Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2012, Mr. Robert L. Brisotti entered into a Separation Agreement and General Release (the "Separation Agreement") with China XD Plastics Company Limited (the "Company"), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. Pursuant to the Separation Agreement, Mr. Brisotti resigned from his positions with the Company as an independent director and as a member of the Audit Committee, the Compensation Committee and the Nominating Committee, respectively, of the Board of Directors of the Company (the "Board"), effective October 4, 2012 (the "Resignation Date"). Pursuant to the Separation Agreement, Mr. Brisotti is entitled to a monthly service fee of US$5,000 for the period from September 18, 2012 to the Resignation Date and an annual retainer consisting of restricted shares of common stock of the Company equal to US$50,000 for his services rendered to the Company from January 1, 2012 to the Resignation Date.

There were no disagreements between Mr. Brisotti and the Company on any matter relating to the Company's operations, policies or practices which resulted in his resignation.

On October 4, 2012, Mr. Brisotti entered into a Consulting Agreement with the Company, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. Pursuant to the Consulting Agreement, Mr. Brisotti remains as an consultant to the Company for a period of six months starting from October 4, 2012. Mr. Brisotti is entitled to a monthly service fee for US$5,000 during the period of this Consulting Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Separation Agreement and General Release dated September 18, 2012.
10.2 Consulting Agreement dated October 4, 2012.

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