Helen Zhang – Director, IR Yong Zhang – Chairman and CEO Tom Gurnee – CFO

Kun Tao – Roth Capital Partners Liang Hsu – Brean Murray Carret & Co. Brandon Dobell – William Blair & Co. Rafael Marnay [ph] – Morning Glory Capital Management [ph]

Hello everyone and welcome to the Xinyuan's first quarter 2010 earnings conference call. The company’s first quarter earnings results were released earlier today and available on the company’s Investor Relations website; as well as on Newswire services. Before we continue, please note that the discussion today will contain forward-looking statements made under the Safe Harbor provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties. As such, our results may be materially different from the views expressed today. Further information regarding this and other risks and uncertainties is included in our registration statement and our Form 20-F and other documents filed with the U.S. Securities and Exchange Commission. Xinyuan does not assume any obligation to update any forward-looking statements, except as required by applicable law. Today, you will hear from Mr. Yong Zhang, our Chairman and Chief Executive Officer, who will comment on current operations, and provide some perspectives on the market environment. He will be followed by Mr. Tom Gurnee, our Chief Financial Officer, who will provide some additional color on our performance, review the company’s financial results, and discuss our outlook for 2010. Following the management’s prepared remarks, we will open the call to questions. During the Q&A session, Mr. Zhang will speak in Mandarin, and I will translate his comments into English. Please note that unless otherwise stated, all figures mentioned during this conference call are in U.S. dollars. I will now turn the call over to Xinyuan's Chairman and CEO, Mr. Yong Zhang. Please go ahead, sir.

Hello, everyone; and I thank you for joining us today. We are pleased to report a solid first quarter with revenue, GFA sales, and net income all exceeding the high end of our outlook for the quarter. The substantial cash flow generated from operations enabled us to pay down our $100 million of floating rate notes and convertible notes on schedule in April. At the same time, we sealed new notes of $40 million with a three year term. This has left us with a very strong balance sheet and overall financial position. Recently, the government has implemented a series of policies to try to curb speculation. Especially in Tier I cities, where prices have risen the fastest and speculation has been the highest. The government policies will raise the down payment percentage for second home buyers, will suspend lending to third home buyers, to limit the number of properties a person can buy. That had an immediate impact on real estate sector as well as our results. Since the middle of April, however, we believe we are well-positioned building the context of these policies and less demand. For each of our major development projects, we remain bullish over the long term. We target middle income consumers in Tier II and the Tier III cities, including the Kunshan project, more than 90% of our units are sold to owners of the top tier. Not speculating, compared to Tier I city developers, we do not expect to be as heavily impacted by these policies, once we have been fully interpreted by local possibilities (inaudible). The Kunshan project is different from our other projects, and it may be heavily impacted in the near term due to the following factors One, most of the home buyers in Kunshan are those who cannot afford to buy apartments in Kunshan High. Our selling price is around RMB8,000 per square meter, which is more than RMB10,000 or 60% lower than prices in Shanghai. Two, even the transportation, it only takes about 30 minutes to arrive in downtown Shanghai by subway. Three, according to the newly issued policy, local banks can suspend lending to non-local residents who fail to provide local tax returns or proof of Social Security payments for more than one year in Kunshan. We have done our discussions with local banks. They do not appreciate the new policies, which have hurt the local economy. However, the policies were implemented just a couple of weeks ago. It is too early to predict the lasting effect of the changes. But we do believe that we don't have severe impact in the long run. We have seven projects on the planning, (inaudible) have paid these projects, two of which began presales already in the second quarter, should provide us with (inaudible) of growth over the next couple of years. We will seek to our objectives of providing middle income consumers with a portable purchase. Our solid financial position remains a key strength for us. The market continues to be challenges. Many other developers in China don't have this advantage. Well, it is difficult to forecast near-term sales, given the new government policy. Our project demands are attractive. Plenty of our (inaudible) remains stable and our balance sheet is solid. We remain committed in (inaudible) and our future. With that, let me turn the call over to Tom Gurnee, our Chief Financial Officer, who will go over some of the details for the quarter and our outlook for the second quarter of 2010.

