will use its principles of ethical conduct as a foundation for behavior. COMPANY ASSETS Electronic Communication resources By using any of the Company’s electronic equipment or systems or by accessing the Internet or any Company intranet using a Company sign-on ID or any computer equipment or systems, an employee, officer or director of the Company acknowledges that he or she represents the Company and agrees to comply with the Company’s policies regarding their use. The Company provides electronic equipment and systems, including Internet and intranet services, for business-related activities. Consequently, the Company’s employees, officers and directors generally should use such equipment and systems to further the business interests of the Company and only in a manner that maintains the reputation and image of the Company. Limited personal use of the recourses is authorized so long as such use is: ● Occasional; ● Of reasonable duration; ● Does not adversely affect performance; ● Does not violate any applicable laws or compromise intellectual property rights; and ● Is not otherwise prohibited by Company policy. The following are examples of activities that are prohibited and may result in disciplinary action, up to and including termination. They include, but are not limited to: ● Breaking into or attempting to break into any computer system, inside or outside of the Company; ● Accessing the files or communications of others without appropriate authorization; ● Sending or posting sensitive materials without an appropriate level or encryption or other security measures; ● Sending chain letters; ● Sending copies of documents, software or graphics that violate copyright laws; ● General advertising or listing for personal benefit; ● Communications that are addressed to another user in any manner that could reasonably cause him or her distress, embarrassment, or unwarranted attention, as this may constitute harassment; ● Personal attacks, including, without limitation, attacks based on race, color, sex, gender, sexual orientation, national origin, ancestry, age, disability, veteran status or any other factors prohibited by law; ● Browsing, retrieval, display or distribution of vulgar, offensive or inflammatory language, material or images, including, without limitation, sexually explicit materials, language or pictures; ● Placing or posting work-related information or any personal web pages or in any Internet communication; ● Downloading, saving, or transmitting the Company’s data to any non-company owned device or media; ● Engaging in any illegal activity; or ● Sending messages that adversely affect the reputation of the Company or its customers, vendors or competitors. Protection of Company Assets The Company assets, such as information, material, supplies, time, intellectual property, software, hardware and facilities, among other property, are valuable resources owned, licensed, or otherwise belonging to the Company. Safeguarding Company assets is the responsibility of all employees, officers and directors. All Company assets should be used for legitimate business purposes only and the personal use of Company assets without permission is prohibited. Employee Innovations The Company owns any and all the intellectual property created by employees and officers of the Company during their term of employment and relating in any way to the employee’s or officer’s work or the business of the Company. Employees and officers are expected to execute all documents necessary to assist the Company in securing rights to any and all intellectual property. Embezzlement, Theft and Misapplication of Funds The Company holds each employee, officer and director responsible for maintaining accurate records. Anyone who embezzles, steals, or willfully misappropriates any funds, credits or real property of the Company will be subject to disciplinary action by the Company and legal action. Corporate Behavior The basic principles of the Company’s corporate conduct can be simply stated: ● The Company does not cause or tolerate any violation of law or regulation in the conduct of its business or related activities. ● The Company provides pertinent information to authorized auditors or regulatory agencies, and discloses, on a timely basis, information required for judging the soundness of its condition and its merits as an investment. ● The Company maintains and upholds standards and procedures that are designed to safeguard the legitimate confidentiality of information pertaining to employees and customers. ● The Company endeavors to deal fairly and in good faith with its customers, suppliers, competitors, employees and regulators. EMPLOYEE, OFFICER AND DIRECTOR BEHAVIOR Confidentiality Information Employees, officers and directors of the Company must maintain the confidentiality of information to which they are entrusted by the Company, its business partners, suppliers, customers or others related to the Company’s business. This obligation survives the termination of an employee’s, officer’s or director’s relationship with the Company. Such information must not be disclosed to others, except when disclosure, is authorized by the Company or legally mandated. Examples of confidential information include, but are not limited to: ● Current or prospective customers’ or employees’ business relationships; ● Company policies, objectives, goals or strategies; ● Lists of clients, customers or vendors; ● Employee records; ● Training materials, bulletins and