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

[PAGE ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 A. Selected Financial Data 3 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D. Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 23 A. History and Development of] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2010 Company Name Jurisdiction of Incorporation Parent Company Equity Interest 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] [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 Statement (Form F-3 No.333-160518 and Form S-8 No.333-152637) of Xinyuan Real Estate Co., Ltd. and the related Prospectus of our reports dated March 31, 2010, with respect to the consolidated financial statements of Xinyuan Real Estate Co., Ltd. and the effectiveness of internal]

XIN [Xinyuan Real Estate] 20-F: PAGE ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

[PAGE ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 A. Selected Financial Data 3 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D. Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 23 A. History and Development of] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2010 Company Name Jurisdiction of Incorporation Parent Company Equity Interest 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] [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 Statement (Form F-3 No.333-160518 and Form S-8 No.333-152637) of Xinyuan Real Estate Co., Ltd. and the related Prospectus of our reports dated March 31, 2010, with respect to the consolidated financial statements of Xinyuan Real Estate Co., Ltd. and the effectiveness of internal]

XIN [Xinyuan Real Estate] SC 13G: (Original Filing)

[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 12,316,300 Item 8: 0 Item 9: 12,316,300 Item 11: 8.156% Item 12: HC Cusip #98417P923 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 12,316,300 Item 8: 0 Item 9: 12,316,300 Item 11: 8.156%]

XIN [Xinyuan Real Estate] SC 13G: Item 1: Reporting Person – FMR LLC Item

[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 12,316,300 Item 8: 0 Item 9: 12,316,300 Item 11: 8.156% Item 12: HC Cusip #98417P923 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 12,316,300 Item 8: 0 Item 9: 12,316,300 Item 11: 8.156%]

XIN [Xinyuan Real Estate] 6-K/A: (Original Filing)

[EXPLANATORY NOTE • to provide updated information regarding the Acquisition and the closing process related to the Acquisition; • to update the risk factor relating to the Acquisition provided in the Prior Report; • All of the other contents in the Prior Report remain the same and are hereby incorporated by reference into this 6-K/A Report. 2]

XIN [Xinyuan Real Estate] 6-K/A: EXPLANATORY NOTE • to provide updated information regarding

[EXPLANATORY NOTE • to provide updated information regarding the Acquisition and the closing process related to the Acquisition; • to update the risk factor relating to the Acquisition provided in the Prior Report; • All of the other contents in the Prior Report remain the same and are hereby incorporated by reference into this 6-K/A Report. 2]

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