Thank you, Chairman; and thank you, listeners. Well, we expected the first quarter to be a seasonally slow quarter, given the factors such as Chinese New Year, et cetera. Our results were stronger than we expected, and exceeded the high end of our guidance ranges. GFA sales increased to 126,900 square meters in Q1, up from 47,000 in Q1 a year ago and 6% above the high end range of our guidance. GFA sales were below the fourth quarter of 2009, the exceptional quarter, of 239,900 square meters due to seasonality. The stronger sales were again in Kunshan International City Garden, and Chengdu Splendid at 61% and 24% of total GFA sales respectively. Our aggregate ASPs increased to RMB7,713 per square meter. That is up 13% compared to RMB6,826 that we reported in the fourth quarter of 2009, and it is up 43% over the RMB5,405 we reported in the first quarter of last year. Our largest active projects, Kunshan, Chengdu, and Suzhou International City Garden, experienced ASP increases for the quarter sequentially of 14%, 5%, and 19% respectively. Contract sales represent the gross amount of contracts consummated with buyers or presales as we call them and essentially equals square meters sold times the price per meter. The contract sales in the first quarter of 2010 totaled $143.3 million. That is up 284% compared to the first quarter of 2009, due to both GFA and ASP growth, and 10% above the high end of our guidance range. Contract sales were down from $239.7 million in the fourth quarter of 2009, again due to seasonality factors and Chinese New Year. Revenue recognized in the percentage of completion method increased 178% over the first quarter of 2009, and was 5% above the high end of our guidance range. Under the percentage of completion method, of course, revenue for a given project is calculated as fuel and contract sales less 5.5% business tax times the project spending to date divided by the estimated total project spending. Once again, revenue grew a little bit slower than contract sales, mainly because our contract – our input cost spending was a little bit lower than expected. This improved revenue was primarily due to the fact that sales growth was stronger in our less-mature projects. Kunshan at 56% sold and 61% complete, that is 61% of the expected total construction costs that have been incurred, and Chengdu at 65% sold 73% complete, and Suzhou at 34% sold and 79% complete. So let us take a look at the rest of the P&L. We will start with gross margin. Gross margin was recorded at 22.3% of revenue, up from 16.2% a year ago, and 21.8% last quarter, in the fourth quarter of 2009. This was primarily due to the impact of higher ASPs driving higher sales, and also accelerated GFA sales rates, particularly from Kunshan, driving improved cash flow and thus lower capitalized interest costs, and again thus, lower target costs. The improvement drove a small favorable change in estimates for Kunshan and Suzhou, and an overall change in gross profit of $3.4 million, less than the $8 million recorded as change in estimate in the last quarter and $6.5 million in the third quarter of 2009. SG&A expenses continued to be well under control, and as a percentage of revenue, they were 7.2%, down substantially from the 11.7% in Q1 of 2009, but slightly up from the 6.7% in Q4 2009, primarily due to a decline in sales and expenses came down, but not at quite the same rate quarter to quarter. Advertising and promotion expenses were $2.2 million, down sequentially from Q4 2009 by $1.8 million or 45%, showing again the largely variable nature of our selling expenses, under the agency outsourcing model. SG&A compensation costs were $2.2 million, down sequentially by $1.1 million or 35% of lower bonus accruals. Our 45% joint venture, Jiantou Xinyuan Real Estate Company Ltd., contributed book profits to Xinyuan of $0.6 million in the first quarter versus an income of $2 million in the previous quarter, in Q4 2009, as its projects neared completion. The process of acquiring the 45% of Jiantou Xinyuan continues, as we are in the midst of a 20 working-day auction process, common for sales data on the assets. If we prevail, completion of this acquisition will be complete this quarter, and we would immediately be in development of a parse of 198,000 square meters, currently under planning. Income tax through the first quarter was 34% of pre-tax income, as expected. We expect the tax rate to continue approximately at this level for the foreseeable future. Net income in the first quarter therefore totaled $11.9 million, that is versus only $1 million in Q1 of 2009 and $15 million in Q4 of 2009. It is also 19% ahead of what we guided last quarter. The balance sheet continued to improve. Cash on hand increased $94 million from year end to $292 million. The debt outstanding increased by $45 million from December to $297 million. As previously announced, on April 15, 2010, we repaid in full the $75 million floating rate notes and $30 million convertible note obligations on schedule, and completed the placement of $40 million in aggregate principal amount of a guaranteed senior secured note, plus ones, to a holder of Xinyuan's previous floating rate notes. Also in April, we fully paid Wendu [ph] the final land payment for our new G-9 [ph] project. That means that now we have full titles to all projects at Xinyuan with no further land premium payments due. Operating cash flow in the first quarter of 2010, excluding land premium payments, totaled $69 million versus about $170 million in the previous quarter, in that exceptional Q4 of 2009. Real estate property under development rose $95 million from year end to $655 million, mainly due to land premiums of approximately $150 million in the quarter. We have