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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/16/07 Xinyuan Real Estate Co., Ltd. F-1 38:8.9M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement of a Foreign Private Issuer HTML 2.84M
2: EX-1.1 Form of Underwriting Agreement HTML 219K
3: EX-3.1 Amended and Restated Memorandum and Articles of HTML 159K
Association
4: EX-4.2 Specimen Certificate for Common Shares HTML 22K
5: EX-5.1 Opinion of Maples and Calder Regarding the HTML 32K
Validity of the Common Shares
6: EX-10.1 2007 Equity Incentive Plan HTML 79K
15: EX-10.10 Amended and Restated Shareholders Agreement, Dated HTML 260K
as of October 31, 2007
16: EX-10.11 Amended and Restated Warrant, Dated as of August HTML 85K
28, 2007
17: EX-10.12 Amended and Restated Warrant, Dated as of August HTML 86K
28, 2007
18: EX-10.13 Burnham Warrants Holders Letter Agreement, Dated HTML 29K
April 9, 2007
19: EX-10.14 Credit Agreement, Dated as of December 7, 2006 HTML 154K
20: EX-10.15 Share Purchase Agreement, Dated as of November 18, HTML 184K
2006
21: EX-10.16 Securities Purchase Agreement, Dated as of August HTML 307K
22, 2006
7: EX-10.2 2007 Long Term Incentive Plan HTML 93K
22: EX-10.21 English Translation of the Joint Venture Contract HTML 50K
of Zhengzhou Jiantou Xinyuan
23: EX-10.22 English Translation of Financial Consulting HTML 44K
Services Agreement
24: EX-10.23(A) English Translation of the Share Transfer HTML 29K
Agreement
25: EX-10.23(B) English Translation of the Share Transfer HTML 28K
Agreement
26: EX-10.24(A) English Translation of the Share Transfer HTML 27K
Agreement
27: EX-10.24(B) English Translation of the Share Transfer HTML 28K
Agreement
28: EX-10.25 English Translation of the Share Transfer HTML 27K
Agreement
29: EX-10.26(A) English Translation of the Share Transfer HTML 28K
Agreement
30: EX-10.26(B) English Translation of the Share Transfer HTML 28K
Agreement
31: EX-10.27(A) English Translation of the Share Transfer HTML 24K
Agreement
32: EX-10.27(B) English Translation of the Share Transfer HTML 24K
Agreement
33: EX-10.28 English Translation of the Share Transfer HTML 17K
Agreement
8: EX-10.3 Form of Securities Purchase Agreement, Dated as of HTML 236K
April 13, 2007
9: EX-10.4 Indenture Regarding the Guaranteed Senior Secured HTML 636K
Floating Rate Notes Due 2010
10: EX-10.5 Warrant Agreement, Dated as of April 13, 2007 HTML 217K
11: EX-10.6 Indenture Regarding the 2% Guaranteed Convertible HTML 889K
Subordinate Notes Due 2012
12: EX-10.7 Equity Registration Right Agreement, Dated as of HTML 106K
April 13, 2007
13: EX-10.8 Voting Agreement, Dated as of April 13, 2007 HTML 33K
14: EX-10.9 Share Exchange and Assumption Agreement, Dated as HTML 163K
of April 9, 2007
34: EX-21.1 Subsidiaries of Xinyuan Real Estate Co., Ltd HTML 18K
35: EX-23.1 Consent of Ernst & Young Hua Ming HTML 14K
36: EX-23.4 Consent of American Appraisal China Limited HTML 16K
37: EX-99.1 Code of Business Conduct and Ethics of Xinyuan HTML 65K
Real Estate Co., Ltd
38: EX-99.2 Non-Competition Covenant and Agreements, Dated HTML 48K
April 13, 2007
| English translation of the share transfer agreement |
Exhibit 10.25
Share Transfer Agreement
This agreement was signed by each party in Zhengzhou on September 1, 2006
Party A: Yang Yuyan
Identification Number: 41010519631014102X
Party B: Henan Xinyuan Real Estate Co., Ltd.
Address: Xinyuan Road No. 18, Xinyuan Mingjia Building 43, Zhengzhou City
Legal Representative: Zhang Yong
Party C: Henan Xinyuan Real Estate Agency Co., Ltd.
Address: Xinyuan Road No. 18, Xinyuan Mingjia Building 43, Zhengzhou City
Legal Representative: Yang Yuyan
Whereas:
1. Party C is a limited liability company operating lawfully and established in accordance with Chinese law under the legal entity business license no.: 4100001008485. The current scope of business consists of: acting as an agent for the sale of real estate, planning, purchasing, leasing, mortgaging and other activities related to real estate as well as providing real estate information and consulting services.
2. Party A lawfully owns 55% of Part C’s shares (hereinafter the “shares”);
3. Party A intends to transfer shares to Party B; Party B has agreed to receive Party A’s intended share transfer in accordance with this agreement;
4. Party B and Party C, in accordance with the internal management procedures of their respective companies, have each duly received the authorization and permission regarding this share transfer;
Page 1 (of 6)
On the basis of the aforementioned, Party A and Party B have amicably negotiated the aforementioned share transfer from Party A to Party B with each party agreeing to the following articles:
Article 1. Share transfer price, payment period and method
1.1 Party A agrees to transfer shares to Party B at a provisional cost of Renminbi 550,000.00 (hereinafter the “provisional cost”); Party B agrees to receive the share transfer at the provisional cost.
