Xinyuan Real Estate Co., Ltd. announced a solicitation of consents to certain proposed amendments, by and between the company, the subsidiary guarantors and Citicorp International Limited, as trustee and as shared security agent, governing its 13.25% Senior Notes Due 2018. The principal purposes of the Consent Solicitation and the Proposals are to bring the Indenture into conformity with the terms of the 13% Senior Notes due 2019 including: to amend the Limitation on Indebtedness and Preferred Stock covenant to allow the company to incur additional Indebtedness in furtherance of its business plans; to amend the Limitation on Restricted Payments covenant to allow certain Restricted Payments and create additional categories of Permitted Investments; to amend the Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries covenant to allow dividend and other payment restrictions in certain joint venture agreements and existing with respect to any Unrestricted Subsidiary or its property or assets at the time of its designation as a Restricted Subsidiary, subject to certain limitations; to amend certain provisions that the company believes are unnecessarily restrictive to its business operations or impose unnecessary administrative burdens and expense, including those restricting the ability of any Non-Guarantor Subsidiary to provide Guarantee for Indebtedness of any other Restricted Subsidiary and limitation on certain types of Affiliate Transactions; to amend provisions relating to Permitted Liens and Events of Default to make such provisions more in line with the terms of senior notes issued by comparable issuers in the market; and to clarify and amend certain provisions and definitions to conform to terms of the 2019 Notes and to introduce related definitions in the Indenture. The Consent Solicitation Statement will be distributed to the holders of the 2018.

Notes by Bondholder Communications Group, LLC, the Information and Tabulation Agent for the Consent Solicitation. The company has engaged Morgan Stanley & Co. International plc to act as the sole solicitation agent for the Consent Solicitation.