GEN BUILDING CONTRACTORS – RESIDENTIAL BUILDINGS – Page 47

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

[Xinyuan Real Estate Co., Ltd. Announces Issuance of US$200 Million of 13.25% Senior Notes Due 2018 About Xinyuan Real Estate Co., Ltd. http://www.xyre.com In China: Mr. Tom Gurnee Chief Financial Officer Tel: +86 (10) 8588-9390 Email: tom.gurnee@xyre.com Ms. Helen Zhang Financial Controller Tel: +86 (10) 8588-9255 Email: yuan.z@xyre.com ICR, LLC In U.S.: +1-646-308-1472 In China: +86 (10) 6583-7511 Email: William.zima@icrinc.com] [Xinyuan Real Estate Co., Ltd. and The entities listed on Schedule I hereto and Citicorp International Limited Indenture Dated as of May 3, 2013 US$200,000,000 13.25% Senior Notes Due 2018 TABLE OF CONTENTS Page ARTICLE 1 Definitions and Incorporation by Reference Section 1.01. Definitions 2 Section 1.02. Rules of Construction 31 ARTICLE 2 Issue, Execution, Form and Registration of Notes] [FORM OF FACE OF CERTIFICATED NOTE 1 No. 1 US$200,000,000 XINYUAN REAL ESTATE CO., LTD. 13.25% SENIOR NOTES DUE 2018 Certificated Note Guaranteed by the Subsidiary Guarantors Interest Rate: 13.25% per annum. Interest Payment Dates: May 3 and November 3, commencing November 3, 2013. Reference is hereby made to the further provisions set forth on the reverse hereof. Such further] []

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CHLN [China Housing & Land Development] CORRESP: (Original Filing)

[China Housing & Land Development, Inc. 1008 Liuxue Road, Baqiao District Xi’an, Shaanxi Province China 710038 April 25, 2013 VIA EDGAR Terence O’Brien Accounting Branch Chief Division of Corporation Finance 100 F Street, N.E. RE: China Housing & Land Development, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 File No. 1-34065 Dear Mr. O’Brien:]

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CHLN [China Housing & Land Development] CORRESP: China Housing & Land Development, Inc. 1008 Liuxue

[China Housing & Land Development, Inc. 1008 Liuxue Road, Baqiao District Xi’an, Shaanxi Province China 710038 April 25, 2013 VIA EDGAR Terence O’Brien Accounting Branch Chief Division of Corporation Finance 100 F Street, N.E. RE: China Housing & Land Development, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 30, 2012 File No. 1-34065 Dear Mr. O’Brien:]

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

[Xinyuan Real Estate Co., Ltd. Files 2012 Annual Report on Form 20-F and on the SEC's website at . Shareholders may receive a hard copy of Xinyuan's audited financial statements for the fiscal year ended December 31, 2012 free of charge upon request. Requests should be submitted to . About Xinyuan Real Estate Co., Ltd. . For more information, please] [TABLE OF CONTENTS Page 3 4 EX-99.1 Press Release of the Company, dated April 15, 2013, announcing its filing of the 2012 Annual Report on Form 20-F Xinyuan Real Estate Co., Ltd. Thomas Gurnee Chief Financial Officer]

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XIN [Xinyuan Real Estate] 6-K: Xinyuan Real Estate Co., Ltd. Files 2012 Annual

[Xinyuan Real Estate Co., Ltd. Files 2012 Annual Report on Form 20-F and on the SEC's website at . Shareholders may receive a hard copy of Xinyuan's audited financial statements for the fiscal year ended December 31, 2012 free of charge upon request. Requests should be submitted to . About Xinyuan Real Estate Co., Ltd. . For more information, please] [TABLE OF CONTENTS Page 3 4 EX-99.1 Press Release of the Company, dated April 15, 2013, announcing its filing of the 2012 Annual Report on Form 20-F Xinyuan Real Estate Co., Ltd. Thomas Gurnee Chief Financial Officer]

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

[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]

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XIN [Xinyuan Real Estate] 20-F: Tom Gurnee Title of Each Class Name of

[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]