[Tom Gurnee Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, each representing two common shares, par value US$0.0001 per share New York Stock Exchange None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual] [English Summary of the Capital Lease Agreement dated as of October 23, 2012, by and among Minsheng Hongtai (Tianjin) Aviation Leasing Co., Ltd. and Henan Xinyuan Real Estate Co., Ltd. (hereinafter the “Agreement”) (No. MSHT-2012-0001-F-ZZ) (Original Language: Chinese) Parties Lessor: Minsheng Hongtai (Tianjin) Aviation Leasing Co., Ltd.(“Minsheng”). Lessee: Henan Xinyuan Real Estate Co., Ltd. (“Henan Xinyuan”). Recital Per Henan Xinyuan’s] [English Summary of the Guarantee Agreement dated as of October 23, 2012, by and among Minsheng Hongtai (Tianjin) Aviation Leasing Co., Ltd., Xinyuan (China) Real Estate, Ltd. and Henan Xinyuan Real Estate Co., Ltd. (hereinafter the “Agreement”) (No. MSHT-2012-0001-F-ZZ-DB) (Original Language: Chinese) Parties Lessor: Minsheng Hongtai (Tianjin) Aviation Leasing Co., Ltd. (the “Lessor”). Guarantor: Xinyuan (China) Real Estate, Ltd. (the] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2013 Company Name Jurisdiction of Parent Company Equity Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100 % Xinyuan International Property Investment Co., Ltd. Cayman Islands Xinyuan Real Estate Co., Ltd. 100 % Xinyuan International (HK) Property Investment Co., Limited. Hong Kong Xinyuan International Property] [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 April 15, 2013] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Tom Gurnee Chief Financial Officer (Principal Financial Officer) April 15, 2013] [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. 333-160518) of Xinyuan Real Estate Co., Ltd., (2) Registration Statement and related Prospectus (Form F-3 No. 333-166389) of Xinyuan Real Estate Co., Ltd., and (3) Registration Statement (Form S-8 No. 333-152637) of]