no new land acquisitions in the first quarter of 2010 and as of March 31, 2010, our land bank totaled 1,924,000 square meters, consisting of projects under development of 428,500 square meters, and projects under planning of 1,495,900 square meters. In addition, and not included in those numbers, Jiantou had a land bank of 237,800 square meters as of March 31. So, now I would like to talk about the outlook. Xinyuan is currently in the best financial shape it has ever been in. Operating cash flows are healthy, debt levels are low, all our land parcels are fully paid for, and we continue to exert strong controls over our operating expenses. In short, we are very well poised for growth. However, the recent government policy actions in April and May have given us reason for pause, and I would like to spend a few minutes discussing what we are currently seeing in our markets and how we believe we are positioned related in these policies. On April 17, the government raised minimum mortgage rates and down payment ratios for home purchases, after property prices surged at record pace in the markets. For a first-time home buyer, an apartment greater than 90 square meters in size, now a minimum 30% down payment is required versus 20% previously, and for second homes, down payments must be at least 50%, previously 40%, and mortgage rates on second apartments must be at least 110% of the benchmark range, versus 100% before. And for third and subsequent purchases, banks must require substantially higher down payments and mortgage rates. Also last week, the government unveiled additional rules in Beijing that restrict each family to the purchase of only one new apartment. This is for the City of Beijing, not for the country as a whole. The Beijing government also ordered the implementation of Central Government policies that ban mortgages for purchases of third and third plus homes. It also encourages banks to deny mortgages to non-local residents who cannot provide more than one year of tax returns, or proof of Social Security payments in that region. These policies are an incurred speculation obviously, and particularly in the Tier I cities, where prices have risen the fastest and speculation has been most rampant, and where apartments are the least affordable. However, we felt the impact of this tightening in certain of our markets, as well as in the Tier II cities. For example, in Kunshan, the site of our largest active project, 182 apartments were sold in the first 18 days of April, and following the government's announcement, we have sold – until yesterday, we have sold just nine units. And none were sold in May. Local banks in Kunshan are simply not granting mortgages to anybody, as they seek bank policy clarification from their headquarters. So far, while traffic is down slightly for the first quarter across our projects, our other projects do not appear to be as affected by the new policies as Kunshan has been. So clearly while we are not immune to the restrictive impact of these policies, we believe we are relatively well positioned compared to other real estate developers in China for several reasons. First, we target middle income consumers in Tier II and Tier III cities, where price increases and speculative buying have been much lower. And during the first quarter, with the exception of Kunshan, more than 90% of our units were owner-occupied. In Kunshan itself, the owner occupied ratio was much lower, it was about 10% to 20%. In Kunshan our ASPs of approximately RMB8,000 per square meter is nearly 60% below the average prices in Shanghai. At just 30 minutes from downtown Shanghai by subway, Kunshan provides an affordable solution for workers in Shanghai, but who would not have been able to continue buying in Kunshan due to residents restrictions on these mortgages. So, depending on which project, approximately 8% to 18% of our customers are on an average of around 10% in total, pay fully in cash versus applying for a mortgage. We have also been through downturns before, as recently as the fourth quarter of 2008 and the first quarter of 2009. During our worst quarter in history, Q1 of 2009, we were still profitable, and operating cash flow positive. And due to our much needed cost structure, we expect to be profitable each quarter this year, even if sales decline, slightly or precipitously. It is also important to note that this tightening is a result of government access, not yet a purely economic issue. We clearly do not have plans to lower our prices, as we have already – we already provide mid-to-low and price range developments in our markets, which are affordably priced. Our strong cash position and balance sheet will also continue to be a key point of strength as the market continues to be challenging. We also have already established a pipeline for growth over the next few years, with the seven projects that we have under planning and fully paid for. We currently have sales permits for two of these projects, Xinyuan Splendid in Chengdu and Long High in Zhengzhou, and we are starting presales on these projects in this quarter. In addition, Suzhou Colorful Garden, which we just purchased in the fourth quarter, has entered into its construction phase and we can expect sales permits there also in the near future. Now given the uncertainty created by all these actions, it is very difficult to provide an outlook for the remainder of 2010, and I am simply not going to do so here. We hope to be able to provide more details as we move through the year and hopefully just through the next couple weeks. And we hope to give more clarity on the impact of government policies on our markets. I want to thank you for listening to this, and I want to open this up to questions.

