Exhibit 99.1

XINYUAN REAL ESTATE CO., LTD.

PROXY STATEMENT

General

We are soliciting the enclosed proxy on behalf of our board of directors for use at a extraordinary general meeting of shareholders to be held on July 29, 2025 at 10 a.m. local time, or at any adjournment or postponement thereof (the “Meeting”). The Meeting will be held at Xinyuan (China) Real Estate, Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025, the People’s Republic of China.

The Meeting is being held to allow our shareholders to consider and vote on the following two separate, but related matters, as more fully described below:

As indicated, the consummation of the Restructuring is conditional upon the approval by shareholders and consummation of the Spin-Off. Assuming completion of the Spin-Off, we would expect to close on the Restructuring immediately thereafter.

Shareholders are being asked to consider and vote upon each of the above matters separately.

This proxy statement is available to shareholders beginning on July 14, 2025, and the form of proxy is first being mailed to shareholders on or about July 14, 2025.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold common shares, by attending the Meeting and voting in person. Attendance at the Meeting in and of itself does not revoke a prior proxy. A written notice of revocation must be delivered to (i) the attention of the Office of the Board of Directors, at our offices in Beijing at the address listed above, if you hold our common shares, or (ii) JPMorgan Chase Bank, N.A., Depositary, PO Box 64873 Saint Paul MN 55164-0873, if you hold American Depositary Shares, known as ADSs, with each ADS representing 20 of our common shares.

Record Date, Share Ownership, and Quorum

Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting. Our common shares underlying ADSs are included for purposes of this determination. As of July 8, 2025, 207,899,360 of our common shares, par value US$0.0001 per share, were issued, of which 69,549,099 were held by the Company as treasury shares and 138,350,261 were outstanding. Approximately 74,405,360 shares were represented by 3,720,268 ADSs. The presence in person or by proxy of at least 20 shareholders holding not less than one-half of our outstanding common shares entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting.

Voting and Solicitation

Each common share outstanding on the Record Date is entitled to one vote. Voting by holders of common shares at the Meeting will be by a show of hands unless the chairman of the meeting or any shareholder present in person or by proxy demands that a poll be taken. Holders of ADSs cannot vote at the Meeting.

The costs of soliciting proxies will be borne by our Company. Proxies may be solicited by certain of our directors, officers, and regular employees, without additional compensation, in person or by telephone or electronic mail. The solicitation materials are available on our company’s website at http://ir.xyre.com/news-events/agm-summary. Hard copies of the solicitation materials are available upon request to shareholders free of charge.

Voting by Holders of Common Shares

When proxies are properly dated, executed, and returned by holders of common shares, the shares they represent will be voted at the Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed in the form of proxy. Where the chairman, a director, or an officer of the company acts as proxy and is entitled to exercise his or her discretion, he or she is likely to vote the common shares “FOR” Proposals 1 and 2. Abstentions by holders of common shares are counted as present for the purpose of determining whether a quorum is present and are not counted as votes for or against a proposal.

Voting by Holders of American Depositary Shares

JPMorgan Chase Bank, N.A., as depositary (the “Depositary”) of the ADSs, has advised us that it intends to mail the Notice of 2025 Extraordinary General Meeting of Shareholders and an ADS Voting Instruction Card to all record date holders of ADSs. Upon timely receipt by the Depositary of a signed and completed ADS Voting Instruction Card properly executed by a record date holder of ADSs, the Depositary will vote or cause to be voted the number of common shares represented by the ADSs held by such holder in accordance with the instructions set forth therein. If you mark the box in the enclosed ADS Voting Instruction Card instructing that you wish to give a discretionary proxy to a person designated by the Company, the underlying common shares represented by your ADSs will be voted by a person designated by the Company in his or her discretion. In accordance with the provisions governing the ADSs, the Depositary will not vote the common shares represented by the ADSs other than in accordance with such instructions. If (i) your enclosed ADS Voting Instruction Card is signed and dated but is missing specific voting instructions or (ii) your enclosed ADS Voting Instruction Card is improperly completed, the Depositary will not vote the underlying common shares represented by your ADSs.

As the holder of record for all the common shares represented by the ADSs, only the Depositary may vote those shares at the Meeting. Properly executed and delivered instructions to withhold votes and abstentions are counted as present for the purpose of determining whether a quorum is present and are not counted as votes for or against a proposal. You should return your properly completed ADS Voting Instruction Card to the Depositary prior to 9:00 a.m. (Eastern Daylight Time) on July 25, 2025, which is the last date by which voting instructions may be received by the Depositary.

Neither the Depositary nor its agents are responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions. This means that if the common shares underlying your ADSs are not able to be voted at the Meeting, there may be nothing you can do.

PROPOSAL 1

SPIN-OFF TRANSACTION

I. OVERVIEW

We are proposing a transaction through which XIN would transfer certain assets, liabilities, and operations in the People’s Republic of China to XIN SpinCo and distribute the Spin-Off Shares by means of a dividend to the existing shareholders of XIN as of the record date for the Spin-Off (the “Spin-Off Record Date”) on a pro-rata basis. As a result, XIN SpinCo will operate as a distinct real estate development company with its own separate and distinct management, strategy and operational focus. The effective date of the Spin-Off, if approved, would be expected to occur on or around December 10, 2025.

Once the Spin-Off takes place, XIN SpinCo will focus on strategic real estate development and management in China (the “Spin-Off Business”). As a spin-off company of XIN, XIN SpinCo benefits from a deep foundation of expertise in the real estate development industry. Following the Spin-Off, XIN SpinCo will focus on the business operations of real estate development in China, while XIN will focus on property management operations in China and real estate project operations in the U.S.

We intend for the Spin-Off Shares to be eligible for trading on the Over-the-Counter (“OTC”) market; however, there is no assurance that the Spin-Off Shares will be eligible for such trading or that any trading market for the Spin-Off Shares will exist.

II. CURRENT OVERVIEW OF XIN (PRIOR TO THE SPIN-OFF)

XIN was incorporated in the Cayman Islands on March 26, 2007 and is a holding company that primarily conducts business through its operating subsidiaries in the People’s Republic of China (“PRC”) and, as to certain operations, non-PRC based subsidiaries. The principal executive offices of XIN are located in Beijing, China. XIN’s common shares are traded on the New York Stock Exchange (“NYSE”) in the form of American depositary shares under the symbol “XIN”.

XIN is a real estate developer that strategically focuses on selected high-growth cities in China and the United States. Specifically, XIN focuses on developing large scale quality residential projects, which typically consist of multiple residential buildings that include multi-layer apartment buildings, sub-high-rise apartment buildings or high-rise apartment buildings. Several of XIN’s projects include auxiliary services and amenities such as retail outlets, leisure and health facilities and educational facilities. XIN also develops small-scale residential properties and provides property management services for its developments and other real estate-related services to its customers. XIN acquires development sites in China primarily through public auctions of government land and acquisitions of entities.

XIN operates its business through its subsidiaries. For its operations in each of the PRC and the United States, a separate entity is established for each development project and a local holding company owns the operating entities. Additionally, XIN has established several subsidiaries for upcoming ventures and to offer real estate and property management-related technology services.

Please refer to XIN’s most recent Annual Report on Form 20-F for further information on its business and operations.

III. ANTICIPATED EFFECTS OF THE SPIN-OFF

Following the Spin-Off, XIN and XIN SpinCo would trade as separate companies, with XIN continuing to be listed on the NYSE. We intend for the Spin-Off Shares to be eligible for trading on the OTC market; however, there is no assurance that the Spin-Off Shares will be eligible for such trading or that any trading market for the Spin-Off Shares will exist. Shareholders of XIN will continue to own their original XIN shares and will additionally own shares in XIN SpinCo on a pro-rata basis.

Post Spin-Off, XIN will primarily focus on its asset management business, including its majority stake in the property management company XINYUAN Property Management Service (Cayman) Ltd. and its US assets, while XIN SpinCo will predominately concentrate on the Spin-Off Business. Following the spin-off, XIN SpinCo will focus on the business operations of real estate development in China, while XIN will focus on managing its assets including the property management business in China and real estate project operations in the U.S.

