Exhibit 31.2

Form
of 302 Certification for Annual Report on Form 10-K

I,
Jie Han, certify that:

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| | ---------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | I have reviewed this Form 10-K of China XD Plastics Company
  Limited;
| |                                                                       
| | 1.                                                                     | 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;                             
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                
| | 2.                                                                     | 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;                                                  
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                
| | 3.                                                                     | The registrants other certifying officer(s) 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.                                                                                                                                                                                                                                                                                                                                              | 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;         
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                        | b.                                                                                                                                                                                                                                                                                                                                              | 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;                  
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                        | c.                                                                                                                                                                                                                                                                                                                                              | 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                                                                                                        
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                        | d.                                                                                                                                                                                                                                                                                                                                              | Disclosed in this report any change in the registrants internal
  control over financial reporting that occurred during the registrants most
  recent fiscal quarter (the registrants fourth fiscal quarter in the case of
  an annual report) that has materially affected, or is reasonably likely to
  materially affect, the registrants internal control over financial
  reporting; and
|
| | 4.                                                                     | 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.                                                                                                                                                                                                                                                                                                                                              | 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                                                                                                                  
| |                                                                        |                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                        | b.                                                                                                                                                                                                                                                                                                                                              | 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.                                                                                                                                                                                                                   

|                      |                                             
|--------------------- | --------------------------------------------
|Dated: March 23, 2009 |                                             
|                      | /s/ Jie Han                                 
|                      |                                             
|                      | Jie Han                                     
|                      | Chief Financial Officer                     
|                      | (Principal Financial and Accounting Officer)

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