Thank you. And the question and answer session will be conducted electronically. (Operator Instructions). We will take our first question from Kun Tao with Roth Capital Partners. Kun Tao – Roth Capital Partners: Hello.

Hey, Kun. Kun Tao – Roth Capital Partners: How much of the contract sales haven't been recognized in the quarter?

I am sorry, could you repeat that? Kun Tao – Roth Capital Partners: How much of the contract sales haven't been recognized in the quarter?

How much of the contract sales has not been recognized this quarter? I am afraid I do not know how you answer that, I do not understand the question. Kun Tao – Roth Capital Partners: Okay.

Are you saying what percent complete did we use? Kun Tao – Roth Capital Partners: Yes.

Well, it varies by project. We have a table in the press release called project status. Kun Tao – Roth Capital Partners: Okay.

It shows project cost complete there. You could probably do the math by project times the earlier table that shows ASPs and GFA, and you could do the math multiply GFA times ASP and then multiply by these numbers. That will tell you how much we have recognized. Kun Tao – Roth Capital Partners: Okay. And then other than the Kunshan project, what were the contract sales situations like on the other projects after the policies that were announced?

Well, they were lower, but coming back a little bit. For example, Chengdu sold about 175 apartments in the – until April 18, and then through the end of April, it had sold just 39 more. Whereas in Kunshan, it sold just nine during that period. In the meantime, Zhengzhou Colorful Garden was brilliant, it sold more during that period than it did in the first 18 days of the month. So if we split April into the before and after of this government policy, Kunshan sold nine apartments, and then in May, it hasn’t sold any. And the banks are all out of their head in the sand and are awaiting instructions from headquarters, so they are simply not lending anything. Chengdu in May is now up to about 13 apartments sold. It has recovered, it was just one a few days ago, so I think the last four days sold 13 apartments. So it is a mixed bag. Suzhou is good, Suzhou does not have any sales this quarter either. So we are awaiting these banks to make their internal decisions to establish what really is the market going forward. Kun Tao – Roth Capital Partners: Okay. And then, what is your strategy to minimize the policy impact?

Helen, could you turn that one over to the Chairman?

Sure.

