THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND REORGANISATION GENERAL Our Group’s history can be traced back to December 1998, when Xinyuan Science, our principal operating subsidiary, was established and started to provide property management services for properties developed by Xinyuan Real Estate Group, the shares of which are listed on the New York Stock Exchange (stock code: XIN) on 12 December 2007. Both Xinyuan Real Estate Group and our Group were founded by Mr. Zhang Yong. Further details of the qualifications and experience of Mr. Zhang Yong are set out in the section headed “Directors and Senior Management” in this document. As at the date of its establishment, Xinyuan Science was owned as to 80% by Mr. Zhang Yong and 20% by Ms. Zhang Xin; and had become a wholly-owned subsidiary of Xinyuan Real Estate Group since 4 September 2006 following a series of equity transfers among Mr. Zhang Yong, Ms. Zhang Xin, Ms. Yang Yuyan and Henan Xinyuan Real Estate. From March 2017 to January 2019, the shares in Xinyuan Science were quoted on the NEEQ (stock code: 870929). As at the Latest Practicable Date, Xinyuan Science had set up 34 branch offices to provide property management services, which covered 42 cities across 15 provinces in the PRC, with a total GFA under management reaching approximately 16.8 million sq.m.. To complement our property management services, in 2008, we began to provide a comprehensive range of value-added services for the properties we manage. In 2014, we introduced our integrated one-stop mobile application “Xinyuan-E-Jia” to consolidate and upgrade our value-added services with the goal to build a smart community and enhance the living experience of our property owners and residents. We also provide pre-delivery and consulting services to property developers to enhance the competitiveness of the properties developed. –99– THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND REORGANISATION BUSINESS HISTORY AND MILESTONES The following illustrates our major business development milestones and achievements: Year Key Milestones 1998 • Xinyuan Science was established in Zhengzhou, Henan Province under the name of “Henan Xinyuan Property Management Co., Ltd.” and started providing property management services. 2001 • Xinyuan Science was first accredited with ISO9000 quality management system certification. 2003 • Xinyuan Science started expanding its business operations by establishing branch offices in other major cities in the PRC. 2007 • Xinyuan Science started providing pre-delivery and consulting services. 2008 • Xinyuan Science started providing value-added services. • Xinyuan Science was awarded “the Level One Property Management Qualification (一級物業管理企業資質)” by MOHURD. 2010 • Xinyuan Science was elected as a China Property Management Institute Executive Director Member (中國物業管理協會常務理事單 位). 2014 • Xinyuan Science launched “Xinyuan-E-Jia”, our integrated one-stop mobile application. 2016 • Xinyuan Science was ranked 14th in terms of comprehensive index rating that is determined based on, among other things, the GFA under management, the financial performance, property owners’ satisfaction and number of accredited projects of property management companies among the 2016 Top 100 property management companies in China by China Property Management Institute (中國物業管理協會). 2017 • The shares in Xinyuan Science were quoted on the NEEQ (stock code: 870929). 2018 • Xinyuan Science was ranked 12th in terms of comprehensive index rating that is determined based on, among other things, the GFA under management, the financial performance, property owners’ satisfaction and number of accredited projects of property management companies among property management companies in the PRC in 2018 by China Property Management Institute, the E-house China R&D Institute and the China Real Estate Appraisal. – 100 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND REORGANISATION CORPORATE HISTORY AND DEVELOPMENT As at the Latest Practicable Date, Xinyuan Science, Henan Xinyuan, Puyang Zhongfang, Qingdao Xinyuan, Binhai Huafang, Henan Gechen and Yingsheng M&E were the operating subsidiaries of our Group. The following table contains brief information of our Company, our subsidiaries and our joint venture company as at the Latest Practicable Date: Date of incorporation/ Date of commencement Place of of business incorporation/ Name (if different) establishment Principal activities Our Company 