similar documents; ● Contracts to which the Company is a party; and ● Any other non-public information that might be of use to competitors or harmful to the Company, its business partners, suppliers or customers, if disclosed. Any work assignment completed for the Company at any location is also confidential information and is the property of the Company unless other contractual arrangement has been made. Employee Privacy The Company restricts access to employee records. This includes personnel records, payroll records, benefit plans and medical records. Access to these records is limited to those who have a legal or business need to know. Care should be taken by all persons who have access to the personnel, payroll or medical information of other employees to keep that information confidential. Conflict of Interest As an employee, officer or director of the Company, you have a duty of loyalty to the Company and must, therefore, avoid any actual or apparent conflict of interest with the Company. Employees, officers and directors must not use their position for private gain, to advance personal interests, or to obtain favors or benefits for themselves, members of their families, or any other individuals, corporations or business entities. A conflict situation can arise when an employee, officer or director takes an action or has an interest that my make it difficult for him or her to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee, officer or director or a member of his or her family receives improper personal benefits as a result of such employee’s, officer’s or director’s position with the Company. If such a situation arises, an employee or officer should immediately report the circumstances to their supervisor. Executive officers and directors should report any such circumstances to the Board of Director of the Company. Employees, officers and directors of the Company may not: Corporate Opportunities ● Take for himself or herself personally opportunities that are discovered through the use of Company property, information or position; ● Use Company property, information or position for personal gain; or ● Compete with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Regulatory Compliance Being factual and truthful is important in all communications with others. If an employee, officer or director interacts with any government agency or auditor, he or she should deal strictly with factual information. U.S. federal law provides for severe penalties for anyone who endeavors to influence, obstruct or impede federal auditors or investigators in the performance of their official duties with the intent to deceive or defraud. Fraud Employees, officers and directors of the Company must not engage in fraudulent conduct. Fraud includes deliberately practiced deception, whether by words, conduct, false or misleading allegations, or by concealment, to secure unfair or unlawful gain. Fraud covers both express and implied representations of fact, and may be written or oral. Security Practices To help ensure a safe and secure environment, the Company reserves the right to take certain actions to protect employees, customers, suppliers and the Company, including property and premises. These actions, in accordance with applicable law, include routinely recording, monitoring, conducting surveillance, inspect and/or reviewing Internet, e- mail and intranet usage. These actions are recognized as essential elements of good security practices for customers and employees. Authorized Company personnel, including security, human resource, compliance, legal and internal audit, may use these practices to uncover any activity that may jeopardize the security or integrity of the Company’s information or information systems, and any activity that is illegal, impermissible or inappropriate. These policies apply whether employees are accessing tools available while in the workplace, or when working from home or other remote locations. Screening and Background Checks In addition to pre-employment background checks that include past employment, criminal, drug, credit and driving records, the Company reserves the right to use its discretion to periodically run background and screening checks during the course of employment. These actions are considered reasonable efforts necessary to ensure the safety and security of employees and customers, by ensuring that the Company does not permit employment of individuals who have engaged in illegal activities or other conduct inconsistent with an effective compliance and ethics program. Drug Free Workplace and Alcohol Use The Company strives to provide a safe productive environment for its employees. This includes a workplace free of the problems associated with the use of illegal drugs and unauthorized alcohol. Substance abuse subjects the Company to unacceptable risk for workplace accidents, errors or other failures that would undermine the Company’s ability to operate effectively and efficiently. Therefore, to maintain a drug-free workplace, the presence or use of illegal drugs or use of unauthorized alcohol on premises is not tolerated. Employment of Relatives or Persons Having Close Personal Relationships The Company restricts the employment of relatives or other persons with whom a current employee, officer or director has a close personal relationship. To minimize security risks and avoid conflicts, family members or others with close personal relationships should not work in the same Company unit