For further information on potential financial impacts of the Spin-Off, together with Restructuring, on the XIN and XIN SpinCo, please refer to section I of the Supplemental Information section.

IV. Purpose

The Spin-Off is intended to (i) significantly reduce liabilities through a clean transfer of PRC real estate development operations, resulting in a marked improvement of the Company’s asset-liability ratio; (ii) to protect and enhance the security of the Company’s assets, including its overseas businesses and property management business; (iii) to enable the Company to refocus on its international operations, asset-light management business, and investment and financial services capabilities; and (iv) to enable a professional and specialized operational structure under Xin SpinCo, which may later seek independent financing and development opportunities.

V. SHAREHOLDER DISTRIBUTIONS

As a result of the Spin-Off, shareholders of XIN will receive the Spin-Off Shares in the form of dividends distributed on a pro-rata basis at a distribution ratio of one share of XIN SpinCo for every one share of XIN owned (the “Distribution Ratio”). The purpose of this distribution is to enhance shareholder value by providing an opportunity to participate in the potential growth of both XIN and XIN SpinCo.

VI. RELATIONSHIP TO RESTRUCTURING

The Spin-Off is not conditioned on the completion of the proposed Restructuring (as defined and described herein). While the Restructuring, if pursued, would only occur following the Spin-Off, the Company may elect to complete the Spin-Off even if the Restructuring does not ultimately take place. Accordingly, it is possible that the Spin-Off proceeds independently of any decision regarding the Restructuring. Additionally, the Company may elect not to complete the Spin-Off, even if shareholder ratification or approval has been obtained, in its sole discretion and for any reason, including changes in market conditions.

If the Spin-Off and the Restructuring are both completed as contemplated herein, Xin SpinCo is expected to issue the New Senior Notes which are debt securities rather than equity Please see Proposal 2 herein for a more detailed description of the Restructuring and the New Senior Notes.

VII. U.S. SECURITIES LAW CONSIDERATIONS

The Spin-Off is expected to be exempt from registration pursuant to Rule 145 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), as the transaction is pro rata, involves no consideration, serves a valid business purpose and the Company has provided adequate public disclosure.

Following the completion of the Spin-Off, it is anticipated that XIN SpinCo will be required to register its common shares under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Section 12(g) thereof unless it is determined that an exemption from such registration is available.

VIII. CAPITAL STRUCTURE

Upon completion of the Spin-Off, XIN SpinCo is expected to have a simple capital structure consisting of a single class of common shares (i.e., the Spin-Off Shares), which will represent 100% of the equity ownership of XIN SpinCo.

IX. RIGHTS OF SPIN-OFF SHARES

Each Spin-Off Share will entitle the holder to one vote on all matters submitted to a vote of shareholders, the right to receive dividends as and when declared by XIN SpinCo’s board of directors, and the right to participate equally and ratably in any distribution of assets upon the liquidation, dissolution or winding up of XIN SpinCo, subject to the prior rights of any preferred shares that may be authorized and issued in the future (though none are currently authorized or planned).

X. BENEFICIAL OWNERSHIP OF XIN SPINCO BY CERTAIN SHAREHOLDERS

Because the Spin-Off Shares would be distributed in the Spin-off on a pro rata basis to the shareholders of XIN as of the Spin-Off Record Date, and assuming the ownership of XIN shares were to remain the same as of the date of this proxy statement, immediately upon completion of the Spin-Off, XIN SpinCo’s major shareholders would be expected to comprise approximately: 1) Juicy Seasons Limited with 22.37% total shares, 2) Spectacular Stage Limited with 20.56% of total shares, 3) Xy Management Limited with 22.14%, and 4) Central Plain Limited with 8.25% of total shares.

Please refer to XIN’s most recent Annual Report on Form 20-F for information regarding beneficial ownership of XIN’s common shares by certain shareholders.

XI. CORPORATE GOVERNANCE

Prior to the completion of the Spin-Off, XIN SpinCo will appoint its own board of directors and management team. Upon completion of the Spin-Off, XIN SpinCo will continue to be a Cayman Islands exempted company and will operate as an independent, separate legal entity. The board of directors will be responsible for overseeing XIN SpinCo’s business and affairs, separate from the board of directors of XIN, while the management team will be responsible for day-to-day operations.

The board of directors of XIN SpinCo is expected to be comprised primarily of independent directors who will bring diverse experience and provide objective oversight. The exact composition and constitution of the board and its committees, including the number of directors and their qualifications, will be subject to further disclosure prior to the Spin-Off. XIN SpinCo’s governance framework will be designed to comply with applicable Cayman Islands laws. The management team of XIN SpinCo will be appointed by the board of directors of XIN SpinCo once the board is constituted.

Please refer to XIN’s most recent Annual Report on Form 20-F for information regarding its corporate governance policies and practices.

XII. Q&A REGARDING THE SPIN-OFF

1. What are the reasons for the Spin-Off?

The Spin-Off is intended to enhance the strategic focus of both XIN and XIN SpinCo. By separating assets or businesses, each company will be better positioned to concentrate on their respective objectives, improve operational efficiency and pursue growth opportunities more effectively. The ultimate goal of the Spin-Off is to unlock value for shareholders and provide both entities with more flexibility to focus on their unique market opportunities. See the section above titled “Purpose” for additional information.

2. How is the Spin-Off structured and why?

The Spin-Off is structured as a pro-rata distribution of the Spin-Off shares in the form of dividends to the shareholders of XIN on the Spin-Off Record Date. This means that for every share you hold in XIN, you will receive a proportional number of Spin-Off Shares. The Spin-Off is organized to ensure that each of XIN and XIN SpinCo remain independent and can focus on their respective business strategies.

3. What will I receive in the Spin-Off?

As a shareholder of XIN, on a pro-rata basis, you will receive Spin-Off Shares in XIN SpinCo as dividends according to Distribution Ratio (as defined above), thereby granting you ownership in the newly formed independent entity.

4. Is the spin-off subject to approval?

Yes, the Spin-Off is subject to approval by XIN's Board of Directors. The Board of Directors approved the Spin-Off on June 20, 2025.

While the Spin-Off does not legally require shareholder approval, the Board of Directors of XIN has determined to seek a shareholder vote to ratify the Spin-Off in order to ensure alignment and transparency with its stakeholders.

Please refer to section II on Proposal 1’s relationship with Proposal 2.

5. What do I have to do to participate in the Spin-Off?

To participate in the Spin-Off, you do not need to take any action. If you are a shareholder of record of XIN as of the Spin-Off Record Date, you will automatically receive the Spin-Off Shares on a pro-rata basis according to the Distribution Ratio (as defined above) if the Spin-Off is consummated as planned.

6. How will fractional shares be treated in the Spin-Off?

Since the Distribution Ratio is set at 1:1, no fractional shares will be created as a result.

7. When will the Spin-Off occur?

The Spin-Off is expected to occur on or around December 10, 2025.

8. How will I receive the shares of stock in the spin-off?

The Spin-Off Shares will be distributed to shareholders electronically or by physical certificate, depending on how you hold your current shares. Details on the method of distribution will be provided closer to the date of the Spin-Off. To further clarify, the current ADS program of XIN will not be directly affected by the Spin-Off.  XIN SpinCo will likely not have an ADS program, and all shareholders of XIN will receive Spin-Off Shares in the same manner.

9. How will the Spin-off shares of stock trade?

We intend for the Spin-Off Shares to be eligible for trading on the OTC market; however, there is no assurance that the Spin-Off Shares will be eligible for such trading or that any trading market for the Spin-Off Shares will exist.

10. What are the U.S. federal income tax consequences of the spin-off to me?

The U.S federal income tax consequences to you depend on, among other factors, whether you are a U.S Holder (as defined in Section XIII.5 “U.S Tax Treatment”) and whether the Spin-Off qualifies for tax-free treatment under Sections 355 and 368 of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative guidance and judicial interpretations, all of which may be subject to change (possibly with retroactive effect). Please refer to Section XIII.5 “U.S Tax Treatment”, below, for a more detailed discussion of the U.S. federal income tax implications of the Spin-Off.

