XIN [Xinyuan Real Estate] 20-F: Table of Contents Page Introduction
[Table of Contents Page Introduction] [EXECUTION VERSION INDENTURE SUPPLEMENT NO. 2 dated as of February 12, 2014 among Citicorp International Limited as Trustee, Citicorp International Limited as Shared Security Agent, XINYUAN REAL ESTATE CO., LTD . and The entities listed in Schedules I hereto as the Subsidiary Guarantors 13.25 % Senior Notes Due 2018 RECITALS WHEREAS, the Company, the Subsidiary Guarantors party thereto and the] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2014 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Xinqi Wang, 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Helen Zhang, 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Xinqi Wang Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Helen Zhang Interim 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., and (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]
