Xinyuan Real Estate Co., Ltd. (a Cayman Islands exempted limited liability company) [•] American Depositary Shares Each Representing [•] Common Shares (Par Value US$0.0001 Per Common Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
XINYUAN REAL ESTATE CO., LTD. AND JPMORGAN CHASE BANK, N.A., as Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of December 11, 2007Deposit Agreement • September 29th, 2009 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
DEPOSIT AGREEMENT dated as of December 11, 2007 (the “Deposit Agreement”) among XINYUAN REAL ESTATE CO., LTD. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Xinyuan Real Estate Co., Ltd. and The entities listed on Schedule I hereto as Subsidiary Guarantors and Citicorp International Limited as Trustee Indenture Dated as of April 15, 2019 14.2% Senior Notes Due 2021Indenture • April 18th, 2019 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2007 • Xinyuan Real Estate Co LTD • General bldg contractors - residential bldgs • New York
THIS AGREEMENT (the “Agreement”) is made and entered into as of , 2007 between Xinyuan Real Estate Co., Ltd., a Cayman Islands company (the “Company”), and (“Indemnitee”).
XINYUAN REAL ESTATE CO., LTD. SECURITIES PURCHASE AGREEMENT (THE “AGREEMENT”)Securities Purchase Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
Xinyuan Real Estate Co., Ltd., a company incorporated with limited liability in the Cayman Islands (the “Company”), Xinyuan Real Estate, Ltd., a company incorporated with limited liability in the Cayman Islands, which is a 100% owned subsidiary of the Company (the “Cayman Subsidiary”), and the other Group Companies (as defined in Section 4 hereof) and Mr. ZHANG Yong and Ms. YANG Yuyan (together with Mr. ZHANG Yong, the “Controlling Shareholders”) hereby agree with the Purchaser (as defined below) as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2023 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
This Agreement is dated as of December 18, 2023 (the “Execution Date”) by and between Xinyuan Real Estate Co., Ltd., a Cayman Islands company (the “Company”), and Central Plains Ltd. (the “Purchaser”).
Share Transfer AgreementShare Transfer Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned share transfer from Party A to Party B with each party agreeing to the following articles:
GLOBAL NOTE XINYUAN REAL ESTATE CO., LTD.Global Note • April 29th, 2019 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
XINYUAN REAL ESTATE CO., LTD. AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTSDeposit Agreement • November 20th, 2007 • Xinyuan Real Estate Co LTD • General bldg contractors - residential bldgs • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2007 (the "Deposit Agreement") among XINYUAN REAL ESTATE CO., LTD. and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Share Transfer AgreementShare Transfer Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned transfer of the Party C shares held by Party A to Party B with each party agreeing to the following articles
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • November 26th, 2007 • Xinyuan Real Estate Co LTD • General bldg contractors - residential bldgs • New York
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the “Agreement”), dated as of , 2007, between (“Employee”), and Xinyuan Real Estate Co., Ltd., a limited company duly registered under the laws of the Cayman Islands (the “Company”).
Share Transfer AgreementShare Transfer Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned share transfer from Party A to Party B with each party agreeing to the following articles
EQUITY REGISTRATION RIGHT AGREEMENTEquity Registration Right Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
THIS EQUITY REGISTRATION RIGHT AGREEMENT (“Agreement”) is made as of April 13, 2007, by and among Xinyuan Real Estate Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”), each of the holders of the Warrants (as defined below) listed on Schedule A hereto and each of the holders of the Convertible Notes (as defined below) listed on Schedule B (each of the holders of Warrants and Convertible Notes is referred to in this Agreement as an “Investor”).