11. Are there risks associated with owning shares of the new stock?

Yes, as with any investment, owning shares in XIN SpinCo involves various risks, including those related to the market, operations and the Spin-Off Business specifically. See the section below entitled “Risk Factors” for further information.

12. Who is the registrar for the Spin off shares?

The registrar for the Spin-Off Shares will be Maples Corporate Services (BVI) Limited (the “Registrar”). The Registrar will manage the issuance and recordkeeping of the Spin-Off Shares.

13. Where can I get more information?

For more information regarding the Spin-Off, you can contact us at heming.wang@xyre.com, yuanquan.qiu@xyre.com, and sheng.zhang@xyreusa.com.

XIII. RISK FACTORS

1. The Spin-Off

a. Lack of Operating History

XIN SpinCo will have a limited operating history as an independent entity and may face challenges establishing its operations, brand and market position. Further, XIN SpinCo may need to implement strategies, systems or processes that differ from those of XIN, thereby creating potential operational risks. Moreover, the management team selected to lead XIN SpinCo may not yet have been fully tested, potentially influencing its overall performance and success.

b. Uncertainty Regarding Achieving Expected Benefits of the Spin-Off

Both XIN SpinCo and XIN may be unable to realize some or all of the anticipated benefits of the Spin-Off. While the Spin-Off is expected to yield strategic advantages, such as greater focus and flexibility for both entities, there is no guarantee that XIN SpinCo and XIN will achieve the expected financial, operational or strategic outcomes. The Spin-Off could expose XIN SpinCo and XIN to unforeseen risks that may hinder each company’s ability to achieve the expected growth opportunities.

c. Establishment of Key Operational Functions

Following the Spin-Off, XIN SpinCo will need to independently manage and organize several critical functions, such as financial, administrative, legal and human resources operations. These functions may require external sourcing or internal development, both of which could be time-consuming and costly. As a result, XIN SpinCo may encounter temporary disruptions or operational inefficiencies immediately following the Spin-Off.

d. Limitations of Historical and Pro Forma Financial Information

Neither the historical financial information of XIN nor the unaudited pro forma financial information included in this proxy statement necessarily reflect the financial performance XIN SpinCo will achieve as an independent company. These figures may not accurately represent XIN SpinCo’s future financial results and may not be reliable indicators of its ability to generate consistent revenue, profitability or growth. Investors should be cautious in relying on this historical data, as it may not reflect the full financial and operational impact of the Spin-Off.

e. Risks Related to New Corporate Governance and Management

Following the Spin-Off, XIN SpinCo will need to establish its own independent governance structures, including a board of directors, executive team and operational management. While XIN SpinCo may benefit from experienced leadership, there are risks that the transition to an independent governance structure may take time or result in gaps in leadership. XIN SpinCo’s ability to execute its business strategy will depend on the effectiveness of its new management team and its ability to align the business with shareholder interests in a rapidly changing market environment.

f. Financial and Operational Risks of Independence

As a standalone company, XIN SpinCo and the Spin-Off Business may face challenges in maintaining or securing favorable financing arrangements, and the capital structure of XIN SpinCo may differ significantly from what it was as part of a larger corporate group. This could affect its access to capital or result in higher borrowing costs, potentially limiting its financial flexibility. In addition, XIN SpinCo’s financial position may be affected by costs related to the transition, including operational redundancies, restructuring or increased overhead as it establishes itself as an independent entity.

g. Legal and Regulatory Uncertainty

The Spin-Off may expose XIN SpinCo to legal and regulatory risks. As a newly independent entity, XIN SpinCo will be subject to ongoing changes in local and international laws, including tax laws, labor regulations and environmental rules. These changes could impact XIN SpinCo’s ability to conduct business efficiently or increase the cost of compliance. Any non-compliance or failure to adapt to new regulations could result in penalties or legal disputes, which may negatively impact XIN SpinCo’s reputation and financial standing.

h. There is no assurance that XIN Spin-Co will be eligible to trade, or will successfully commence trading, on the OTC market.

The success of the Spin-Off depends in part on the ability of XIN SpinCo to commence trading on the OTC market. However, there can be no assurance that XIN Spin-Co will satisfy all applicable regulatory, listing or operational requirements for trading on the OTC market, or that a liquid or active trading market will develop. The absence of a trading market could significantly limit shareholders’ ability to sell or realize the value of the Spin-Off Shares.

2. SPIN-OFF Shares

a. Limited Liquidity and Market Risk

Following the Spin-Off, the Spin-Off Shares of XIN SpinCo may experience limited liquidity, particularly if the market for its shares is less developed or less active than that of XIN. The trading volume of the Spin-Off Shares may be lower than that of XIN, making it more difficult for investors to buy or sell Spin-Off Shares without affecting the stock price. As a result, investors may face difficulty in realizing the full value of their investment, particularly in the event of adverse market conditions. The stock price may also be more volatile due to the limited trading history of XIN SpinCo.

b. Stock Price Volatility

The market price of Spin-Off Shares may fluctuate significantly following the Spin-Off. This volatility may be driven by various factors, including XIN SpinCo’s financial performance, the broader market or economic conditions, changes in investor sentiment and market speculation about XIN SpinCo’s future prospects. As a result of XIN SpinCo’s status as a newly independent entity, the price of the Spin-Off Shares may be more susceptible to volatility compared to companies with a longer operating history or more established investor bases.

c. Absence of a Historical Trading Price

At the time of the Spin-Off, the Spin-Off Shares will have no prior trading history, and the initial trading price of the shares may be determined by the market’s perception of the value of the newly independent entity. Without historical stock price data, it may be difficult for investors to assess the potential risks and rewards of owning the Spin-Off Shares. The price of the Spin-Off Shares may be subject to initial uncertainty as the market adjusts to the new company and its operating model.

d. Dependence on Spin-Off Performance and Strategy

The value of the Spin-Off Shares will be highly dependent on the success of its business strategy and its ability to execute its operations effectively. If XIN SpinCo is unable to achieve its financial or operational goals as a standalone entity, its stock price could decline. There is no guarantee XIN SpinCo will meet market expectations.

e. Tax Risks Impacting Stock Value

With respect to U.S. federal income tax, depending on the makeup of XIN SpinCo’s assets and its business activities in the U.S., it may be subject to either a gross receipts tax (which may be subject to withholding) on income that is not effectively connected with a U.S. trade or business (as defined in the Internal Revenue Code), and/or a tax on its net income that is effectively connected with a U.S. trade or business. In addition, if XIN SpinCo acquires U.S real estate assets above a certain threshold, it may become a U.S. real property holding corporation (as defined in the Internal Revenue Code), the disposition of shares of which by non-U.S. shareholders may be subject to withholding tax.

f. Fluctuating Financial Performance

XIN SpinCo’s future financial performance is uncertain and could differ significantly from the financial performance of XIN prior to the Spin-Off. XIN SpinCo may face challenges in achieving profitability, managing costs or generating the expected revenue. Any shortfall in financial performance could lead to a decline in XIN SpinCo’s stock price, as investors adjust their expectations for XIN SpinCo’s future earnings and growth potential.

g. No Guarantee of Continued Success or Growth

There is no guarantee that the Spin-Off will result in the long-term success or growth of XIN SpinCo. XIN SpinCo may face challenges that were not fully anticipated or that become more pronounced as it operates as an independent entity. These challenges may include difficulties in adapting to market conditions, competition, regulatory changes or other unforeseen events. If XIN SpinCo is unable to overcome these challenges, its stock price could decline, and investors may not realize the expected return on their investment.