1.2 In accordance with the results of a legally prudent investigation and audit as put forth in article 2.4 of this agreement, Party A and Party B shall act on the final cost (hereinafter the “final cost”) of the share transfer, which shall be linked to a fair and reasonable market price to be agreed upon in further consultation. The aforementioned consultation must be completed before December 31, 2006.
1.3 As stipulated in article 2.2 of this agreement, within three business days of completing industrial and commercial registration for the shares, Party B must remit payment of the provisional cost to Party A into a mutually agreed upon account (as indicated in the attachment).
Within one month from the day both parties reach agreement on the final cost, Party B must pay in cash the difference between the final cost and the provisional cost in a single installment to Party A (if the final cost is higher than the provisional cost), or Party A must refund in cash the difference between the final cost and the provisional cost in a single installment to Party B (if the final cost is lower than the provisional cost), the sole exception being in cases where this agreement provides alternative stipulations.
Before each party has come to an agreement on the final cost, no party may utilize the provisional cost funds remitted to the account specified in the attachment.
Article 2. Promises and guarantees
2.1 Party A guarantees full ownership of the shares with effective disposition and assurance that the shares have no encumbrances and are immune from third party recovery, or else Party A shall be responsible for all economic losses incurred by Party B there from. In addition, Party A shall provide compensation for any and all direct or indirect losses or damages to Party B as a result of any action by Party A or Party C that leads to a third party bringing legal action or administrative penalties against Party C before the change of share registration is complete.
2.2 Party A promises that the industrial and commercial registration modification1 tasks for the share transfer of this agreement shall be completed before September 7, 2006.
| 1 | This translation of
 is attested to at http://www.eastlaw.net/cases/corp/HKgreenvalley-sharedisputes.htm |
Page 2 (of 6)
2.3 Party B promises to pay the share transfer costs in the manner agreed upon in this agreement.
2.4 Party A must make every effort to cooperate with Party B in the completion of a legally prudent investigation of Party C and must employ the services of an internationally recognized accounting firm to perform the audit of Party C.
2.5 If the legally prudent investigation or audit specified in article 2.4 of this agreement discovers any substantive deficiencies in the business or financial activities of Party C, or if Parties A and B cannot come to an agreement on the final cost as stipulated in article 1.2 of this agreement, then the share transfer of this agreement shall be null and void. Party B must then immediately cooperate with Party A to modify industrial and commercial registration to reinstate Party A’s status as a shareholder, Party A must simultaneously and immediately return to Party B any provisional costs that have been paid, the sole exception being if any party is unable to enter into good faith negotiations as stipulated article 1.2 of this agreement.
Article 3. Liability for breach of contract
Upon this agreement becoming effective, each party must conscientiously fulfill its obligations. If any party does not properly and completely fulfill its obligations, it shall be liable for the compensation of the damages to the abiding party.
Article 4. Dispute resolution
Any disputes that arise between the parties in the process of fulfilling the obligations of this agreement must be resolved through amicable negotiation. If agreement cannot be reached, any party may take legal action in a court of jurisdiction.
Article 5. Modifying, suspending or terminating the agreement
Each party may negotiate to modify, suspend or terminate this agreement under the following circumstances:
1. Parties are unable to fulfill the obligations of this agreement due to force majeure.
2. Each party comes to agreement via negotiation.
3. Other circumstances as stipulated by law.
Page 3 (of 6)
Article 6. Share transfer fees
The fees relevant to the aforementioned share transfer (such as notarial charges, stamp taxes) shall be the responsibility of the individual parties.
Article 7. Supplementary articles
7.1 This agreement shall take effect after the authorized representative from each party has signed and affixed an official seal (if applicable).
7.2 This agreement consists of three originals with each party retaining one original, all of which have the same legal effect.
(No text below this point)
Page 4 (of 6)
(No text on this page)2
Party A: Yang Yuyan
Party B:
Authorized Representative:
[Seal:] Henan Xinyuan Real Estate Co., Ltd.
Party C:
Authorized Representative:
[Seal:] Henan Xinyuan Real Estate Agency Co., Ltd.
| 2 | Signatory page |
Page 5 (of 6)
Attachment 1: Party A and Party B mutually designated accounts
China Merchants Bank Authorized Signature Card3
[Partial Seal4]
| 3 | The scanned authorized signature card is only partially legible and cannot be translated in its present state. |
| 4 | Part of a seal is visible on the right hand side of the page. The text is not visible. |
Page 6 (of 6)
| This ‘F-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/16/07 | None on these Dates | ||
| 12/31/06 | ||||
| 9/7/06 | ||||
| 9/1/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/15/24 Xinyuan Real Estate Co., Ltd. 20-F 12/31/23 130:33M Toppan Merrill/FA 5/30/23 Xinyuan Real Estate Co., Ltd. 20-F 12/31/22 132:35M Toppan Merrill/FA 7/29/22 Xinyuan Real Estate Co., Ltd. 20-F 12/31/21 132:36M Toppan Merrill/FA 3/08/22 Xinyuan Real Estate Co., Ltd. 20-F 12/31/20 136:33M Toppan Merrill/FA |