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. 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:
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:
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
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
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
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.
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
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
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”).
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”).
XINYUAN REAL ESTATE CO., LTD. WARRANT AGREEMENT DATED AS OF APRIL 13, 2007 THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED Warrant AgentWarrant Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
WARRANT AGREEMENT, dated as of April 13, 2007, between Xinyuan Real Estate Co., Ltd., a company incorporated with limited liability in the Cayman Islands (the “Company”), and The Hongkong and Shanghai Banking Corporation Limited, as warrant agent (the “Warrant Agent”) (the “Agreement”).
SHARE EXCHANGE AND ASSUMPTION AGREEMENT AMONG BLUE RIDGE CHINA PARTNERS, L.P., EI FUND II CHINA, LLC, ZHANG YONG, YANG YUYAN, XINYUAN REAL ESTATE, LTD. AND XINYUAN REAL ESTATE CO., LTD. DATED AS OF APRIL 9, 2007Share Exchange Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD • New York
THIS SHARE EXCHANGE AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of April 9, 2007, by and among Xinyuan Real Estate Co., Ltd., a company established under the laws of the Cayman Islands (the “Parent”), Xinyuan Real Estate, Ltd., a company established under the laws of the Cayman Islands (the “Company”), 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 “Investors”), Zhang Yong, a PRC national (“Zhang”), Yang Yuyan, a PRC national (“Yang” and together with Zhang and the Investors, the “Stockholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties”.
Henan Wanzhong Real Estate Co., Ltd. Share Transfer AgreementShare Transfer Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
In accordance with the “Company Law of the People’s Republic of China” and the by-laws of the Henan Wanzhong Real Estate Co., Ltd. (hereinafter the “Company”), Party A and Party B under the principles of equality and mutual benefit have undertaken negotiations and have received the consent of the Company stockholders to enter into the following agreement:
Henan Xinyuan Real Estate Co., Ltd. Financial Consulting Services AgreementFinancial Consulting Services Agreement • November 16th, 2007 • Xinyuan Real Estate Co LTD