3. Countries of Operation

a. Restrictions on Dividend Payments and Capital Transfers from China

We are a holding company established in the Cayman Islands; we operate most of our business and operations through our subsidiaries in China. Our ability to pay dividends to our shareholders and to service our indebtedness outside of China depends significantly upon dividends that we receive from our subsidiaries in China. To the extent our U.S., Malaysia and U.K. operations continue to grow, we may in the future also depend on dividends from our U.S., Malaysia, or U.K. subsidiaries. If our subsidiaries incur indebtedness or losses, such indebtedness or losses may impair their ability to pay dividends or other distributions to us. As a result, our ability to pay dividends and to service our indebtedness will be restricted. Regulations in China currently permit payment of dividends only out of accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with Chinese accounting standards and regulations. Each of our PRC subsidiaries, including wholly foreign-owned enterprises and domestic companies, is required to set aside at least 10.0% of its after-tax profits each year, if any, to fund certain reserve funds until the cumulative amount of such reserves reaches 50.0% of its respective registered capital and, with the approval of a shareholder meeting or general shareholder meeting, a PRC subsidiary may set aside a certain amount of after-tax profits to its discretionary general reserves. As of December 31, 2024, our statutory reserves amounted to US$180.2 million. Our statutory reserves are not distributable as cash dividends. Dividends paid by the PRC subsidiaries may also be subject to PRC withholding tax. In addition, restrictive covenants in bank credit facilities, bonds, other long-term debt agreements, joint venture agreements or other agreements that we or our subsidiaries currently have or may enter into in the future may also restrict the ability of our subsidiaries to pay dividends or make other distributions to us and our ability to receive distributions. Therefore, these restrictions on the availability and usage of our major source of funding may impact our ability to pay dividends to our shareholders and to service our indebtedness.

b. Dependence on the PRC Property Market and Economic Stability

Our business and prospects depend on the performance of the PRC property market. As of December 31, 2024, we had a total of 104 property projects covering 20 cities in China at various stages of development. We intend to continue to enhance our presence in targeted high-growth cities in China. These property markets may be affected by local, regional, national and global factors, including economic and financial conditions, speculative activities in local markets, demand for and supply of properties, investor confidence, availability of alternative investment choices for property buyers, inflation, government policies, interest rates and availability of capital. Any market downturn in China generally or in cities in which we have or expect to have operations may materially and adversely affect our business, financial condition, and results of operations. Moreover, any oversupply of properties or potential decline in demand for or prices of properties in these cities could also have a material adverse impact on us. In particular, the PRC property market is affected by the recent slowdown of China’s economic growth. There have been increasing concerns over the sustainability of the real estate market growth in China. Any slowdown in the PRC’s economic development could lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of homes, and our homebuyers may also defer, reduce or cancel purchases of our units. We have experienced volatilities in demand from time to time in the recent years due to the strict mortgage policy and other measures taken by the PRC government to slow down the rapid increase in housing prices. To the extent any fluctuations in the Chinese economy significantly affect homebuyers’ demand for our units or change their spending habits, our results of operations may be materially and adversely affected. The PRC’s economy also faces challenges in the short to medium term. Continued turbulence in the international markets and prolonged declines in consumer spending, including home purchases, as well as any slowdown of economic growth in China, may adversely affect our liquidity and financial condition.

c. Regulatory Barriers to Mergers and Acquisitions by Foreign Investors in China

A number of PRC laws and regulations have established procedures and requirements that could make merger and acquisition activities in China by foreign investors more time-consuming and complex, including the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the “M&A Rules,” which became effective on September 8, 2006 and was amended on June 22, 2009, and the Implementing Rules Concerning Security Review on the Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, or the “Security Review Rules,” issued by MOFCOM in August 2011. These laws and regulations impose requirements in some instances that MOFCOM must be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In addition, the Anti-Monopoly Law of PRC requires that the anti-monopoly enforcement agency be notified in advance of any concentration of undertaking if certain thresholds are triggered. On February 7, 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that any concentration of undertakings involving variable interest entities is subject to anti-monopoly review. Moreover, the Security Review Rules specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the MOFCOM, and prohibit any attempt to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. On December 19, 2020, the NDRC and the MOFCOM jointly issued the Measures for the Security Review for Foreign Investment, which took effect on January 18, 2021. These measures set forth the provisions concerning the security review mechanism on foreign investment, including, among others, the types of investments subject to review, and the review scopes and procedures. In the future, we may grow our business by acquiring complementary businesses. On January 22, 2024, the Provisions of the State Council on Filing Thresholds for Business Concentrations came into effect, which raised the filing threshold concerning the revenues of parties participating in business concentrations to be consistent with the current Anti-Monopoly Law of PRC, and, to a certain degree, to alleviate the burdens of PRC regulatory compliance applicable to acquisition activities. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from the MOFCOM and other PRC government authorities, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that MOFCOM or other government agencies may publish interpretations contrary to our understanding or broaden the scope of such security review in the future. Although we have no current plans to do so, we may elect to grow our business in the future in part by directly acquiring complementary businesses in China.

d. Policy Volatility in the PRC Real Estate Market

The real estate industry in China is subject to constant and drastic policy changes by the PRC government. Since 2010, the PRC government has been tightening its control of the real estate market with the aim of curbing increases in property prices while also, since early 2015, trying to stimulate the market to reduce inventory. A number of rules and regulations have been set forth by various PRC authorities concerning the real estate market. See “Item 4. Information on the Company — B. Business Overview — Regulation — China” for more details on some of the PRC regulations.

e. Recent Relaxation of Property Market Restrictions in China

Since 2016, the local governments of several cities in the PRC have implemented a series of measures designed to stabilize the growth of the property market on a more sustainable level. These tightening measures have affected some of the cities where we operate, including Zhengzhou, Suzhou, Chengdu, Jinan, Tianjin, Beijing, Xi’an and Changsha. Since 2017, certain local governments in the PRC further implemented measures to control the increase of property sale prices and stabilize the real estate market. For example, in March 2017, the municipal city of Tianjin requested non-local residents to provide social insurance certificates and individual income tax contribution certificates issued by Tianjin’s competent authorities before such non-local residents were permitted to purchase a residential property. In April 2018, Hainan province adopted measures to limit each local resident from purchasing more than one residential property. In September 2020, the city of Chengdu adopted a five-year limit for residents to transfer or sell newly purchased residential property. These measures regulate various aspects of the property market, including: (i) land acquisition financing, (ii) pre-sale management, (iii) sale price restriction (for example, Suzhou requires developers to file sale prices at the price filing systems of relevant authorities), (iv) purchaser qualification and (v) purchaser financing. These local measures may also cause adverse and material impacts on our business operations and financial results. Since 2024, many tightening measures in the above-mentioned cities have been abolished or relaxed to a certain extent. For example, in April 2024, Tianjin issued a policy providing that residents of Beijing and Hebei, and those employed in Beijing and Hebei, should be entitled to enjoy the same housing purchase policies as local residents in Tianjin. In January 2024, several cities in Hainan Province also started to relax certain aspects of the previous restrictions in those cities. For instance, in Haikou, families with multiple children are permitted to purchase an additional residential property compared to the number permitted under the previous policies. In April 2024, Chengdu completely abolished its existing restrictions on residential property purchases. In October 2024, Shanghai reduced social insurance/tax payment requirements for non-local singles to one year to qualify for purchasing one home in non-core districts. In December 2024, Shenzhen removed price ceilings on luxury homes and shortened the holding period for resale tax exemptions from 5 to 2 years. Hangzhou narrowed new-home restrictions to 4 central districts in October 2023, and lifted all resale property purchase limits in March 2024.

f. Risk of Future Regulatory Tightening by the PRC Government

Despite the above, the PRC government can still issue and impose policies and regulatory measures on the PRC real estate sector that could limit our access to required financing and other capital resources, adversely affect the property purchasers’ involved ability to obtain mortgage financing or significantly increase the cost of mortgage financing, reduce market demand for our properties and increase our operating costs. We cannot be certain that the PRC government will not issue additional (or will not restore previously abolished or relaxed) stringent regulations or measures, or that agencies and banks will not adopt restrictive measures or practices in response to PRC governmental policies and regulations, which could substantially reduce the number of our pre-sold properties and our cash flow from operations and substantially increase our financing needs, which would in turn materially and adversely affect our business, financial condition, results of operations and prospects.

g. PRC Government Oversight and Control over Our Operations

We conduct our business primarily through our PRC subsidiaries in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight and discretion over the conduct of our business, and may influence or intervene our operations at any time, which could result in a material change in our operation and/or the value of our ADSs. Also, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us, and has implemented, and may continue to implement, relevant regulatory requirements.

h. Heightened Regulatory Environment and Potential Impact on Securities

For example, recently the PRC government initiated a series of regulatory actions and statements to regulate business operations in China, including cracking down on illegal activities in the securities market, strengthened supervision on overseas listings by China-based companies, adopting new measures to extend the scope of cybersecurity reviews and data security protection, and expanding the efforts in anti-monopoly enforcement. Our failure to meet such requirements could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could require us to change our operations, and our failure to do so could cause the value of our securities to significantly decline. We cannot rule out the possibility that regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations may be released in the future, which could result in a material adverse change in our business, results of operations, financial condition, and/or the value of our ADSs. Therefore, investors and our business face potential uncertainties from actions taken by the PRC government affecting our business.