13 December 2018/ Cayman Islands Investment holding 19 March 2019 Subsidiaries Xinyuan-BVI 2 January 2019 BVI Investment holding (Note 1) Xinyuan-HK 8 January 2019 Hong Kong Investment holding Xinyuan Science 28 December 1998 PRC Provision of property management services, value-added services and pre-delivery and consulting services Qingdao Xinyuan 6 November 2001 PRC Provision of property management services Beijing Xinxiang 18 October 2013 PRC Provision of property (Note 1) management services Henan Xinyuan 30 July 2015 PRC Provision of property Marketing (Note 1) marketing services Henan Yueshenghang 15 April 2016 PRC Provision of property (Note 1) management services Henan Xinyuan 1 December 2016 PRC Provision of property management services – 101 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND REORGANISATION Date of incorporation/ Date of commencement Place of of business incorporation/ Name (if different) establishment Principal activities Binhai Huafang 12 June 2017 PRC Provision of property management services Puyang Zhongfang 29 November 2017 PRC Provision of property management services Henan Chengzhihang 15 December 2017 PRC Provision of property (Note 1) management services Henan Gechen 14 March 2019 PRC Provision of event planning services Xingyang 9 April 2019 PRC Provision of property Xinzhisheng (Note 1) management services Yingsheng M&E 10 April 2019 PRC Provision of intelligence engineering services Xinyi Xinyuan 7 May 2019 PRC Provision of property (Note 1) management services Anyang Xinhengyue 26 June 2019 PRC Provision of property (Note 1) management services Joint Venture Company Henan Qingning 20 April 2017 PRC Leasing of residential (Note 2) apartments Notes: (1) No operation as at the Latest Practicable Date. (2) Our Group has invested in Henan Qingning Group since April 2018. According to the Articles of Association of Henan Qingning, all significant and relevant matters, including its business operations and financial arrangements, require approval by two-thirds of the shareholders’ votes and Henan Qingning is therefore accounted for as a joint venture of the Group and its account is not consolidated into the financial statement of our Group. – 102 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE. THE INFORMATION IN THIS DOCUMENT MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT HISTORY AND REORGANISATION Our Directors confirm that the main reason for retaining the above subsidiaries of our Company which are inactive/have no business operation is because such readily available corporate vehicles might be used by our Group in the future when necessary and the time of incorporating new corporate vehicles could be saved in this regard. Please refer to the subsection headed “– Corporate Structure” below for the chart showing the shareholding and corporate structure of our Group immediately after the Reorganisation. Establishment and Shareholding Changes of the Major Members of Our Group Our Company Our Company was incorporated in the Cayman Islands as an exempted company with limited liability on 13 December 2018 with an authorised share capital of HK$380,000 divided into 38,000,000 Shares of a par value of HK$0.01 each. It was incorporated for the purpose of implementing the Reorganisation. On 13 December 2018, one fully-paid Share of HK$0.01 was allotted and issued to Mapcal Limited (the initial subscriber and an Independent Third Party), which was transferred to Xinyuan Real Estate on the same day. On 21 March 2019, our Company allotted and issued 281,249 Shares, 15,000 Shares, 15,000 Shares, 3,750 Shares and 3,750 Shares, all nil-paid, to Xinyuan Real Estate, BVI-Zhang Yong, BVI-Yang Yuyan, BVI-Cui Yong and HK-Liu Huaiyu respectively. On 21 March 2019, 37,500 Shares and 18,750 Shares were allotted and issued to BVI-Management, a nominee vehicle of nine selected directors and employees of our Group, and BVI-Zhang Lizhou, a nominee vehicle of Mr. Zhang Lizhou, the then director of our Company, respectively, pursuant to the [REDACTED] Share Award Scheme. The major terms of the [REDACTED] Share Award Scheme are set out in the subsection headed “4. [REDACTED] Share Award Scheme and [REDACTED] Share Option Scheme – 4.1 [REDACTED] Share Award Scheme” in Appendix V to this document. The shareholding of our Company immediately following the above allotment is shown below: Number of Shares being Shareholding Shareholders of our Company held percentage (%) Xinyuan