Xinyuan Real Estate Co., Ltd. - Exchange Offer - Results

of its outstanding 14.5% Senior Notes due 2023 (the “September 2023 Notes”) (ISIN: XS2176792658) 14.0% Senior Notes due 2024 (the “January 2024 Notes”) (ISIN: XS2290806954) and 14.2% Senior Notes due 2023 (ISIN: XS2394748706) (the “October 2023 Notes” and, together with the September 2023 Notes and the January 2024 Notes, the “Existing Notes”)

29 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SGX

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"The Exchange Offer expired at 5:00 p.m., Hong Kong time, on June 28, 2023 (the “Exchange Expiration Deadline”). The Company hereby informs the Eligible Holders that, as of the Exchange Expiration Deadline, US$307,363,580, or 46.6% of the total aggregate outstanding principal amount of the Existing Notes have been validly tendered for exchange for the Exchange Consideration. The Company has decided to waive the Minimum Acceptance Amount as a condition precedent to the Exchange Offer and to accept all validly tendered Existing Notes in exchange for the Exchange Consideration pursuant to the Exchange Offer Memorandum.

With respect to the Existing Notes tendered for exchange, subject to the satisfaction or waiver of the conditions to the Exchange Offer, on the settlement date of the Exchange Offer, the Company will (i) issue US$331,303,941 in principal amount of the New Notes and (ii) make a payment of Consent Fees in cash in the amount of US$ 1,536,817.90 in full satisfaction of the Exchange Consideration to the Eligible Holders whose Existing Notes have been validly tendered and accepted for exchange pursuant to the Exchange Offer Memorandum.

The Eligible Holders should note that the Company’s obligation to consummate the Exchange Offer, and the effectiveness of Exchange Offer is subject to, among other conditions precedent, the obtaining of all requisite regulatory approvals, including a certificate from the National Development and Reform Commission (the “NDRC” and such certificate, the “NDRC Certificate”) for the registration of the issuance of the New Notes. As of the date of this announcement, the Company is still waiting for the approval from the NDRC for its registration of the issuance of the New Notes. Therefore, the settlement date of the Exchange Offer and the issuance date of the New Notes will be postponed. The Company will use its best endeavours to obtain the NDRC Certificate as soon as practicable, and will announce the settlement date of the Exchange Offer and the issuance date of the New Notes as soon as it obtains the NDRC Certificate."

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of its outstanding 14.5% Senior Notes due 2023 (the “September 2023 Notes”) (ISIN: XS2176792658) 14.0% Senior Notes due 2024 (the “January 2024 Notes”) (ISIN: XS2290806954) and 14.2% Senior Notes due 2023 (ISIN: XS2394748706) (the “October 2023 Notes” and, together with the September 2023 Notes and the January 2024 Notes, the “Existing Notes”)

21 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SGX

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"Reference is made to the announcement of the Company dated June 12, 2023 in relation to the commencement of its offer to exchange (the “Exchange Offer”) the Existing Notes. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Exchange Offer Memorandum dated June 12, 2023 (as it may be amended or supplemented from time to time, the “Exchange Offer Memorandum”).

To provide sufficient time for the Eligible Holders who would like to validly tender their Existing Notes and participate in the Exchange Offer to complete their internal procedures for such tender and participation, and to encourage all the Eligible Holders to submit their Instructions, the Company wishes to announce that:

(i) the Early Bird Consent Fee Deadline will be extended to June 27, 2023 at 5:00 pm Hong Kong time, being the last date and time on which Eligible Holders of the Existing Notes who validly submit Instructions are eligible to receive the Early Bird Consent Fee;

(ii) the General Consent Fee Deadline, or the Exchange Expiration Deadline, will be extended to June 28, 2023 at 5:00 pm Hong Kong time, being the last date and time at which Eligible Holders of Existing Notes who validly submit Instructions are eligible to participate in the Exchange Offer and receive the Exchange Consideration; and

(iii) the settlement date for the Exchange Offer and the issuance of the New Notes is expected to take place on June 29, 2023.

The Company will announce the results of the Exchange Offer as soon as practicable after the Exchange Expiration Deadline."

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of its outstanding 14.5% Senior Notes due 2023 (the “September 2023 Notes”) (ISIN: XS2176792658) 14.0% Senior Notes due 2024 (the “January 2024 Notes”) (ISIN: XS2290806954) and 14.2% Senior Notes due 2023 (ISIN: XS2394748706) (the “October 2023 Notes” and, together with the September 2023 Notes and the January 2024 Notes, the “Existing Notes”)

12 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SGX

"INVITATION BY THE COMPANY TO HOLDERS (THE “NOTEHOLDERS”) OF THE EXISTING NOTES TO EXCHANGE THEIR EXISTING NOTES (THE “EXCHANGE OFFER”) BY THE COMPANY FOR THE EXCHANGE CONSIDERATION, AS FURTHER DETAILED IN, AND SUBJECT TO, THE CONDITIONS SET OUT IN AN EXCHANGE OFFER MEMORANDUM DATED JUNE 12, 2023

The Company refers to the Existing Notes, among which the September 2023 Notes and the January 2024 Notes are listed on the Singapore Exchange Securities Trading Limited. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Exchange Offer Memorandum dated June 12, 2023 (as it may be amended or supplemented from time to time, the “Exchange Offer Memorandum”).

Summary of the Exchange Offer

Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company is offering to exchange any and all of its outstanding Existing Notes for the Exchange Consideration. We have engaged Alvarez and Marsal Corporate Finance Limited as our restructuring adviser.

Eligible Holders who validly tender their Existing Notes in the Exchange Offer will, upon acceptance by us and receipt of the Exchange Consideration, be deemed to, from and including the Original Issue Date, waive any and all rights with respect to such Existing Notes (other than the right to receive the corresponding Exchange Consideration), and will release and discharge the Company and the Subsidiary Guarantors from any and all claims such Eligible Holder may have arising out of or related to such Existing Notes, including any and all accrued and unpaid interest from, and including, 30 September 2022 (the “Restructuring Effective Date”, or the “RED”)) and up to, and excluding, the Exchange Settlement Date.

Exchange Consideration

For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of such Existing Notes will receive the exchange consideration of either of the following options, at the election of each Eligible Holder:

(1) US$1,000 in principal amount of new US$ denominated 3.0% Senior Notes due 2027 to be issued by the Offeror, with the interest accrual on such notes to commence retroactively on the RED (the “New Notes”) (such principal amount, for avoidance of doubt, includes the amount of New Notes to be issued in lieu of all accrued but unpaid interest under the relevant Series up to, and excluding, the RED that is capitalized and added to the outstanding principal amount of such Series), plus

(2)

(a) a cash payment of US$5.00, or the Early Bird Consent Fee, when the Existing Notes are tendered and instructed to be exchanged into the New Notes on or prior to 5.00 p.m. Hong Kong time on June 20, 2023 or such later date as the Issuer may elect in its sole discretion (the “Early Bird Consent Fee Deadline”), or

(b) a cash payment of US$3.00, or the General Consent Fee, when the Existing Notes are tendered and instructed to be exchanged into the New Notes after the Early Bird Consent Fee Deadline but on or prior to 5.00 p.m. Hong Kong time on June 23, 2023, or such later date as the Issuer may elect in its sole discretion (the “General Consent Fee Deadline”)."

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