For related risk factors applicable to XIN, please refer to the Company’s most recent Annual Report on Form 20-F.

4. Business and Industry

a. Impact of Restructuring

If consummated, the Restructuring would include the issuance by XIN SpinCo of New Senior Notes in an aggregate principal amount to be determined and disclosed at a later date. For the potential impact of restructuring on the financial situation of XIN and XIN SpinCo, please refer to Financial Information section under the Supplemental Information Section.

b. Global and Domestic Economic Conditions Affecting Real Estate

The real estate market is sensitive to general economic conditions, financial conditions, including interest rates, availability of capital, employment rates, and other economic and financial conditions in the local market and the broader region or country as well as global economic conditions. Significant downturns and instability in the global economy or in the country and local markets in which we operate or the perception that they could occur, could depress economic activity and restrict our access to capital. In addition, any such events could negatively affect our customers in one or more markets, including their access to financing or willingness to engage in a major financial transaction, such as purchasing a home. As a result, our business, financial condition and results of operations could be negatively affected.

c. Impact of Economic and Policy Uncertainty in China

In our China markets, our results of operations, financial condition and prospects are influenced by social, economic, political and legal developments in China. See “—Risks Related to Doing Business in China—Changes in social conditions, political and economic policies of the PRC government may affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.” In response to their perceived uncertainty in economic conditions, consumers might delay, reduce or cancel purchases of homes, and our homebuyers may also defer, reduce or cancel purchases of our units. We have experienced volatilities in demand from time to time in the recent years due to the strict mortgage policy and other measures taken by the PRC government to slow down the rapid increase in housing prices. To the extent any fluctuations in the Chinese economy significantly affect homebuyers’ demand for our units or change their spending habits, our results of operations may be materially and adversely affected.

d. Short- to Medium-Term Challenges Facing the Chinese Economy

The PRC economy also faces challenges in the short to medium term. Continued turbulence in the international markets and prolonged declines in consumer spending, including home purchases, as well as any slowdown of economic growth in China, may adversely affect our liquidity and financial condition.

e. Sensitivity of U.S. Developments to Economic Cycles

Our U.S. property developments are sensitive to the general economic conditions in the United States and the condition of the U.S. housing market in particular. The U.S. housing industry is highly cyclical and is significantly affected by changes in industry conditions, as well as in global and local economic conditions, such as changes in employment and income levels, availability of financing for buyers, interest rates, levels of new and existing homes for sale demographic, trends and housing demand. Deterioration in industry conditions in the United States or in broader economic conditions could have additional material adverse effects on our business expansion in the United States and financial results.

For additional risk factors, please refer to the Company’s latest 20-F.

5. U.S. Tax Treatment

The following is a general summary of the potential material U.S. federal income tax consequences to U.S. Holders (as defined below) that receive Spin-Off Shares and subsequently hold the Spin-Off Shares as capital assets for U.S. federal income tax purposes. This discussion does not address the tax considerations applicable to persons other than U.S. Holders. This discussion does not address all possible tax considerations and is not intended as legal or tax advice to any particular investor.

This summary does not address the U.S. federal income tax consequences applicable to holders subject to special rules, including:

Partnerships holding Spin-Off Shares (and partners in such partnerships) should consult their tax advisers regarding the specific U.S. federal income tax consequences to them.

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, administrative guidance and judicial interpretations, all of which may be subject to change (possibly with retroactive effect).

A “U.S. Holder” is an owner of Spin-Off Shares that is, for U.S. federal income tax purposes:

U.S. Holders should consult their own tax advisers regarding the federal, state, local and foreign tax consequences of holding and disposing of Spin-Off Shares in their particular circumstances.

a. Treatment of Spin-Off

Whether a spinoff qualifies for tax-free treatment under Sections 355 and 368 of the Code depends on the satisfaction of numerous requirements. It is possible that the Restructuring may increase the likelihood that the Spin-Off does not qualify for tax-free treatment. If the Spin-Off does not qualify for tax-free treatment, U.S. Holders will generally be treated as receiving a taxable distribution equal to the fair market value of the Spin-Off Shares. This distribution would be taxable as a dividend to the extent of the distributing company’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles).

If XIN SpinCo does not calculate its earnings and profits under U.S. tax rules, the entire distribution may be reported as a dividend for U.S. tax reporting purposes. Subject to holding period and other requirements, certain non-corporate U.S. Holders may treat these dividends as “qualified dividend income” eligible for reduced tax rates, provided the distributing company’s stock is readily tradable on a U.S. securities market and the company is not classified as a passive foreign investment company (“PFIC”).

Dividends from foreign corporations are generally treated as foreign-source income and are not eligible for the dividends-received deduction available to U.S. corporations.

b. Sale or Other Taxable Disposition of Spin-Off Shares

Subject to the PFIC rules discussed below, a U.S. Holder that sells or otherwise disposes of Spin-Off Shares will generally recognize capital gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the shares. The gain or loss will be long-term if the holding period exceeds one year and generally will be treated as U.S.-source for foreign tax credit purposes.

c. PFIC Rules

A foreign corporation is classified as a PFIC if, in any taxable year, (i) 75% or more of its gross income is passive, or (ii) 50% or more of the value of its assets produce or are held for the production of passive income. The PFIC determination is made annually and can vary based on income, assets and activities. If the Company or XIN SpinCo is or becomes a PFIC, significant adverse tax consequences may apply to U.S. Holders, including taxation at higher rates, interest charges on deferred tax liability and the need to file IRS Form 8621, with respect to the Company and/or XIN SpinCo. Certain elections, such as a mark-to-market election, may mitigate these consequences. U.S. Holders should consult their tax advisers to determine whether such elections are available and appropriate for their circumstances.

d. Backup Withholding

Dividends and proceeds from the sale of Spin-Off Shares paid within the U.S. or through certain U.S.-related intermediaries may be subject to information reporting and backup withholding, unless the U.S. Holder provides a valid taxpayer identification number and certifies exemption from backup withholding. Backup withholding can be credited against the U.S. Holder’s federal income tax liability or refunded if properly claimed.

e. Additional Reporting Obligations

Certain U.S. taxpayers may be required to report information relating to foreign financial assets, including shares of a foreign corporation, on IRS Form 8938 or other applicable forms. Failure to comply with these reporting obligations may result in penalties. U.S. Holders should consult their tax advisers regarding any such requirements.

XIV. FUTURE DIVIDEND POLICY

XIN’s dividend policy will not change. The payment of dividends is subject to our board of directors’ discretion and the form, frequency and amount of any dividend will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

If we pay any dividends, we will pay our ADS holders to the same extent as holders of our common shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash dividends on our common shares, if any, will be paid in U.S. dollars. In previous years, the company has paid quarterly dividends

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 1,

THE SPIN-OFF TRANSACTION

An affirmative vote by special resolution of the holders of two-thirds of the shares present in person or represented by proxy and voting at the Meeting will be required to approve this proposal.

PROPOSAL 2

RESTRUCTURING TRANSACTION

XIN is pursuing a consensual offshore debt restructuring (the “Restructuring”) through a Scheme of Arrangement pursuant to section 86 of the Cayman Islands Companies Act (2025 Revision) (the “Scheme of Arrangement”). Upon completion of the Restructuring, the Company will have fully discharged its liabilities under the Scheme Notes (as defined below), and in doing so, refinanced approximately US$733,481,545 (including accrued but unpaid interests calculated as of December 31, 2025) its existing indebtedness, which will enhance financial certainty and de-leverage its balance sheet.

