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 DECEMBER 2022
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.
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Form 20-F ☒
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Form 40-F ☐
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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): ☐
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): ☐
EXPLANATORY NOTE
Xinyuan Real Estate Co., Ltd. (the “Company”) will hold its 2022 annual general meeting (“AGM”) of shareholders on Wednesday, December 28, 2022 at 10:00 a.m. China Standard Time as announced by a press release attached
as Exhibit 99.1 to the current report on Form 6-K furnished to the Securities and Exchange Commission on November 22, 2022.
One of the proposals for consideration at the AGM is to appoint Assentsure PAC as the Company’s independent auditor for the fiscal year ending December 31, 2022. Our independent auditor for the fiscal years 2020 and
2021 is Union Power HK CPA Limited (“Union Power”), which proposed to continue working with us as our independent auditor for the fiscal year 2022. However, its proposal reflected an increase in the service fees. The Company’s audit committee
solicited proposals from other accounting firms and conducted an evaluation process in connection with the selection of our independent auditor for the financial year 2022. After careful consideration, the Company’s audit committee recommends, and the Company’s board of directors approves, the appointment of Assentsure PAC as the Company’s independent auditor, subject to the Company’s shareholders’ approval by an ordinary resolution at the AGM.
The notice of the AGM and Proxy Statement are attached as Exhibit 99.1, and the related Proxy Card is attached as Exhibit 99.2 to this current report on Form 6-K.
TABLE OF CONTENTS
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Exhibits
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Signature
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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.
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XINYUAN REAL ESTATE CO., LTD.
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By:
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/s/ Yong Zhang
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Name:
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Yong Zhang
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Title:
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CEO
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Date: December 21, 2022
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Exhibit 99.1
XINYUAN REAL ESTATE CO., LTD.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 2022
On December 28, 2022, Xinyuan Real Estate Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (the
“Company”), will hold its annual general meeting of shareholders at Xinyuan (China) Real Estate, Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025, People’s Republic of China at 10:00 a.m. local time for
the following purposes:
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Ratify by the passing of an ordinary resolution the appointment of the Independent Auditor Assentsure PAC for the fiscal year 2022.
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Transact any such business that may properly come before the meeting.
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You can find more information about each of these items in the attached proxy statement. Only holders of common shares registered in the
register of members at the close of business on November 25, 2022 (the “Record Date”) can vote at this meeting or at any adjournment thereof that may take place. Each
common shareholder has one vote for each common share held as of the close of business on the Record Date. Holders of record of the Company’s American Depositary Shares (“ADSs”)
at the close of business on the Record Date who wish to vote the common shares represented by the ADSs must act through JPMorgan Chase Bank, N.A. as depositary of the Company’s ADSs program. Each ADS represents twenty (20) common shares.
We cordially invite all shareholders to attend the annual general meeting
in person. However, a shareholder entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote instead of such shareholder. A proxy need not be a shareholder of the Company. Whether or not you expect to attend the
annual general meeting in person, please mark, date, sign and return the enclosed proxy card as promptly as possible to ensure your representation and the presence of a quorum at the annual general meeting. If you send in your proxy card and then
decide to attend the annual general meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. This proxy is to be delivered to the attention of Finance
Department, Xinyuan Real Estate Co., Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025, People’s Republic of China, and arrive no later than 48 hours prior to the meeting. The notice of the annual
general meeting of shareholders, the proxy statement and a copy of the Company’s 2021 annual report on Form 20-F are also available through our website at http://ir.xyre.com.
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By Order of the Board of Directors,
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By:
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November 22, 2022
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Yong Zhang
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Chairman of the Board
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27/F, China Central Place, Tower II, 79 Jianguo Road
Chaoyang District, Beijing 100025, People’s Republic of China
www.xyre.com
XINYUAN REAL ESTATE CO., LTD.
PROXY STATEMENT
General
We are soliciting the enclosed proxy on behalf of our board of directors for use at the annual general meeting of shareholders to be held on December 28, 2022
at 10:00 a.m. local time, or at any adjournment or postponement thereof. The annual general meeting will be held at Xinyuan (China) Real Estate, Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025.
