Just a update from me..

I can confirm that changing the VCPU to one, resolves the issue.

I have build a new kernel where I have removed/reverted this patch :
http://kerneltrap.org/mailarchive/linux-kernel/2010/11/19/4648631

Now the reboot/shutdown issues is gone.
Next step for me, must be to find the bug from this patch.

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https://bugs.launchpad.net/bugs/695012

Title:
  Kernel 2.6.32-27 49 won't restart/shutdown under XenServer

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