Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 4, 2012, Mr. Robert L. Brisotti resigned from his position 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 China XD Plastics Company Limited (the "Company") , effective immediately. Listing Rule 5605(c)(2)(A) of The NASDAQ Stock Market (the "NASDAQ") requires that each listed company must have an audit committee of at least three members, each of whom, among other requirements, must be an independent director and meet the criteria for independence set forth in Rule 10A-3(b) under the Securities Exchange Act of 1934, as amended. After Mr. Brisotti's resignation, the Audit Committee currently consists of two members, both of whom are independent directors. On October 11, 2012, the Company received a letter from NASDAQ acknowledging that the Company no longer complies with the minimum size audit committee requirements as set forth in Listing Rule 5605(c)(2)(A) . The letter also confirmed the Company's opportunity to regain compliance within the cure period provided in Listing Rule 5605(c)(4).

The Company has begun a search for a new independent director to fill the vacancy on the Audit Committee within the cure period provided in Listing Rule 5605(c)(4) of NASDAQ. The cure period is the earlier of the Company's next annual shareholders' meeting or October 4, 2013, provided however that in the event that the next annual shareholders' meeting is held before April 2, 2013, then the cure period shall run until April 2, 2013.

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