0001193805-17-003429 Sample Contracts

Contract
Deposit Agreement • November 9th, 2017 • JPMorgan Chase Bank, N.A. - ADR Depositary • American depositary receipts • New York

AMENDMENT NO. 1, dated as of , 2017 (the "Amendment"), to the Deposit Agreement dated as of December 11, 2007 (the "Deposit Agreement"), among Xinyuan Real Estate Co., Ltd., incorporated under the laws of the Cayman Islands (the "Company"), JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American depositary receipts ("ADRs") issued thereunder.

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