As of the date hereof, note holders representing approximately 31.48% in aggregate principal amount of the Scheme Notes have expressed support for the Restructuring by signing and acceding to the Restructuring Support Agreement (the “RSA”). In addition, the Company has further reached agreement on key terms for signing and acceding to the RSA in support of the Restructuring with other note holders representing in aggregate of approximately 30% in principal amount of the Scheme Notes. The Company views this as a significant milestone.

As a matter of Cayman Islands law, the Scheme of Arrangement must be approved by a majority in number representing 75% in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting convened at the direction of the Grand Court of the Cayman Islands (the “Cayman Court”). If approved by the requisite majority of Scheme Creditors, the Scheme of Arrangement, subject to the sanction of the Cayman Court, will become legally binding on all creditors, including both those voting against the Scheme of Arrangement and those not voting. Further details in respect of the scheme of arrangement process under Cayman Islands law are set out at Section VI below.

Although we are recommending that shareholders vote in favor of the Restructuring, we may ultimately choose not to, or be unable to proceed with the Restructuring, even if shareholder approval is obtained. This is for instance if the Scheme of Arrangement is not approved by the requisite majority of noteholders and/or if the Scheme of Arrangement is not sanctioned by the Cayman Court.

For more detailed information regarding the Restructuring, please see the RSA and Restructuring Term Sheet attached as exhibits hereto, along with Forms 6-K filed on April 25, 2025, May 2, 2025, May 27, 2025 and June 16, 2025.

The Restructuring is contingent upon the successful completion of the Spin-Off. Accordingly, the Spin-Off must occur for the Restructuring to proceed. However, the completion of the Spin-Off does not require that the Restructuring be implemented. The Company may proceed with the Spin-Off independently, regardless of whether the Restructuring ultimately takes place.

Subject to the terms and conditions of the RSA, each Scheme Creditor (as defined in the RSA) will receive a combination of the following (collectively, the “Restructuring Securities”)

Creditors may elect their preferred combination, subject to cap and pro rata adjustments. As of the Restructuring Effective Date (as defined in the RSA), the Scheme Notes and related guarantees will be fully cancelled and released.

Under Section 312.03(c) of the NYSE Listed Company Manual, shareholder approval is required prior to the issuance of common stock (or securities convertible into or exercisable for common stock) in any transaction or series of related transactions if the number of shares to be issued equals or exceeds 20% of the number of common shares outstanding before the issuance. The Company had 138,350,261 common shares outstanding as of the Record Date. The proposed issuance of approximately (but no more than) 54,000,000 New Shares would represent approximately 39% of the currently outstanding common shares. Because the number of New Shares to be issued exceeds this 20% threshold, shareholder approval is required under NYSE rules.

A summary of the steps that XIN needs to take to implement the Scheme of Arrangement are as follows:

1. XIN will initiate the Scheme of Arrangement process by applying to the Cayman Court by way of (i) a petition (the “Petition”) seeking an order from the Cayman Court sanctioning the Scheme of Arrangement; (ii) a summons (the “Summons”) seeking orders and directions in respect of the Scheme of Arrangement, including an order that XIN be at liberty to convene a single meeting of Scheme Creditors for the purposes of voting on the Scheme of Arrangement (the “Scheme Meeting”); and (iii) an affirmation in support of the Summons and the Petition.

2. Upon filing of the aforementioned documents with the Cayman Court, XIN (acting by way of its Cayman Islands counsel) will ask the Cayman Court to list the hearing of the Summon (being, the “Convening Hearing”). The precise Convening Hearing date will be subject to the availability and the discretion of the Cayman Court.

3. At least 21 days before the scheduled Convening Hearing date, XIN will issue a statement to the Scheme Creditors of its intention to promote the Scheme of Arrangement. The statement will also contain details of the Convening Hearing and the proposed classification of the Scheme Creditors.

4. At the Convening Hearing, assuming at the Cayman Court grants the orders sought in the Summons, XIN intends to convene the Scheme Meeting on or around October 15, 2025.

5. Prior to the Scheme Meeting, XIN will give notice of the Scheme Meeting to the Scheme Creditors and will provide Scheme Creditors with the relevant scheme documents to allow them to consider the terms of the Scheme of Arrangement and the proposed Restructuring.

6. The Scheme of Arrangement must then be approved by the requisite statutory majority, being a majority in number representing 75% in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the Scheme Meeting.

7. Should the Scheme of Arrangement be approved by the requisite statutory majority, XIN will return to the Cayman Court to seek sanction of the Scheme of Arrangement at a subsequent hearing (being, the “Sanction Hearing”).

8. After the Scheme of Arrangement has been sanctioned by the Cayman Court at the Sanction Hearing, the Scheme of Arrangement will not become effective until a copy of the sanction order has been delivered to the Registrar of Companies in the Cayman Islands.

The New Shares to be issued to Scheme Creditors as part of the Scheme Consideration under the Restructuring will be common stock of the Company, and will be subject to, inter alia, the following terms and conditions as set out under the RSA:

1. Conditions Precedent

The New Shares will be issued on the Restructuring Effective Date (as defined in the RSA) subject to the fulfilment of the following conditions:

2. Issue Price

Assuming the Spin-off is consummated as planned and the Restructuring Effective Date occurs, the New Shares will be issued by the Company to Scheme Creditors who elect a portion of the New Shares as part or all of their respective Scheme Consideration, at a price of US$1.5125 per share.

3. Capped New Shares Amount

The Scheme Creditors may elect any proportion of the New Shares, the New Perpetual Securities and the New Senior Notes to be received as their respective Scheme Consideration, provided that, inter alia, (i) the total number of New Shares to be issued by the Company shall not exceed 54,000,000 shares of the Company’s common stock (the “Capped New Shares Amount”), and in the event that the number of New Shares elected by the Scheme Creditors exceeds the Capped New Shares Amount, the New Shares shall be allocated to Scheme Creditors who elected such option on a pro rata basis; (ii) for any Scheme Creditor that elects a portion of the New Shares as part or all of its Scheme Consideration, if the total number of New Shares elected by the Scheme Creditors exceeds the Capped New Shares Amount, the portion of New Shares that will not be allocated to such Scheme Creditor (see the immediate sentence below) will be New Perpetual Securities.

4. Lock-up Arrangement

The New Shares are subject to a period of lock-up period of eight (8) years (the “Lock-up Period”), such that in every year subsequent to the Restructuring Effective Date, no more than one-eighth (1/8) of such number of New Shares as issued to the relevant Scheme Creditor as of the Restructuring Effective Date can be publicly sold, offered for sale, transferred, pledged or hypothecated on non-cumulative basis, subject to the transfer restrictions below, or as otherwise agreed by the Company.

5. Transfer Restrictions

The New Shares will be issued to investors who are not U.S. Persons (as defined in Regulation S under the Securities Act) pursuant to Regulation S of the Securities Act, subject to transfer restrictions pursuant to the Securities Act and other applicable laws, and will not be registered under the Securities Act.

6. Restrictive Legends

The New Shares will bear the following restrictive legends:

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S (THE “REG S COMPLIANCE PERIOD”), THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. DURING THE REG S COMPLIANCE PERIOD, ANY OFFERS AND SALES MUST BE MADE IN OFFSHORE TRANSACTIONS, WITH THE PURCHASER LOCATED OUTSIDE THE UNITED STATES AT SUCH TIME. IN ADDITION, NO DIRECTED SELLING EFFORTS MAY BE MADE IN THE UNITED STATES IN CONNECTION WITH SUCH OFFERS OR SALES. ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER MADE OTHER THAN IN COMPLIANCE WITH THE ABOVE SHALL NOT BE RECOGNIZED BY THE COMPANY.

