BEIJING, Sept. 30 /PRNewswire-Asia/ -- Xinyuan Real Estate Co., Ltd. ("Xinyuan" or "the Company") (NYSE: XIN), a residential real estate developer with a focus on high growth, strategic Tier II cities in China, today announced that its wholly owned subsidiary, Henan Xinyuan Real Estate Co., Ltd. ("Xinyuan China"), has signed an agreement to acquire the remaining 55% equity interest in Zhengzhou Jiantou Xinyuan Real Estate Co. ("Jiantou Xinyuan") it does not already own, making Xinyuan the sole owner of Jiantou Xinyuan.

Jiantou Xinyuan is a joint venture among Zhengzhou General Construction Investment Company ("Jiantou Construction"), which holds 50% of Jiantou Xinyuan shares; Zhengzhou Jiantou Project Consulting Co., Ltd. ("Engineering Consulting Company"), which holds 5% of Jiantou Xinyuan shares; and Xinyuan China, which holds 45% of Jiantou Xinyuan shares. In this share transfer, Xinyuan will acquire, through Xinyuan China, the Jiantou Xinyuan shares held by Jiantou Construction and Engineering Consulting Company (the "Acquired Shares"). The transfer is subject to government approval, including approval procedures for transfer of state-owned assets, given that Jiantou Construction and Engineering Consulting Company are state-owned enterprises, and is expected to close by the end of 2009.

Xinyuan's 45% interest in Jiantou Xinyuan contributed net income of US$1.0 million and US$2.5 million to first quarter and second quarter 2009 results.

Per the agreement, Jiantou Xinyuan will distribute dividends of US$26.8 million to Jiantou Construction and Engineering Consulting Company in the aggregate and US$21.9 million to Xinyuan China prior to completion of the transaction. Per the agreement, Xinyuan China will pay Jiantou Construction and Engineering Consulting Company US$3.97 million in cash in the aggregate for full ownership of the Acquired Shares.

    As of June 30, 2009, Jiantou Xinyuan had three active projects as follows:

    Project Name                 Unsold GFA as of    Estimated completion date
                                 Jun 30, 09 ('000)
    International City Garden         42.6                    Q1 2010
    City Mansion, International
     Plaza, International City
     Garden                            8.4                    Q4 2009
    YiPin Xiangshan                   61.8                    Q2 2010
    Total                            112.8

Jiantou Xinyuan owns two adjacent parcels of undeveloped land located in Zhengzhou with total gross floor area (GFA) of 198,400 square meters.

"We are optimistic about the growth opportunities for our Company as we look forward to taking full ownership of Jiantou Xinyuan," said Mr. Yong Zhang, Xinyuan's Chairman and Chief Executive Officer. "Jiantou Xinyuan owns two prime undeveloped adjacent parcels of land in Zhengzhou on which we would hope to commence construction in 2010. In addition Jiantou Xinyuan has three late stage properties that are expected to generate positive cash flows through the first half of 2010. Combined with our recently announced land acquisition in the Zhengzhou East Development Area, we are building our pipeline for expansion, further increasing our presence in Zhengzhou, and positioning the Company for revenue growth in 2010 and beyond. "

About Xinyuan Real Estate Co., Ltd.

Xinyuan Real Estate Co., Ltd. ("Xinyuan") (NYSE: XIN) is a developer of large scale, high quality residential real estate projects aimed at providing middle-income consumers with a comfortable and convenient community lifestyle. Xinyuan focuses on China's Tier II cities, characterized as larger, more developed urban areas with above average GDP and population growth rates. Xinyuan has expanded its network to cover a total population of over 34.5 million people in six strategically selected Tier II cities, comprising Hefei, Jinan, Kunshan, Suzhou, Zhengzhou and Chengdu. Xinyuan is the first real estate developer from China to be listed on the New York Stock Exchange. For more information, please visit http://www.xyre.com .

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Statements that are not historical facts, including statements concerning our beliefs, forecasts, estimates and expectations, are forward- looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including, but not limited to, the risk that: our financing costs are subject to changes in interest rates; the recognition of our real estate revenue and costs relies on our estimation of total project sales value and costs; we may be unable to complete our property developments on time or at all; any construction delays, or failure to complete a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues, cash flows and our reputation; the recognition of our real estate revenue and costs relies upon our estimation of total project sales value and costs; we may forfeit land to the PRC government if we fail to comply with procedural requirements applicable to land grants from the government or the terms of the land use rights grant contracts; we may fail to obtain, or may experience material delays in obtaining, necessary government approvals for any major property development, which will adversely affect our business; there can be no guarantee that the transaction will be completed, or if it is completed, that it will close within the anticipated time period; we are subject to potential environmental liability; we may not receive government approval, including the approval for transfer of state-owned assets which is necessary given that Jiantou Construction and Engineering Consulting Company are state-owned enterprises; PRC economic, political and social conditions as well as government policies can affect our business, and other risks outlined in our public filings with the Securities and Exchange Commission, including our annual report on Form 20-F for the year ended December 31, 2008. All information provided in this press release is as of September 30, 2009. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

    For more information, please contact:

    In China:
     Mr. Tom Gurnee
     Chief Financial Officer
     Tel:   +86-10-8588-9390
     Email: tom.gurnee@xyre.com

     Ms. Helen Zhang
     Director of Investor Relations
     Tel:   +86-10-8588-9255
     Email: yuan.z@xyre.com

    In the United States:
     Mr. Bill Zima
     ICR, LLC
     Tel:   +1-203-682-8200
     Email: Bill.zima@icrinc.com

     Ms. Kate Messmer
     ICR, LLC
     Tel:   +1-203-682-8338
     Email: kate.messmer@icrinc.com

SOURCE Xinyuan Real Estate Co., Ltd.