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:
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.
