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                               October 19, 2023

       Yong Zhang
       Chief Executive Officer
       Xinyuan Real Estate Co., Ltd.
       27/F, China Central Place, Tower II
       79 Jianguo Road, Chaoyang District
       Beijing 100025
       People   s Republic of China

                                                        Re: Xinyuan Real Estate 
Co., Ltd.
                                                            Amendment No. 2 to 
Form 20-F for the Fiscal Year Ended December 31, 2022
                                                            File No. 001-33863

       Dear Yong Zhang:

              We have reviewed your September 22, 2023 response to our comment 
letter and have the
       following comments.

              Please respond to this letter within ten business days by 
providing the requested
       information or advise us as soon as possible when you will respond. If 
you do not believe a
       comment applies to your facts and circumstances, please tell us why in 
your response.

               After reviewing your response to this letter, we may have 
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in 
our September 11, 2023
       letter.

       Amendment No. 2 to Form 20-F for the Fiscal Year Ended December 31, 2022

       Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent 
Inspections, page 1

   1.                                                   We note your response 
to prior comment 2 and reissue in part. We note that your list of
                                                        subsidiaries in Exhibit 
8.1 appears to indicate that you have subsidiaries in the British
                                                        Virgin Islands and 
Malaysia. Please note that Item 16I(b) requires that you provide
                                                        disclosures for 
yourself and your consolidated foreign operating entities, including
                                                        variable interest 
entities or similar structures. With respect to (b)(2), please clarify the
                                                        jurisdictions in which 
your consolidated foreign operating entities are organized or
                                                        incorporated and the 
percentage of your shares or the shares of your consolidated
                                                        operating entities 
owned by governmental entities in each foreign jurisdiction in which
                                                        you have consolidated 
operating entities.
 Yong Zhang
Xinyuan Real Estate Co., Ltd.
October 19, 2023
Page 2
2.    We note your responses to comments 1 and 4. We also note your disclosure 
on page 125
      that Mr. Yong Zhang is a member of China Democratic National Construction
      Association and was a deputy to the 11th and 12th People   s Congress of 
Henan Province
      in China. We further note that Mr. Haifei He previously served as 
Chairman and Party
      Secretary of China Construction Fangcheng Investment & Development Group, 
as
      well Assistant General Manager of China State Construction Engineering 
Corporation.
      Please explain how you considered these roles in connection with your 
determination that
      none of your board members are officials of the Chinese Communist Party.
       Please contact Kyle Wiley at 202-344-5791 or Christopher Dunham at 
202-551-3783
with any other questions.



                                                          Sincerely,
FirstName LastNameYong Zhang
                                                          Division of 
Corporation Finance
Comapany NameXinyuan Real Estate Co., Ltd.
                                                          Disclosure Review 
Program
October 19, 2023 Page 2
cc:       Haoze Zheng
FirstName LastName