XIN [Xinyuan Real Estate] 20-F/A: (Original Filing)
[] [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]