AMENDED AND RESTATED WARRANT TO PURCHASE SERIES A CONVERTIBLE PREFERRED SHARESWarrant Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
This Amended and Restated Warrant is issued to EI Fund II China, LLC (the “Holder”) by Xinyuan Real Estate Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”), in connection with the receipt by the Holder of Series A Convertible Preferred Shares, par value $0.0001 per share (“Preferred Shares”), of the Company pursuant to that certain Share Exchange and Assumption Agreement, dated as of April 9, 2007, by and among the Holder, the Company and the other parties thereto, pursuant to which the Company assumed and undertook to satisfy, perform, discharge and fulfill all of the covenants, terms, conditions, obligations and liabilities of Xinyuan Real Estate, Ltd., a company organized and existing under the laws of the Cayman Islands (the “Xinyuan Subsidiary”) under that certain Securities Purchase Agreement, dated as of August 22, 2006 (the “Purchase Agreement”), as amended, by and among the Holder, the Xinyuan Subsidiary and the other parties the
NOTES REDEMPTION AGREEMENTNotes Redemption Agreement • November 10th, 2014 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
This NOTES REDEMPTION AGREEMENT (this “Agreement”) dated as of November 7, 2014 is made by and between Xinyuan Real Estate Co., Ltd., a company organized and existing under the laws of the Cayman Islands (the “Company”) and TPG Asia VI SF Pte. Ltd. (together with any other holder of the Notes from time to time, the “Holder”).
Debenture Dated 15 April 2010 Victory Good Development Limited South Glory International Limited Elite Quest Holdings Limited (as Chargors) and The Bank of New York Mellon (as Collateral Agent)Debenture • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • Hong Kong
NOW, THEREFORE, WITNESSES for the consideration of the foregoing and of any financial accommodations or extensions of credit heretofore, now or hereafter made by the Secured Parties pursuant to the Securities Purchase Agreement and the GSS Notes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AMONG BLUE RIDGE CHINA PARTNERS, L.P., EI FUND II CHINA, LLC, ZHANG YONG, YANG YUYAN, XINYUAN REAL ESTATE, LTD., XINYUAN REAL ESTATE CO., LTD. AND, TO THE EXTENT SET FORTH HEREIN, BURNHAM SECURITIES INC. AND...Shareholders Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
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....Guarantee Agreement • April 15th, 2013 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • Tianjin
The Lessor and the Lessee have entered into a capital lease agreement (No. MSHT-2012-0001-F-ZZ) (the “Principal Agreement”). In order to ensure performance of the Principal Agreement, the Guarantor agrees to issue to the Lessor non-revocable joint guarantee for all of Lessee's obligations under the Principal Agreement.
Share Transfer AgreementShare Transfer Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned share transfer from Party A to Party B with each party agreeing to the following articles:
XINYUAN REAL ESTATE CO., LTD. GUARANTEED SENIOR SECURED FLOATING RATE NOTES DUE 2010Indenture • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the legend printed on the Global Note or the Definitive Note and in the Securities Act.
DATED APRIL 15, 2010 (1) Xinyuan Real Estate Co., Ltd. as “Chargor” (2) Xinyuan Real Estate, Ltd. as the “Company” and (3) The Bank of New York Trust Company (Cayman) Limited as the “Collateral Agent” FIRST EQUITABLE MORTGAGE IN RESPECT OF SHARES OF...First Equitable Mortgage • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs
EXHIBIT A Joint Filing AgreementJoint Filing Agreement • February 13th, 2009 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs
In accordance with Rule 13d–1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to Common Shares, $0.0001 per share, of Xinyuan Real Estate Co., Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning others, except to the extent that he, she or it knows or has reason to believe such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which
GUARANTEEGuarantee • September 19th, 2013 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
This Guarantee, dated as of September 19, 2013, is among each of the undersigned guarantors (each, a “Guarantor” and collectively, the “Guarantors”) and TPG Asia VI SF Pte. Ltd. (together with its successors and assigns the “Holder”).