This proxy statement is available to shareholders beginning on November 16, 2022, and the form of proxy is first being mailed to shareholders on or about
November 22, 2022.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or
a duly executed proxy bearing a later date or, if you hold common shares, by attending the annual general meeting and voting in person. Attendance at the annual general meeting in and of itself does not revoke a prior proxy. A written notice of
revocation must be delivered to (i) the attention of Finance Department, at our registered office at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with a copy delivered to our offices in Beijing at the address listed above, if
you hold our common shares, or (ii) JPMorgan Chase Bank, N.A., Depositary, at P.O. Box 64506, St. Paul, MN, USA 55164-0506, if you hold American Depositary Shares, known as ADSs, with each ADS representing twenty (20) of our common shares.
Record Date, Share Ownership and Quorum
Shareholders of record at the close of business on November 25, 2022 are entitled to vote at the annual general meeting. Our common shares underlying ADSs are
included for purposes of this determination. As of November 25, 2022, 165,927,616 of our common shares, par value US$ 0.0001 per share, were issued, of which 54,977,046 were held by the Company as treasury shares and 108,766,500 were outstanding.
Approximately 74,405,372 shares were represented by 37,202,686 ADSs. As of November 25, 2022, unexercised options with respect to 1,087,035 ADSs were reserved in our employee stock option plan. The presence in person or by proxy of at least twenty
(20) shareholders holding not less than one-half of our outstanding common shares entitled to vote at the meeting will constitute a quorum for the transaction of business at the annual general meeting.
Voting and Solicitation
Each common share outstanding on the record date is entitled to one vote. Voting by holders of common shares at the annual general meeting will be by a show of
hands unless the chairman of the meeting or any shareholder present in person or by proxy demands that a poll be taken. Holders of ADSs cannot vote at such meeting.
The costs of soliciting proxies will be borne by our company. Proxies may be solicited by certain of our directors, officers and regular employees, without
additional compensation, in person or by telephone or electronic mail. The solicitation materials are available on our company’s website at http://ir.xyre.com/news-events/agm-summary. Hard copies of the solicitation materials are available upon
request to shareholders free of charge.
Voting by Holders of Common Shares
When proxies are properly dated, executed and returned by holders of common shares, the shares they represent will be voted at the annual general meeting in
accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted
and initialed in the form of proxy. Where the chairman, a director or officer of the company acts as proxy and is entitled to exercise his or her discretion, he or she is likely to vote the common shares “FOR” Proposal 1. Abstentions by holders of
common shares are counted as present for the purpose of determining whether a quorum is present and are not counted as votes for or against a proposal.
Voting by Holders of American Depositary Shares
JPMorgan Chase Bank, N.A., as depositary (the "Depositary") of the ADSs, has advised us that it intends to mail the Notice of 2022 Annual General Meeting of
Shareholders and an ADS Voting Instruction Card to all record date owners of ADSs. Upon timely receipt by the Depositary of a signed and completed ADS Voting Instruction Card properly executed by a record date holder of ADSs, the Depositary will vote
or cause to be voted the amount of common shares represented by the ADSs held by such holder in accordance with the instructions set forth therein. If you mark the box in the enclosed ADS Voting Instruction Card instructing that you wish to give a
discretionary proxy to a person designated by the company, the underlying common shares represented by your ADSs will be voted by a person designated by the company in his or her discretion. In accordance with the provisions governing the ADSs, the
Depositary will not vote the common shares represented by the ADSs other than in accordance with such instructions. If (i) your enclosed ADS Voting Instruction Card is signed and dated but is missing specific voting instructions or (ii) your
enclosed ADS Voting Instruction Card is improperly completed, the Depositary will not vote the underlying common shares represented by your ADSs.
As the holder of record for all the common shares represented by the ADSs, only the Depositary may vote those shares at the annual general meeting. Holders of
ADSs may attend, but may not vote at, such meeting. In order to attend the meeting, an owner of ADSs must provide written evidence to the company that it held ADSs in their account on the record date. Properly executed and delivered instructions to
withhold votes and abstentions are counted as present for the purpose of determining whether a quorum is present and are not counted as votes for or against a proposal. You should return your properly completed ADS Voting Instruction Card to the
Depositary prior to 12:00 p.m. (Eastern Standard Time) on December 16, 2022 which is the last date by which voting instructions may be received by the Depositary.
Neither the Depositary nor its agents are responsible if they fail to carry out your voting instructions or for the manner in which they carry out your voting
instructions. This means that if the common shares underlying your ADSs are not able to be voted at the annual general meeting, there may be nothing you can do.