or physical location, or in positions where one may supervise another, have influence over performance and/or compensation of another, that involve a chain of custody or approval authority with respect to another and/or that involve a workplace relationship that would create a conflict of interest or the appearance of a conflict of interest with another. Managers should not have personal relationships with subordinates or anyone in their reporting chain. In addition, generally the Company will not employ the relatives of human resource staff, senior officers, or members of the corporate board of directors, in any capacity. Management has the discretion to determine whether a personal relationship may interfere with the performance of a current employee, the operation of the Company and/or would result in a conflict of interest. Gifts and Gratuities Generally, employees, officers and directors should not accept things of value form third parties in connection with Company business. Employees, officers and directors may accept from third party meals, refreshments, travel arrangements or accommodations or entertainment, all of reasonable value, in the course of a meeting or similar function, the purpose of which is to hold bona fide business discussions or to foster better business relations. Employees, officers and directors of the Company may also accept from a third party advertising or promotional material or nominal value, such as office supplies, discounts or rebates on merchandise or services that do not exceed those available to other customers of the third party, and gifts of modest value that are relatively commonly recognized events or occasions. Gifts of cash in any amount are expressly prohibited. Employees, officers and directors may not, on behalf of the Company, directly or indirectly give, offer or promise anything of value to any individual, business entity, organization or any other person for the purpose of influence the actions of the recipient. This standard of conduct is not intended to prohibit normal business practices such as providing meals, entertainment, tickets for cultural or sporting events, promotional gifts, discounts, price concessions, gifts given as tokens of friendship or special occasions so long as they are of nominal and reasonable value under the circumstances and promote the Company’s legitimate business interests. Harassment and Discrimination The Company is committed to maintaining a workplace free of unlawful harassment and discrimination. The Company considers such behavior unacceptable and will not tolerate any violation of this policy. Inside Information It is the Company’s goal and policy to protect shareholder investments through strict enforcement of the prohibition against insider trading set forth in the federal securities law and regulations. No director, officer or employee may buy or sell, or tip others to buy or sell Company securities or the publicly-traded securities of a competitor, customer or supplier when in possession of "material non-public information” regarding the Company, such competitor, such customer or such supplier, as the case may be. Insider trading is both unethical and illegal and will be dealt with firmly. "Material non-public information” includes, but is not limited to, information about the Company or its business that is not available to the public at large which would be important to an investor in making a decision to buy, sell or retain a stock. Common examples of this type of information includes, but is not limited to: projections of future earnings or losses, news of a pending or proposed merger or acquisition, news of a significant sale of assets or the disposition of a subsidiary, news regarding an significant current or prospective customer, the declaration of a stock split or the offering of additional stock, significant changes in management, significant new products and impending financial liquidity problems. It should be noted that either positive or negative information might be material. This statement is just an overview of our policy on Inside Information. Officers, directors and employees should refer to the "China XD Plastics Company Limited’s Statement of Policy on Insider Trading” for the complete policy surrounding this issue. Internal Control Periodic assessments of the Company’s internal controls will be made by management, the internal auditors, external auditors and other internal review functions and/or regulatory agencies. All of the Company’s employees are expected to provide timely and accurate information during any such assessments of the control environment. Outside Activities Activities outside of the employment activities of an employee or officer should not compete or conflict with the activities of the Company. These activities should not involve any use of Company equipment, supplies or facilities, imply the Company’s sponsorship or support or adversely affect the Company’s reputation. Employees and officers are encouraged to participate in worthwhile civic, educational and charitable organizations and activities; however, every effort should be made to perform those activities during non-work hours. When schedule conflicts occur, advance arrangements must be made and approval obtained from one’s immediate supervisor. As private citizens, employees, officers and directors of the Company are free to petition or otherwise contact the government on any issue. However, unless authorized, employees, officers