XIN [Xinyuan Real Estate] S-8:
[] [Our ref DLK/629097-000001/8293112v1 Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Xinyuan Real Estate Co., Ltd. 27/F, China Central Place, Tower II 79 Jianguo Road, Chaoyang District Beijing 100025 People's Republic of China 30 June 2015 Dear Sirs Xinyuan Real Estate Co., Ltd. Company Registration Statement" Act Shares Plan We have been asked to render this opinion in our capacity as] [XINYUAN REAL ESTATE CO., LTD. 2015 STOCK OPTION PLAN Section 1. Plan Company The purpose of the 2015 Stock Option Plan (the “ Certain capitalized terms used in this Plan are defined in Section 2. Section 2. Award (a) Award Agreement (b) Board (c) Cause nolo contendere (d) Change in Control (e) Person Outstanding Company Common Stock Outstanding Company Voting] [Consent of Independent Registered Public Accounting Firm Beijing, People's Republic of China June 30, 2015]