[Page Incorporation by Reference 2 Risk Factor Update 2 8 The risk factors set forth below supplement and update certain risk factors in the discussion of material risks in Item 3.D of our Annual Report on Form 20-F for the fiscal year ended December 31, 2009. Additional risks and uncertainties not currently known to us, or that we currently deem]
[RISK FACTORS 1 7 USE OF PROCEEDS 9 PRICE HISTORY OF OUR ADSs 10 11 SELLING SHAREHOLDER 12 PLAN OF DISTRIBUTION 13 ENFORCEMENT OF CIVIL LIABILITIES 15 EXPENSES RELATED TO THIS OFFERING 16]
[RISK FACTORS 1 7 USE OF PROCEEDS 9 PRICE HISTORY OF OUR ADSs 10 11 SELLING SHAREHOLDER 12 PLAN OF DISTRIBUTION 13 ENFORCEMENT OF CIVIL LIABILITIES 15 EXPENSES RELATED TO THIS OFFERING 16]
[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 4,182,892 Item 8: 0 Item 9: 4,182,892 Item 11: 2.770% Item 12: HC Cusip #98417P923 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 4,182,892 Item 8: 0 Item 9: 4,182,892 Item 11: 2.770%]
[Page Incorporation by Reference 2 3 4]
[Page Incorporation by Reference 2 3 4]
[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 4,182,892 Item 8: 0 Item 9: 4,182,892 Item 11: 2.770% Item 12: HC Cusip #98417P923 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 4,182,892 Item 8: 0 Item 9: 4,182,892 Item 11: 2.770%]
[] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yong Zhang, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Gurnee, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Yong Zhang Chairman and Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Thomas Gurnee Director and Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form F-3 No.333-160518 and Form S-8 No.333-152637) of Xinyuan Real Estate Co., Ltd. and the related Prospectuses of our report dated March 31, 2010, with respect to the effectiveness of internal control over financial reporting of Xinyuan Real Estate Co., Ltd. included]
[] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yong Zhang, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Gurnee, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Yong Zhang Chairman and Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Thomas Gurnee Director and Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form F-3 No.333-160518 and Form S-8 No.333-152637) of Xinyuan Real Estate Co., Ltd. and the related Prospectuses of our report dated March 31, 2010, with respect to the effectiveness of internal control over financial reporting of Xinyuan Real Estate Co., Ltd. included]
[Xinyuan Real Estate Co., Ltd. Announces Repayment of $75 Million Floating Rate Notes and $25 million Convertible Note and Closing of new $40 million Senior Secured Notes Financing The New Note, purchased by Forum Asian Realty Income II, L.P., has a three year term, subject to earlier repayment in certain circumstances, and bears interest at the rate of 15.6% per] [XINYUAN REAL ESTATE CO., LTD. GUARANTEED SENIOR SECURED US$40,000,000 15.6% NOTE DUE APRIL 15, 2013 SECURITIES PURCHASE AGREEMENT Dated as of April 15, 2010 Table of Contents Page Article 1 AUTHORIZATION OF NOTE 1 Section 1.01. Authorization of Note. 1 Article 2 Sale and Purchase of Securities; Terms 2 Section 2.01. 2 Section 2.02. Payment of Interest; Payment at Maturity.] [NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. GUARANTEED SENIOR SECURED NOTE US$40,000,000.00 April 15, 2010 XINYUAN REAL ESTATE CO., LTD. Company Note FORUM ASIAN REALTY INCOME II, L.P.] [XINYUAN REAL ESTATE CO., LTD. ARRANT O URCHASE OMMON HARES W Number of Common Shares: Issuance Date Date of Issuance: April 15, 2010 ( Company Holder Subscription Date inter alia Securities Purchase Agreement Xinyuan Real Estate Co., Ltd., a company organized under the laws of the Cayman Islands (the 1. Mechanics of Exercise Exercise Notice Aggregate Exercise Price 1] [REGISTRATION RIGHTS AGREEMENT Agreement Company Buyer REGISTRATION RIGHTS AGREEMENT (this Securities Purchase Agreement American Depositary Shares ADSs WHEREAS, in connection with the Securities Purchase Agreement by and between the parties hereto of even date herewith (the Securities Act NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the] [COLLATERAL AGENCY AGREEMENT Agreement BNY Cayman BNY HK Forum Issuer Party Parties Collateral Agency Agreement (this RECITAL GSS Note NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound,] [DATED APRIL 15, 2010 (1) Xinyuan Real Estate, Ltd. Chargor as (2) Victory Good Development Limited South Glory International Limited and Elite Quest Holdings Limited Companies as the and (3) The Bank of New York Mellon Collateral Agent as the EQUITABLE MORTGAGE IN RESPECT OF SHARES OF VICTORY GOOD DEVELOPMENT LIMITED SOUTH GLORY INTERNATIONAL LIMITED AND ELITE] [DATED APRIL 15, 2010 (1) Xinyuan Real Estate Co., Ltd. Chargor as (2) Xinyuan Real Estate, Ltd. Company as the and (3) The Bank of New York Trust Company (Cayman) Limited Collateral Agent as the FIRST EQUITABLE MORTGAGE IN RESPECT OF SHARES OF XINYUAN REAL ESTATE, LTD. WARNING ! THE TAKING OR SENDING BY ANY PERSON OF] [Debenture Dated 15 April 2010 Xinyuan Real Estate Co., Ltd. (as Company and Chargor) and Xinyuan Real Estate, Ltd. (as Subsidiary and Chargor) and The Bank of New York Trust Company (Cayman) Limited (as Collateral Agent) WARNING Stamp Duty will be payable if this debenture is brought to or executed in the Cayman Islands, i.e. for enforcement purposes. This Debenture] [Debenture Dated 15 April 2010 Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited (as Chargors) and The Bank of New York Mellon (as Collateral Agent) This Debenture Between: (1) Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited Chargors Chargor (2) The Bank of New York Mellon Collateral Agent Whereas: (A) Issuer GSS] [PLEDGE AND SECURITY AGREEMENT dated as of April 15, 2010 by and between XINYUAN REAL ESTATE, LTD., as Pledgor and THE BANK OF NEW YORK MELLON, as Collateral Agent PLEDGE AND SECURITY AGREEMENT Agreement Pledgor , Collateral Agent This PLEDGE AND SECURITY AGREEMENT (this W I T N E S S E T H Securities Purchase Agreement Parent GSS] [Equity Pledge Agreement among Forum Asian Realty Income II, L.P. and Xinyuan Real Estate, Ltd. and Xinyuan (China) Real Estate Co., Ltd. TABLE OF CONTENTS Article Page 1. 3 2. Pledged Equity 3 3. Perfection of the Pledge 3 4. Effective Date and Pledge Term 3 5. 4] [Page Description of Transaction 1 4 5]