XINYUAN REAL ESTATE CO., LTD. GUARANTEED SENIOR SECURED US$40,000,000 15.6% NOTE DUE APRIL 15, 2013 and WARRANTS TO PURCHASE COMMON SHARES SECURITIES PURCHASE AGREEMENT Dated as of April 15, 2010Securities Purchase Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
WHEREAS, Xinyuan Real Estate Co., Ltd, a company incorporated with limited liability in the Cayman Islands (the “Company”), issued guaranteed senior secured floating rate notes (the “2010 Notes”), which have become due and payable on April 15, 2010, pursuant to an indenture between the Company and the Hongkong and Shanghai Banking Corporation Limited, as indenture trustee (the “2010 Notes Trustee”), dated April 13, 2007, and of which Forum is a holder;
SECURITIES PURCHASE AGREEMENT AMONG BLUE RIDGE CHINA PARTNERS, L.P., EI FUND II CHINA, LLC, ZHANG YONG, YANG YUYAN AND XINYUAN REAL ESTATE, LTD. DATED AS OF AUGUST 22, 2006Securities Purchase Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
INDENTURE SUPPLEMENT NO. 1 2% Guaranteed Convertible Subordinated Notes due 2012Indenture Supplement • September 29th, 2009 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
This INDENTURE SUPPLEMENT NO. 1 dated as of this 21st day of August 2009 (this “Supplement”), by and among Xinyuan Real Estate Co., Ltd., a company incorporated with limited liability in the Cayman Islands (the “Company”), Xinyuan Real Estate, Ltd., as guarantor (the “Guarantor”), and The Hongkong and Shanghai Banking Corporation Limited, as trustee (the “Trustee”), amends and supplements that certain Indenture for the 2% Guaranteed Convertible Subordinated Notes due 2012, dated as of April 13, 2007 (the “Indenture”), among the Company, the Guarantor and the Trustee.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2010 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 15, 2010, by and between Xinyuan Real Estate Co., Ltd. (the “Company”), and Forum Asian Realty Income II, L.P. (the “Buyer”).
BURNHAM WARRANT HOLDERS LETTER AGREEMENTWarrant Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
THIS AGREEMENT, dated as of April 9, 2007, is among Xinyuan Real Estate Co., Ltd. (the “Company”), Xinyuan Real Estate, Ltd. (“Xinyuan Subsidiary”), Burnham Securities Inc. (“Burnham”) and Joel B. Gardner (“Gardner” and along with Burnham, the “Burnham Holders”).
SHARE PURCHASE AGREEMENT AMONG BLUE RIDGE CHINA PARTNERS, L.P., EI FUND II CHINA, LLC, ZHANG YONG, YANG YUYAN AND XINYUAN REAL ESTATE, LTD. DATED AS OF NOVEMBER 18, 2006Share Purchase Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
XINYUAN REAL ESTATE CO., LTD.Security Agreement • November 22nd, 2017 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
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...Capital Lease Agreement • April 15th, 2013 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • Tianjin
Per Henan Xinyuan’s request, Minsheng entered into a purchase and sale agreement (the “Purchase Agreement”) with Gulfstream Aerospace Corporation (the “Supplier”) on September 30, 2011 for the purchase of a Gulf 450 aircraft (the “Aircraft”). The Parties voluntarily enter into this Agreement under the PRC law to create a capital lease on the Aircraft.
VOTING AGREEMENTVoting Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2007 by and among Xinyuan Real Estate Co., Ltd., a Cayman Islands company (the “Company”), Drawbridge Global Macro Master Fund Ltd. (“Drawbridge”); and Mr. ZHANG Yong and Ms. YANG Yuyan (collectively, the “Controlling Shareholders”).
NONCOMPETITION COVENANT AND AGREEMENTNoncompetition Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
THIS NONCOMPETITION COVENANT AND AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of April, 2007, by Mr. ZHANG Yong, an individual residing in the city of Zhengzhou, in Henan Province in the People’s Republic of China (the “PRC”), (PRC ID No. 410103196310021930) (“Executive”) for the benefit of the parties listed in Schedule I attached hereto (the “Purchasers”).
XINYUAN REAL ESTATE CO., LTD.Security Agreement • December 4th, 2017 • Xinyuan Real Estate Co., Ltd. • General bldg contractors - residential bldgs • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
CREDIT AGREEMENT among BLUE RIDGE CHINA PARTNERS, L.P., EI FUND II CHINA, LLC, and XINYUAN REAL ESTATE, LTD. As of December 7, 2006Credit Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
CREDIT AGREEMENT, dated as of December 7, 2006, among Blue Ridge China Partners, L.P., a Cayman Islands exempted limited partnership (“Blue Ridge China”), EI Fund II China, LLC, a Delaware limited liability company (“EI” and, together with Blue Ridge China, the “Lenders”), and Xinyuan Real Estate, Ltd., a Cayman Islands company (the “Borrower”).
