[Explanatory Note Amendment No.2 relates entirely to the auditors' reports and consents thereon. Amendment No.2 does not contain any additional amendments to the financial statements on which the auditors' reports have been issued beyond those described in Note 2 of the financial statements as filed under Amendment No.1. TABLE OF CONTENT 1 PART I 2 ITEM 1 BUSINESS (As restated)] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hong Kong, China) Treasure Asia Holdings Limited (Hong Kong, China) Success Hill Limited (Hong Kong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K/A (Amendment No. 2) of our report dated March 17, 2014 on our audit of the consolidated balance sheet of China Housing & Land Development, Inc. as at December 31, 2012 and the related consolidated statements of income and comprehensive income, shareholders’] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K/A (Amendment No.2) of our report dated March 29, 2012, with regards to the the consolidated balance sheets of China Housing & Land Development, Inc. and Subsidiaries as at December 31, 2011 and the related consolidated statements of income and comprehensive income,] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K/A of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 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,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K/A of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 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,] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial]