[XINYUAN REAL ESTATE CO., LTD. On November 30, 2012, Xinyuan Real Estate Co., Ltd., a company established under the laws of the Cayman Islands (the “Company”), will hold its annual general meeting of shareholders at the Company’s offices at 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing, 100025, People’s Republic of China at 3:00 p.m. local] [27/F, China Central Place, Tower II, 79 Jianguo Road Chaoyang District, Beijing 100025, People’s Republic of China XINYUAN REAL ESTATE CO., LTD. PROXY STATEMENT General We are soliciting the enclosed proxy on behalf of our board of directors for use at the annual general meeting of shareholders to be held on November 30, 2012 at 3:00 p.m., Beijing time, or] [] [THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF XINYUAN REAL ESTATE CO., LTD. FOR THE 2012 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON November 30, 2012 November 5, 2012 Proposal 1 atify by the passing of an ordinary resolution the appointment of the Independent Auditor Ernst & Young Hua Ming for the fiscal year] []