AFTER THE EXPIRATION OF THE REG S COMPLIANCE PERIOD, THE SHARES WILL BE DEEMED “RESTRICTED SECURITIES” UNDER RULE 144 OF THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN ACCORDANCE WITH RULE 144 OR (C) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND OTHER RELEVANT JURISDICTIONS. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. THE SHARES REPRESENTED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AND VOTING RIGHTS SET FORTH IN THE SCHEME OF ARRANGEMENT DATED [MM/DD/YY], INCLUDING LIMITATIONS ON PUBLIC SALES TO 1/8TH OF TOTAL SHARES PER YEAR FOLLOWING [MM/DD/YY]. A COPY OF SUCH SCHEME OF ARRANGEMENT IS ON FILE WITH THE COMPANY AND AVAILABLE UPON REQUEST. ANY TRANSFEREE OF ANY OF THE SHARES REPRESENTED HEREBY IN A PRIVATE SALE SHALL BE SUBJECT TO THE RECEIPT BY THE COMPANY OF A LEGAL OPINION FROM LEGAL COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PRIVATE SALE COMPLIES WITH APPLICABLE FEDERAL OR STATE SECURITIES LAWS AND THE RESALE CONDITIONS MENTIONED ABOVE.”

Please reference the RSA and Restructuring Term Sheet for additional information regarding the terms of the New Shares in Exhibit A.

The New Perpetual Securities will be issued by the Company as part of the Restructuring and will be subject to, inter alia, the following terms and conditions as set out under the RSA:

1. PRINCIPAL AMOUNT

The maximum original amount of the New Perpetual Securities, calculated as of June 30, 2025 (the “Reference Date”), will equal 100% of the outstanding principal of all Scheme Debts held by Scheme Creditors at the Record Time (as each of such terms are defined in the RSA or Restructuring Term Sheet), plus any accrued and unpaid interest (including paid-in-kind (“PIK”) interest) up to the earlier of the Restructuring Effective Date or the Reference Date. From this total, the principal amount of the New Senior Notes (calculated as of June 30, 2025) and the aggregate value of the New Shares – based on a share price of US $1.5125 – will be deducted to arrive at the final principal amount of the New Perpetual Securities.

2. MATURITY DATE

The New Perpetual Securities have no maturity date.

3. Distributions

If the Company pays dividends on Parity Obligations (as defined in the Restructuring Term Sheet), which are securities ranking equally to the New Perpetual Securities, it must pay all due and unpaid distributions on the New Perpetual Securities within 180 days (the “Distribution” or “Distributions”).

4. TRANSFER RESTRICTIONS

The New Perpetual Securities will be issued to investors who are not U.S. Persons (as defined in Regulation S under the Securities Act) pursuant to Regulation S of the Securities Act, subject to transfer restrictions pursuant to the Securities Act and other applicable laws, and will not be registered under the Securities Act.

5. FORM AND DENOMINATION

The New Perpetual Securities will be issued in fully registered form with a minimum denomination of US$1,000 and integral multiples of US$1 in excess thereof.

6. Restrictive Legends

The New Perpetual Securities will bear the following restrictive legends:

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S (THE “REG S COMPLIANCE PERIOD”), THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. DURING THE REG S COMPLIANCE PERIOD, ANY OFFERS AND SALES MUST BE MADE IN OFFSHORE TRANSACTIONS, WITH THE PURCHASER LOCATED OUTSIDE THE UNITED STATES AT SUCH TIME. IN ADDITION, NO DIRECTED SELLING EFFORTS MAY BE MADE IN THE UNITED STATES IN CONNECTION WITH SUCH OFFERS OR SALES. ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER MADE OTHER THAN IN COMPLIANCE WITH THE ABOVE SHALL NOT BE RECOGNIZED BY THE COMPANY.

AFTER THE EXPIRATION OF THE REG S COMPLIANCE PERIOD, THE SHARES WILL BE DEEMED “RESTRICTED SECURITIES” UNDER RULE 144 OF THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN ACCORDANCE WITH RULE 144 OR (C) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND OTHER RELEVANT JURISDICTIONS. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

ANY TRANSFEREE OF ANY OF THE SHARES REPRESENTED HEREBY IN A PRIVATE SALE SHALL BE SUBJECT TO THE RECEIPT BY THE COMPANY OF A LEGAL OPINION FROM LEGAL COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PRIVATE SALE COMPLIES WITH APPLICABLE FEDERAL OR STATE SECURITIES LAWS AND THE RESALE CONDITIONS MENTIONED ABOVE.”

Please reference the RSA and Restructuring Term Sheet for additional information regarding the terms of the New Perpetual Securities in Exhibit A.

The New Senior Notes will be issued by XIN SpinCo as part of the Restructuring and will be subject to, inter alia, the following terms and conditions as set out under the RSA:

1. PRINCIPAL AMOUNT

The maximum original amount of the New Senior Notes, calculated as of the Reference Date, equals 100% of the outstanding principal of all Scheme Debts held by Scheme Creditors at the Record Time, plus accrued and unpaid interest (including PIK interest) up to the earlier of the Restructuring Effective Date or the Reference Date, minus the principal amount of the New Perpetual Securities and the aggregate value of the New Shares.

2. MATURITY DATE

The maturity date of the New Senior Notes is the 8-year anniversary of the Restructuring Effective Date.

3. INTEREST

Interest on the New Senior Notes accrues at 3.0% per annum and is payable semi-annually in arrears. For the first three years starting six months after the Restructuring Effective Date, interest will be paid entirely as PIK. Beginning on the third anniversary of the original issue date, interest will be split into 1.0% cash and 2.0% PIK annually.

4. MANDATORY REDEMPTION

The New Senior Notes are subject to mandatory redemption starting on the fourth anniversary of their original issue date, with 5% of the original principal amount redeemed each year for four consecutive years. Redemption will be at 100% of the outstanding principal plus accrued interest up to the applicable redemption date unless earlier fully redeemed.

5. TRANSFER RESTRICTIONS

The New Senior Notes will be issued to investors who are not U.S. Persons (as defined in Regulation S under the Securities Act) pursuant to Regulation S of the Securities Act, subject to transfer restrictions pursuant to the Securities Act and other applicable laws, and will not be registered under the Securities Act.

6. Restrictive Legends

The New Senior Notes will bear the following restrictive legends:

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.

PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD UNDER REGULATION S (THE “REG S COMPLIANCE PERIOD”), THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. DURING THE REG S COMPLIANCE PERIOD, ANY OFFERS AND SALES MUST BE MADE IN OFFSHORE TRANSACTIONS, WITH THE PURCHASER LOCATED OUTSIDE THE UNITED STATES AT SUCH TIME. IN ADDITION, NO DIRECTED SELLING EFFORTS MAY BE MADE IN THE UNITED STATES IN CONNECTION WITH SUCH OFFERS OR SALES. ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER MADE OTHER THAN IN COMPLIANCE WITH THE ABOVE SHALL NOT BE RECOGNIZED BY THE COMPANY.

The SECURITIES MUST BE initially issued as temporary global securities that are only exchangeable for definitive securities after the Reg S Compliance Period ends and the holder certifies their non-U.S. status or that the purchase of the SECURITIES was exempt from registration under the Securities Act.

ANY TRANSFEREE OF ANY OF THE SHARES REPRESENTED HEREBY IN A PRIVATE SALE SHALL BE SUBJECT TO THE RECEIPT BY THE COMPANY OF A LEGAL OPINION FROM LEGAL COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PRIVATE SALE COMPLIES WITH APPLICABLE FEDERAL OR STATE SECURITIES LAWS AND THE RESALE CONDITIONS MENTIONED ABOVE.”

Please reference the RSA and Restructuring Term Sheet for additional information regarding the terms of the New Senior Notes in Exhibit A.

Consenting creditors who meet the requirements and conditions as set out in the RSA may be entitled to receive an RSA Fee (the “RSA Fee”). Details of such entitlement and conditions are outlined in the RSA.

1. Target Scheme Meeting Date: On or about October 31, 2025; and

2. Target Restructuring Effective Date: On or about December 15, 2025 (subject to the terms of the RSA and sanctions of the court of the Cayman Islands).

1. The RSA has been finalized with the initial consenting creditors; and

2. Approximately 31.48% of creditors (by principal amount of Scheme Notes held) have expressed support for the Restructuring by signing and acceding to the RSA.