Two points. One is, we will temporarily suspend the last acquisition spend, probably starting Q3. And the second is the tax position. We are going to hold very healthy cash position, under the condition that sale is made to us by 50% of the overall market, and we believe that our current cash flow will support the company for at least one or two years operation. Kun Tao – Roth Capital Partners: Okay. And then, when do you think you will have a better picture on how much the policy will impact your 2010 financials?

Well, this is Tom Gurnee. I think we have to have some decisions from some government in these banks within about two weeks, I have to think backward, they can't continue to not have any mortgages, in all of Kunshan, for example. And then, to interpret and to see the trends in the other ones, I would guess about 30 days we probably would. Two weeks to have the policy communicated to those banks and probably two more weeks to fully understand them. But that is it. Obviously, I am speculating here, but I can't believe that we would have a no clarification. These policies – there are no policies at all in these micro markets like Kunshan, any later from two weeks from now, I just can't imagine. Kun Tao – Roth Capital Partners: Okay. Great. Thank you.

Thank you.

And Liang Hsu with Brean Murray, please go ahead. Liang Hsu – Brean Murray Carret & Co.: Hi, Tom. Well, I think I just want to kind of follow up on the project level. You mentioned about the Kunshan and Suzhou sales' impact due to the policy, but do you also see other weakness in other cities or other projects that you think that you might need to kind of lower your selling price in order to sustain your GFA sales at this point?

Well, at this point, we are not doing anything on price because we – there is no point to – this is an administrative freeze going on right now. Now it may morph into an economic freeze. But right now, there is really no point to it. Price is not the issue. I think the issue is availability of mortgages. Now, are the others affected? Yes, I would say we are affected everywhere, but we are least affected in our backyard, which is Zhengzhou. So far, apartment sales have been pretty good over there. We are most affected in Kunshan and in Suzhou, and then somewhere in between is Chengdu. But we are – so suffice it to say that we are pretty much impacted everywhere, except Zhengzhou right now. And as far as pricing you are asking, we definitely made the decision in the short term to not to touch prices until – unless this becomes a purely economic matter versus an administrative matter. Liang Hsu – Brean Murray Carret & Co.: Okay. So you are still confident in kind of achieving a year-over-year growth of about 5% to 10% in ASP this year, as you guided in last quarter?

Well, no, I didn't say that either. I would say this. In putting our PoC, percentage of completion estimates together for the projects that we are going to do, we obviously aren’t going to move from the nervousness we are describing of the bubble. So now we finally have some administrative guidance here. I do not forecast from here forward. We have already had a run up of 13% in the first quarter, and we do not expect that to keep running another five to single digits beyond this. We are already way ahead of that earlier plan. I did in my percentage of completion accounting projections show slight decreases, 5% to 10% decreases in Kunshan and in Suzhou in the near term, followed by flat. Now why did I do that, did I have any reason to do that? No, but I was just trying to be a little bit cautious. But we are not taking those – that is not a strategy per se, it was a prediction. And we recognize that we don't control prices in this country, but so far, we consider it pointless to drop prices. So, no, I do not expect prices to increase, not at this point, and so I guess that is a little bit of a change from before, but before – when we mentioned this before was before a recording of 13% increases in Q1 as well. Liang Hsu – Brean Murray Carret & Co.: Okay. And given that you have a solid cash positions on hand, do you also consider – I know the Chairman just mentioned about you want to reserve a healthy cash position. But given that the smaller developers at this point are getting harder to gain their construction loan, so I am just wondering would you be able to like take advantage of that kind of to acquire smaller developers?

Well, if you could give us some reason, that would be great, but definitely, yes, we are interested. We are prudent, nobody knows where this is going, this is the first time I have ever not given guidance in the short term. So we are very prudent here and the Chairman wants to make sure his company is in very, very solid shape. But yes, we are constantly on the lookout for – we will be looking at other properties, we will go to auctions and we will look for M&A opportunities, although there haven't been a great many in China, but we will continue to be vigilant for that. We feel we are a survivor, we feel we are in a very good growth position. If this just clarifies a little bit, we will be in great shape. So yes, to answer your question, yes, we will look at land. We are not going to go buy land this week, not until we get some interpretation on Kunshan and Suzhou. But as soon as we do have a little clarity and get a little bit comfortable, yes, we are back on the trail. Liang Hsu – Brean Murray Carret & Co.: Okay. So that means there's no – nothing on the pipeline right now.

