[TABLE OF CONTENTS PAGE ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 A. Selected Financial Data 2 B. Capitalization and Indebtedness 3 C. Reasons for the Offer and Use of Proceeds 3 D. Risk Factors 4 ITEM 4. INFORMATION ON THE COMPANY 25 A. History] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2011 Company Name Jurisdiction of Incorporation Parent Company Equity Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100 % South Glory International Ltd. Hong Kong Xinyuan Real Estate, Ltd. 100 % Victory Good Development Ltd. Hong Kong Xinyuan Real Estate, Ltd. 100 % Elite Quest] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Yong 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] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Thomas Gurnee, 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 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 Statements (Form F-3 No. 333-160518, Form F-3 No. 333-166389, and Form S-8 No. 333-152637) of Xinyuan Real Estate Co., Ltd. and the related Prospectus of our reports dated April 20, 2011, with respect to the consolidated financial statements of Xinyuan Real Estate Co.,]