and directors may not purport to represent the Company when contacting any branch of government at any level. Non Work-Related Activities in the Workplace Staying focused on providing the best service to our customers is our top priority. The following guidelines help preserve the nature of our workforce: ● Distribution of literature by employees is not allowed on Company premises during work time or in the work area. ● Solicitation (the practice of petitioning or pleading for a cause) by employees is not allowed during business hours. ● Solicitation and distribution by third parties is not allowed on Company premises at any time. ● Literature, notices or other material of any kind may not be posted on bulletin boards, other than materials submitted to and approved by the Company’s human resources department. ● These guidelines do not apply to Company sponsored charitable events and efforts. Relationship with the Media Employees should refer all questions or requests for information from reporters or other media representatives to the Company’s CEO to ensure consistency and accuracy of information. Use of corporate Name and Letterhead The Company or any of its affiliates’ names, logos, trademarks, copyrights or corporate letterheads may not be used for any purpose other than in the normal course of official company business, unless specifically approved by the CEO. No employee, officer or director may use the Company’s name in the internet address (URL) of a personal web page. Workplace Violence/Statement of Respect The Company strives to provide a safe work environment that is conducive to quality customer service, good morale and a high level of productivity. Employees, officers and directors are expected to treat fellow employees, officers, directors, customers and vendors with courtesy and to resolve any difference in a professional, non-abusive and non- threatening manner. Employees, officers and directors are responsible for their behavior and for understanding how others may perceive their conduct in the workplace. Disruptive, unruly or abusive behavior by employees, officers and directors in the workplace or at Company sponsored events will not be tolerated. Inappropriate conduct includes verbal or physical threats, fights, obscene or intimidating language and behavior, as well as any other abusive conduct. The possession of firearms or other weapons on or in all premises or property owned, operated, managed or controlled by the Company is prohibited. Employees are to report any threats or incidence of violence to their managers or to human resources. Employees, officers or directors who witness or are involved in a situation where danger is imminent should call the appropriate authorities and then contact internal resources as appropriate. Compliance with Laws, Rules and Regulations The Company’s employees, officers and directors are subject to numerous laws, rules and regulations, only some of which are specifically addressed in this code. The Company’s employees, officers and directors are encouraged to become reasonably informed and to comply with the laws, rules and regulations applicable to you, whether or not they are addressed in this code. Disclosure in Documents Filed with the Securities and Exchange Commission and Other Public Communications of the Company As officers and directors of a publicly traded company, the Company’s officers and directors are responsible for establishing, maintaining and periodically evaluating disclosure controls and procedures designed to reasonably ensure full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to the Securities and Exchange Commission or otherwise disclosed to the public. Officers and directors of the Company must promptly bring to the attention of the Audit Committee and the Company’s counsel, Mark Crone of Crone Rozynko, LLP, any information they may have concerning significant deficiencies in, or in violations of, such disclosure controls and procedures. Discipline Discipline will be promptly and consistently applied to serve as notice that there are serious consequences for intentional wrongdoing and to demonstrate that the Company is committed to integrity as an integral part of our culture. The Company believes that application of discipline for a violation of our ethics standards should be prompt and must be appropriate. Therefore, the Company will weigh all mitigating and aggravating circumstances, including whether the violation was intentional or inadvertent, the extent of the likely damage to the Company an its shareholders resulting from the violation and whether the offending person has committed previous violations of this code or other Company policy concerning ethical behavior. Application and Waiver Executive officers may waive this code of non-officer employees of the Company. Any waiver of this code for officers or directors of the Company may be made by the Board of Directors or a committee of the board of directors of the Company to which such authority has been delegated. Any waiver of this code for officers of the Company will be promptly disclosed to the shareholders of the Company. Officers of the Company must promptly report to the Audit Committee and the Company’s counsel any waiver of this code for any other officer, explicitly or implicitly granted by the Company, and any violation of this code by an officer. Communication with Audit Committee The Company encourages its officers to engage in active and open dialogue with the