09:57     XIN CORP<01141> - Announcement (1)                                  

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement, makes               
    no representation as to its accuracy or completeness and                  
    expressly disclaims any liability whatsoever for any loss                 
    howsoever arising from or in reliance upon the whole or any               
    part of the contents of this announcement.                                
                                                                              
                                                                              
                                                                              
    XIN CORPORATION LIMITED                                                   
    (Incorporated in Bermuda with limited liability)                          
    (Stock Code: 1141)                                                        
                                                                              
    PROPOSED CAPITAL REORGANISATION INVOLVING CAPITAL                         
    REDUCTION,                                                                
    SHARE PREMIUM REDUCTION AND SHARE CONSOLIDATION                           
                                                                              
                                                                              
    The Board proposes the Capital Reorganisation which involves              
    the Capital Reduction, the Share Premium Reduction and the                
    Share Consolidation.                                                      
                                                                              
    The Capital Reduction involves a reduction in the nominal                 
    value of the existing issued shares of HK$0.01 each by                    
    HK$0.0095 to HK$0.0005.                                                   
                                                                              
    The Share Premium Reduction involves cancellation of the                  
    entire amount standing to the credit of the share premium                 
    account of the Company.                                                   
                                                                              
    The Share Consolidation involves a consolidation of every 20              
    shares of HK$0.0005 each resulting from the Capital Reduction             
    into one share of HK$0.01.                                                
                                                                              
    The amounts arising from the Capital Reduction and the Share              
    Premium Reduction will be credited to the contributed surplus             
    of the Company which will be used to eliminate the accumulated            
    losses of the Company.                                                    
                                                                              
    CAPITAL REORGANISATION                                                    
                                                                              
    The Board proposes the Capital Reorganisation which involves              
    the Capital Reduction, the Share Premium Reduction and the                
    Share Consolidation.                                                      
                                                                              
    1.   Capital Reduction                                                    
                                                                              
    Pursuant to the Capital Reduction, the issued share capital               
    of the Company will be reduced by HK$0.0095 per Existing Share            
    by cancelling an equivalent amount of paid-up capital per                 
    Existing Share so that the nominal value of each Existing                 
    Share in issue will be reduced from HK$0.01 to HK$0.0005.                 
                                                                              
    2.   Share Premium Reduction                                              
                                                                              
    Pursuant to the Share Premium Reduction, the entire amount                
    standing to the credit of the share premium account of the                
    Company will be cancelled.                                                
                                                                              
    The credit arising from (1) and (2) above will be transferred             
    to the contributed surplus account of the Company where it                
    may be utilised by the Directors in accordance with the                   
    Bye-laws of the Company and all applicable laws, including                
    to apply such credit against the accumulated losses of the                
    Company.                                                                  
                                                                              
    3.   Share Consolidation                                                  
                                                                              
    Immediately following the Capital Reduction, the Share                    
    Consolidation will be implemented whereby every 20 shares of              
    HK$0.0005 each resulting from the Capital Reduction will be               
    consolidated into one Consolidated Share of HK$0.01.                      
    Fractional Consolidated Shares will not be issued to the                  
    Shareholders but will be aggregated and, if possible, sold                
    for the benefits of the Company.                                          
                                                                              
    4.   Effects of the Capital Reorganisation                                
                                                                              
    As at the date of this announcement, the authorised share                 
    capital of the Company amounts to HK$100,000,000 comprising               
    10,000,000,000 Existing Shares, of which 1,654,080,285                    
    Existing Shares have been allotted and issued as fully paid               
    or credited as fully paid. Upon the Capital Reorganisation                
    taking effect and on the basis that the Company does not allot            
    and issue any further Existing Shares prior thereto, the                  
    authorised share capital of the Company shall remain at                   
    HK$100,000,000 comprising 10,000,000,000 Consolidated                     
    Shares, but of which 82,704,014 Consolidated Shares only will             
    be in issue. The Consolidated Shares will rank pari passu in              
    all respects with each other.