[Table of Contents Page Introduction 1] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 15, 2016* Company Name Jurisdiction of Incorporation Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan International Property Investment Co., Ltd. Cayman Islands Xinyuan International (HK) Property Investment Co., Limited Hong Kong XIN Development Group International Inc. South Glory International Ltd. Hong Kong Victory Good Development Ltd. Hong Kong Elite Quest] [1 I have reviewed this 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 the statements made, in light of the circumstances under which such statements were made, not misleading with] [I, Huaiyu Liu, certify that: 1 I have reviewed this 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 the statements made, in light of the circumstances under which such statements] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Xinqi Wang Chief Executive Officer] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Huaiyu Liu Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement and related Prospectus (Form F-3 No. 333-192046) of Xinyuan Real Estate Co., Ltd., (2) Registration Statement (Form S-8 No. 333-152637) pertaining to the Xinyuan Real Estate Co., Ltd. 2007 Equity Incentive Plan and the Xinyuan Real Estate Co.,]