Edgar Filing: China XD Plastics Co Ltd

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

XD Engineering Plastics Co Ltd

2. Issuer Name and Ticker or Trading Symbol
China XD Plastics Co Ltd [CXDC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

PO BOX 957, OFFSHORE, INCORPORATIONS CTR ROAD TOWN

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2011

(Street)

TORTOLA, D8 00000

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock of par value $0.0001	09/28/2011		J		16,000,000 ⁽¹⁾	D	$ 0	24,382,598	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
XD Engineering Plastics Co Ltd PO BOX 957, OFFSHORE INCORPORATIONS CTR ROAD TOWN TORTOLA, D8 00000		X

Signatures

/s/ Jie HAN, Director, on behalf of XD. Engineering Plastics Co Ltd		09/28/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to a Securities Purchase Agreement (the "SPA") entered into by and between XD Plastics Company Limited (the "Issuer"), MSPEA Modified Plastics Holding Limited (the "Purchaser"), Jie HAN, and the Reporting Person on August 15, 2011, the Reporting Person entered into a Share Pledge Agreement with the Purchaser on September 28, 2011. Pursuant to the Share Pledge Agreement, the Reporting Person pledged 16,000,000 shares of common stock of the Issuer that it holds (the "Pledged Shares") to the Purchaser to secure certain obligations of the Issuer, Jie HAN, and the Reporting Person itself under the SPA (the "Secured Obligations"). The Reporting Person may not transfer or otherwise dispose of the Pledged Shares without the prior written consent of the Purchaser until satisfaction in full of the Secured Obligations. No price was paid for the Pledged Shares by the Purchaser.

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