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Xinyuan Real Estate Reports Strategic Investment in TPG, Co. Will Hold ~20% of TPG

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Xinyuan Real Estate Co., Ltd. (NYSE: XIN), a real estate developer with a focus on high growth cities in China, announced today that the Company has entered into an agreement with TPG, one of the world's leading private investment firms, under which TPG will invest US$108.6 million through the purchase of convertible notes and common shares.

Under the agreement, TPG has agreed to purchase 1) convertible notes due 2018 in the aggregate principal amount of US$75.8 million, and 2) US$32.9 million worth of common shares. The convertible notes carry an annual cash coupon rate of 5.0% and will be convertible into Xinyuan's common shares at an initial conversion price of US$6.00 per ADS. The common shares will be issued at US$5.48 per ADS. Taking into account the common shares and assuming the convertible notes are fully converted, TPG will hold a total of 18.6 million ADSs post transaction on a fully diluted basis, equivalent to approximately 20% of the Company's total share capital taking into account the investment by TPG. In accordance with the terms of the purchase agreement, TPG will be entitled to nominate one non-executive director to Xinyuan's board of directors following the investment.

Subject to and upon closing, Xinyuan will receive US$108.6 million of gross proceeds from the issuance of the convertible notes and the sale of common shares, which will be used, among other purposes, for land acquisition and general corporate purposes to support further development of the Company. Closing of the private placement is subject to customary closing conditions.

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