The Restructuring Securities are being offered in reliance on the exemption from registration provided by Regulation S under the Securities Act. As such, the Restructuring Securities have not been and will not be registered with the U.S. Securities and Exchange Commission. This exemption permits the Company or XIN SpinCo to offer the Restructuring Securities to investors outside of the United States who are not “U.S. persons” (as defined in Regulation S) provided that specific conditions are met.

The Regulation S requirements applicable to the Restructuring Securities will vary based on the nature of the security and the status of the issuer. The New Shares (common equity) and New Perpetual Securities (preferred equity with debt-like features), each to be issued by XIN, a reporting foreign private issuer, are expected to fall under Category 2 of Regulation S. As such, the New Shares and the New Perpetual Securities will be subject to a 40-day distribution compliance period, during which any offers and sales must occur in offshore transactions to non-U.S. persons, and no directed selling efforts may be made in the United States. In contrast, the New Senior Notes (debt securities) to be issued by XIN SpinCo – a non-reporting (at such time), non-U.S. issuer – are expected to fall under Category 3. Accordingly, the New Senior Notes cannot be sold to U.S. persons (except distributors) during the 40-day compliance period and must be initially issued as temporary global securities that are only exchangeable for definitive securities after the 40-day compliance period ends and the holder certifies their non-U.S. status or that the purchase of the New Senior Notes was exempt from registration under the Securities Act.

All securities issued under Regulation S will remain “restricted securities” under Rule 144 of the Securities Act and may only be resold or transferred pursuant to an effective registration statement, in compliance with Rule 144 or under another valid exemption from registration. In each case, such transfers must also comply with applicable U.S. state and non-U.S. securities laws. In addition, any private resale of the Restructuring Securities must be supported by a legal opinion, satisfactory to the Company, confirming that the proposed transfer complies with applicable securities laws.

The New Shares are also subject to contractual restrictions set forth in the Scheme of Arrangement dated [MM/DD/YY], including a limitation on public sales to no more than one-eighth (1/8th) of the total number of shares per year following [MM/DD/YY]. Hedging transactions involving the New Shares are likewise prohibited unless conducted in full compliance with the Securities Act.

1. We may not be able to complete the Restructuring.

There can be no assurance that the proposed Restructuring will be completed as currently contemplated or at all. Completion is subject to a number of conditions, including shareholder and court approvals. If any of these conditions are not met or waived, we may determine not to proceed with the Restructuring.

2. The number of Restructuring Securities issued in connection with the Restructuring may differ from current expectations.

The final structure of the Restructuring may result in a different number or class of Restructuring Securities being issued than initially proposed. This could impact shareholder ownership percentages and voting power. Further, there may be no Spin-Off Shares issued in the Restructuring.

3. We will remain subject to indebtedness.

The completion of the Restructuring will eliminate all of our existing USD-denominated bonds, but not all of our existing debt obligations. As a result, we will continue to be subject to the risks associated with our outstanding indebtedness, including interest payments, refinancing risks and potential restrictions on operations under debt covenants.

4. The Restructuring may not achieve its intended benefits.

There is no guarantee that the Restructuring will result in the anticipated strategic, operational or financial benefits. External market conditions, execution challenges or legal constraints may limit the effectiveness of the Restructuring or delay its impact.

5. Impact of the Restructuring on dividend distributions.

The Company’s ability to declare and pay dividends following the proposed Restructuring may be impacted by several factors. There is no assurance that dividends will be declared in the future. If the Restructuring is approved, XIN SpinCo may issue new securities, including notes, which could impose financial obligations or restrictions that limit available cash for dividends.

Based on the Term Sheet of Restructuring, if any payment of Distribution to the holders of the New Perpetual Securities is scheduled to be made on a given Distribution payment date but is deferred by the Company, the Company shall not: declare or pay any dividends or other distributions in respect of the Junior Obligations (or contribute any moneys to a sinking fund for the payment of any dividends or other distributions in respect of any such Junior Obligations); or declare or pay any dividends or other distributions in respect of Parity Obligations the terms of which provide that making payments of dividends or other distributions in respect thereof are fully at the discretion of the Company (or contribute any moneys to a sinking fund for the payment of any dividends or other distributions in respect of any such Parity Obligations), in each case, until the Distribution scheduled to be paid on any immediately subsequent distribution payment date has been paid in full to the holders of the New Perpetual Securities.

In the event that the Company declares, resolves to declare, or pays any dividends or other distributions in respect of the Junior Obligations (or contributes any moneys to a sinking fund for the payment of any dividends or other distributions in respect of any such Junior Obligations), or declares, resolves to declare, or pays any dividends or other distributions in respect of Parity Obligations the terms of which provide that making payments of dividends or other distributions in respect thereof are fully at the discretion of the Company (or contribute any moneys to a sinking fund for the payment of any dividends or other distributions in respect of any such Parity Obligations), then the Company shall, no later than 180 days from the date of such declaration or payment as above, to pay in full all scheduled and unpaid Distributions (including any deferred and accrued Distributions) then due and payable on the New Perpetual Securities as of such date of payment.

“Junior Obligation” means (i) any ordinary share of the common stock Company and (ii) any class of the Company’s share capital and any instrument or security (including without limitation any preference shares) issued, entered into or guaranteed by the Company which ranks or is expressed to rank, by its terms or by operation of law, junior to the New Perpetual Securities.

“Parity Obligation” means (any security, preference share or other similar obligation

6. The Scheme of Arrangement is subject to the approval of the Cayman Islands court, and there can be no assurance that such approval will be obtained.

The implementation of the Scheme of Arrangement is conditional upon, among other things, the sanction of the Cayman Islands court. There can be no assurance that the Court will approve the Scheme of Arrangement as proposed or at all. Failure to obtain court approval may materially and adversely affect the Company’s ability to accomplish the Restructuring.

7. If the Scheme of Arrangement is not approved, this proxy statement and shareholder resolutions may have no legal effect, and alternative restructuring proceedings may be pursued.

In the event the Scheme of Arrangement is not sanctioned by the Cayman Islands court, or fails to become effective for any other reason, the approval of the shareholders of the Restructuring will have no binding effect. In such circumstances, the Company may be unable to implement the proposed restructuring and may need to consider alternative restructuring strategies.

8. Holders of New Perpetual Securities under the Scheme may be subject to restrictions on distributions, including “Distribution Stoppers” and “Distribution Pushers”.

The New Perpetual Securities proposed to be issued under the Scheme of Arrangement contain restrictive covenants on the ability to make distributions, including provisions known as “Distribution Stoppers” and “Distribution Pushers” as set out in Schedule 5 of the RSA. These provisions may limit the Company’s ability to declare or pay dividends on other equity securities while distributions on the New Perpetual Securities are deferred or unpaid.

In the interests of all parties involved in the proposed Restructuring, the Company sincerely invites all remaining holders of the outstanding Notes who have not yet acceded to the RSA to review the terms of the RSA and consider acceding to it as soon as practicable.

Holders of the Notes may accede to the RSA by submitting to D.F. KING LTD, in its capacity as the information agent in connection with the Restructuring under the RSA (the “Information Agent”), via the accession portal at https://clients.dfkingltd.com/xinyuan, a duly completed and executed Accession Letter along with valid evidence of beneficial holding.

The Information Agent will also be available to respond to any queries regarding the accession process (contact details will be provided in the RSA).

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR PROPOSAL 2,

THE RESTRUCTURING TRANSACTION

An affirmative vote by special resolution of the holders of a simple majority of two-thirds of the shares present in person or represented by proxy and voting at the Meeting will be required to approve this proposal.

Supplemental Information for

Consideration of Proposals 1 and 2

1. Audited Financial Statements of xin for the fiscal periods ending December 31, 2024 and December 31, 2023:

Pre Spin-Off and Restructuring

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(ALL amounts stated in US$, except for number of shares data)

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(ALL amounts stated in US$, except for number of shares data)

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2022, 2023, and 2024

(ALL amounts stated in US$, except for number of shares data)

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the years ended December 31, 2022, 2023, and 2024

(ALL amounts stated in US$, except for number of shares data)

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2022, 2023, and 2024

(ALL amounts stated in US$, except for number of shares data)

XINYUAN REAL ESTATE CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2022, 2023, and 2024

(ALL amounts stated in US$, except for number of shares data)