UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
FOR THE MONTH OF JUNE 2017
COMMISSION FILE NUMBER: 001-33863
XINYUAN REAL ESTATE CO., LTD.
27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.
This Form 6-K is hereby incorporated by reference into the registration statements of Xinyuan Real Estate Co., Ltd. (“Xinyuan” or the “Company”) on Form S-8 (Registration Numbers 333-152637, 333-198525 and 333-205371) and on Form F-3 (Registration Number 333-192046) and any outstanding prospectus, offering circular or similar document issued or authorized by the Company that incorporates by reference any of the Company’s reports on Form 6-K that are incorporated into its registration statements filed with the Securities and Exchange Commission, and this Form 6-K shall be deemed a part of each such document from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Safe Harbor Statement
Certain information contained herein constitutes "forward-looking statements". These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements includes statements about estimated financial performance, sales performance and activity, among others and can generally be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Statements that are not historical statements are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including, but not limited to, our ability to continue to implement our business model successfully; our ability to secure adequate financing for our project development; our ability to successfully sell or complete our property projects under construction and planning; our ability to enter into new geographic markets and expand our operations; the marketing and sales ability of our third-party sales agents; the performance of our third-party contractors; the impact of laws, regulations and policies relating to real estate developers and the real estate industry in the countries in which we operate; our ability to obtain permits and licenses to carry on our business in compliance with applicable laws and regulations; competition from other real estate developers; the growth of the real estate industry in the markets in which we operate; fluctuations in general economic and business conditions in the markets in which we operate; and other risks outlined in our public filings with the Securities and Exchange Commission, including our annual report on Form 20-F for the year ended December 31, 2016. Except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statement is made.
TABLE OF CONTENTS
| Page | ||
| Signature | 2 | |
| Exhibit Index | 3 | |
| Exhibit 99.1 | Xinyuan Real Estate Co., Ltd. 2019 Notes Redemption Launch Announcement dated June 9, 2017 |
| 1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Xinyuan Real Estate Co., Ltd. | |||
| By: |
/s/ Yuan (Helen) Zhang | ||
| Name: | Yuan (Helen) Zhang | ||
| Title: | Chief Financial Officer | ||
Date: June 9, 2017
| 2 |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Xinyuan Real Estate Co., Ltd. 2019 Notes Redemption Launch Announcement dated June 9, 2017 |
| 3 |
Exhibit 99.1
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.
XINYUAN REAL ESTATE CO., LTD.
鑫苑地产控股有限公司
(Incorporated in the Cayman Islands with limited liability)
REDEMPTION OF SENIOR NOTES DUE 2019
Pursuant to the terms of the indenture dated as of December 6, 2013 (as amended or supplemented from time to time, the “Indenture”), among Xinyuan Real Estate Co., Ltd. (the “Company”), the entities set forth in Schedule I thereto as Subsidiary Guarantors and Citicorp International Limited, as trustee (the “Trustee”), entered into in connection with the issuance of the Company’s 13.00% Senior Notes due 2019 (the “2019 Notes”), the Company announces today that it has informed the Trustee and holders of the 2019 Notes that all the outstanding 2019 Notes will be redeemed in full on July 10, 2017 (the “Redemption Date”) at a redemption price equal to 106.5% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (the “Redemption Price”).
As of the date of this announcement, the outstanding principal amount of the 2019 Notes is US$200,000,000. The Company will satisfy the payment of the outstanding principal amount of the 2019 Notes using the net proceeds from the offering of its 7.75% Senior Notes due 2021 issued on February 21, 2017.
Upon redemption of the outstanding 2019 Notes on the Redemption Date, all the redeemed 2019 Notes will be cancelled.
On behalf of the Board
Xinyuan Real Estate Co., Ltd.
Yong Zhang
Chairman
June 9, 2017