On December 10, 2010, China Shengda Packaging Group Inc. (the "Company"), together with China Seed Ventures, L.P. (the "Selling Stockholder"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc. as representative of the several underwriters named therein (collectively, the "Underwriters"), relating to the underwritten public offering of an aggregate of 8,145,631 shares (the "Shares") of the Company’s common stock, par value $0.001 per share (the "Common Stock"), of which 8,000,000 shares are to be issued and sold by the Company and 145,631 shares are to be sold by the Selling Stockholder, at a public offering price of $4.00 per share. The net proceeds to the Company from the sale of the Shares to be issued and sold by the Company are expected to be approximately $28.9 million, after deducting underwriting discounts and commissions of $0.22 per share and estimated offering expenses payable by the Company, assuming no exercise by the Underwriters of their option to purchase up to an additional 1,200,000 shares of Common Stock to cover over-allotments, if any. The Company will not receive any of the proceeds from the sale of Shares by the Selling Stockholder.

The Shares were registered by the Company under a registration statement on Form S-1, Registration Number 333-168370 (the "Registration Statement"), originally filed on July 29, 2010, subsequently amended, and declared effective on December 9, 2010.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties, and termination provisions.