I wouldn't answer you truthfully on that anyway. Liang Hsu – Brean Murray Carret & Co.: Okay.

With regard to auctions, okay, as far as our historical method of acquiring lands, yes, we still have pending auctions. We are in right now and others. So no, we are still going to the auction and raising process. But it would be really hard to pull the trigger on one right now with these conditions until we get a little more clarity. Liang Hsu – Brean Murray Carret & Co.: Okay. I think that is all I have for now. Thank you.

(Operator Instructions). And Brandon Dobell with William Blair, please go ahead. Brandon Dobell – William Blair & Co.: Hi, Tom, just had a quick one for you. Do you think the smaller I guess micro markets that you called them will wait to see what Beijing and Shanghai do? Or do you think they can make decisions independent of what may be one of the Tier 1 cities?

Well, Brandon, that is a good question. What we found by their actions is that no, they will not make a decision independently. We have found that they are just as anxious to lend as we are to have our borrowers to borrow. But they are unable to because they are awaiting instructions from headquarters and this is what we hear. Brandon Dobell – William Blair & Co.: Okay. And just one quick one, one more for you – you mentioned some of the trends in the contract sales. How has consumer traffic been, maybe seeing people still coming in looking, they are just waiting? Or are people really taking a step back and saying not even going to look until I get a better idea of what the mortgage market looks like?

Well, I am glad you asked that, because I went and got the data on that about three days ago, and the number of policies coming through is high, except Kunshan, and I think it is because Kunshan, they know it is hopeless to get a mortgage at this point with (inaudible), but the traffic compared to previous traffic, before the 18, the traffic is good so far. Brandon Dobell – William Blair & Co.: Okay. Great. Thanks a lot.

And it is down a lot either. Brandon Dobell – William Blair & Co.: And that is pretty good for this market?

Yes. Brandon Dobell – William Blair & Co.: Okay. Thanks, Tom.

Thanks, Brandon.

And Rafael Marnay [ph] with Morning Glory Capital Management [ph]. Please go ahead. Rafael Marnay – Morning Glory Capital Management: Hi. Would you be able to talk a little bit about what you see as the correlation between Tier I and Tier II ASPs going forward and how well you would expect Tier II to hold up in the context of a significant market decline?

Helen, could you give this one to the Chairman?

Sure.

We did that because before the announcement of the policies, the ASP in the second tier cities, especially those where we have presence, continues to grow, and we believe each of the new policies, the actual growth trend will be suspended in the second tier cities. But for Q3, in terms of the ASP growth trend, is still a question mark. And the policy which prevent the non-local residents to buy a house in other provinces, according to our understanding, is to happen in Beijing and Shanghai. And in terms of the second tier cities, according to our understanding, deciding some for Zhengzhou and Xinyuan, the local government says that it can take people in the same provinces as the local residents. So in conclusion, the different local governments has different interpretation of the newly issued policies. It is too early for us to give a clarification of the overall picture. But we believe that the theme of the government policy is to encourage the immigration and the moralization of the second tier and third tier cities. Rafael Marnay – Morning Glory Capital Management: Okay. Thanks.

(Operator Instructions). And there are no further questions. I will turn the call back over to management for closing remarks.

Well, thank you. This is Tom, and I just want to thank everybody for attending, and I want to apologize for not being clear on guidance, but we cannot invent facts, we have to report what we find, and given the rate, I think Xinyuan is probably in the strongest financial position it has ever been in, and we are very bullish on the future. As soon as that future becomes clear, we will let you know what they are and what our strategies are. Thank you very much for attending this call. Thank you.

And that does conclude your conference call for today. Thank you for your participation.