Audit Committee and to discuss with the Audit Committee any concerns or suggestions that officers may have regarding the Company’s disclosure controls and reporting procedures. Adopted: June 27, 2009 ACKNOWLEDGEMENT OF RECEIPT OF THE CHINA XD PLASTICS COMPANY LIMITED CODE OF CONDUCT I have received and read the China XD Plastics Company Limited Code of Conduct (the "Code of Conduct”). I understand the standards and policies contained in this Code of Conduct and understand that there may be additional policies or laws specific to my job. I agree to comply with this Code of Conduct and any such additional specific policies or laws. If I have questions concerning the meaning or application of this Code of Conduct, any policies of the China XD Plastics Company Limited (the "Company”) or legal and regulatory requirements applicable to the Company or my position within the Company, I will consult my supervisor and/or an appropriate representative of the Company, knowing that my questions or reports to these sources will be maintained in confidence. I understand and acknowledge that I may report violations of the Code of Conduct to the CEO and the Company’s counsel /s/ Jie Han Signature Jie Han Print name of Director, Officer or Employee March 26, 2012 Date Exhibit 21.1 CHINA XD PLASTICS COMPANY LIMITED List of Subsidiaries Company Name Favor Sea (US) Inc. Favor Sea Limited Hong Kong Engineering Plastics Company Limited Harbin Xinda Macromolecule Material Co., Ltd. Harbin Xinda Macromolecule Materials Research Center Co., Ltd. Harbin Xinda Macromolecule Material Engineering Center Co., Ltd. Heilongjiang Xinda Software Development Co., Ltd. Harbin Xinda Macromolecule Materials Testing Technical Co., Ltd Harbin Meiyuan Enterprise Management Service Company Limited U.S. China XD Plastics Company Limited Harbin Representative Office Heilongjiang Xinda Enterprise Group Technology Center Company Limited Heilongjiang Xinda Enterprise Group Company Limited Haikou Xinda Plastics New Materials Company Limited Haikou Xinda Plastics New Materials Enterprise Technical Center Company Limited Haikou Xinda Software Development Company Limited Harbin Xinda Plastics Material Research Center Company Limited Hong Kong Engineering Plastics Company Limited Harbin Representative Office Jurisdiction of Incorporation New York, United States of America British Virgin Islands Hong Kong People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China Exhibit 23.1 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 We consent to the incorporation by reference in the Registration Statement on Form S-3 (File No. 333-167423) and the Registration Statement on Form S-3 (File No. 333-164027), as amended, of China XD Plastics Company Limited (the "Company”) of our report dated March 31, 2011 (except for note 19, as to which the date is March 26, 2012) relating to the consolidated financial statements of the Company as of December 31, 2010 and for the year ended December 31, 2010, appearing in this Annual Report on Form 10-K of the Company for the year ended December 31, 2011 filed with the Securities and Exchange Commission on or about March 26, 2012. Yours faithfully, /s/ Moore Stephens Certified Public Accountants Hong Kong Exhibit 23.2 The Board of Directors China XD Plastics Company Limited: Consent of Independent Registered Public Accounting Firm 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 Limited and subsidiaries as of December 31, 2011, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the year then ended, which report appears in the December 31, 2011 annual report on Form 10-K of China XD Plastics Company Limited. /s/ KPMG Hong Kong, China March 26, 2012 Exhibit 31.1 I, Jie Han, the Chief Executive Officer of the registrant, certify that: CERTIFICATION (1) (2) (3) (4) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2011. 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 which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 26, 2012 /s/ Jie Han Name: Title: Jie Han Chief Executive Officer (Principal Executive Officer)  Exhibit 31.2 I, Taylor Zhang, the Chief Financial Officer of the registrant, certify that: CERTIFICATION (1) (2) (3) (4) I have reviewed this Annual Report on Form 10-K of China XD Plastics Company Limited, for the year ended December 31, 2011. 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 which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. b. c. d. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and (5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions): a. b. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: March 26, 2012 /s/ Taylor Zhang Name: Taylor Zhang Title: Chief Financial Officer (Principal Financial and Accounting Officer)  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES - OXLEY ACT OF 2002 Exhibit 32.1 In connection with the Annual Report of China XD Plastics Company Limited (the "Company”), on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission ("SEC”) on the date hereof (the "Report”), each of the undersigned, Jie Han, Chief Executive Officer of the Company and Taylor Zhang, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) the Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jie Han Name: Title: Jie Han Chief Executive Officer (Principal Executive Officer) March 26, 2012 /s/ Taylor Zhang Name: Taylor Zhang Title: Chief Financial Officer (Principal Financial and Accounting Officer) March 26, 2012 

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