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 and Assumption 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”.