PROPOSAL 1
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee recommends, and our board of directors concurs, that the appointment of Assentsure PAC by our audit committee as our independent registered
public accounting firm for the fiscal year ending December 31, 2022 be ratified by ordinary resolution of the shareholders.
In the event our shareholders fail to ratify the appointment, our audit committee will reconsider its selection. Even if the selection is ratified, our audit
committee in its discretion may direct the appointment of a different independent auditing firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and shareholders.
An affirmative vote of the holders of a simple majority of the shares present in person or represented by proxy and voting at the annual general meeting will
be required to approve this proposal.
THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND
A VOTE FOR PROPOSAL 1,
THE RATIFICATION OF APPOINTMENT OF ASSENTSURE PAC
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL YEAR 2022.
Our audit committee recommends, and our board of directors concurs, that the appointment of Assentsure PAC by our audit committee as our independent registered
public accounting firm for the fiscal year ending December 31, 2022 be ratified by ordinary resolution of the shareholders.
In the event our shareholders fail to ratify the appointment, our audit committee will reconsider its selection. Even if the selection is ratified, our audit
committee in its discretion may direct the appointment of a different auditing firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and shareholders.
An affirmative vote of the holders of a simple majority of the shares present in person or represented by proxy and voting at the annual general meeting will
be required to approve this proposal.
The following procedures have been established by our board of directors in order to facilitate communications between our shareholders and our board of
directors:
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Shareholders may send correspondence, which should indicate that the sender is a shareholder, to our Finance Department, by mail to Xinyuan Real Estate Co., Ltd., 27/F, China Central Place,
Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025, People’s Republic of China.
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Our Finance Department will be responsible for the initial review and logging of this correspondence and will forward the communication to the director or directors to whom it is addressed
unless it is a type of correspondence which our board of directors has identified as correspondence which may be retained in our files and not sent to directors.
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Our board of directors has authorized the Finance Department to retain and not send to directors communications that: (a) are advertising or promotional in nature (offering goods or
services), (b) solely relate to complaints by clients with respect to common course of business customer service and satisfaction issues or (c) clearly are unrelated to our business, industry, management or board or committee matters. These
types of communications will be logged and filed but not circulated to directors. Except as set forth in the preceding sentence, the Finance Department will not screen communications sent to directors.
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The log of shareholder correspondence will be available to members of our board of directors for inspection. At least once each year, the Finance Department will provide to our board of
directors a summary of the communications received from shareholders, including the communications not sent to directors in accordance with screening procedures approved by our board of directors.
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ACCESS TO CORPORATE GOVERNANCE POLICIES
We adopted a Code of Business Conduct and Ethics, which is available on our company’s website at https://ir.xyre.com/static-files/7e51aecc-0726-4b59-9680-51b07cb559e9.
To the extent required by law, any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics will be promptly disclosed to the public.
Copies of our Code of Business Conduct and Ethics will be provided to any shareholder upon written request to the Finance Department of Xinyuan Real Estate
Co., Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025, People’s Republic of China.
ANNUAL REPORT TO SHAREHOLDERS
As permitted by the New York Stock Exchange’s Listed Company Manual, we make our annual report to shareholders available on our website. Our annual report on
Form 20-F for the year ended December 31, 2021 has been filed with the Securities and Exchange Commission. You may obtain a copy of our 2021 annual report on Form 20-F by visiting our website at https://ir.xyre.com/static-files/f482a813-7787-45e1-9413-43d62b76c4d7. If you want to receive a paper or email copy of our 2021 annual report on Form 20-F, as amended, you may request one. There is no charge to you for
requesting a copy. Please make any such requests to Investor Relations Department of Xinyuan Real Estate Co., Ltd., at irteam@xyre.com or +8610-8588-9376.
OTHER MATTERS
We know of no other matters to be submitted to the annual general meeting. If any other matters properly comes before the annual general meeting, it is the
intention of the persons named in the enclosed form of proxy to vote the shares they represent as the board of directors may recommend.
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By Order of the Board of Directors,
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By:
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Dated: November 28, 2022
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Yong Zhang
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Chairman of the Board
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Exhibit 99.2
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
XINYUAN REAL ESTATE CO., LTD.
FOR THE 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 28, 2022
The undersigned shareholder of Xinyuan Real Estate Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), hereby acknowledges receipt of the notice of annual general meeting
of shareholders and proxy statement, each dated November 22, 2022, and hereby appoints Mr. Yong Zhang, Chairman of the Board, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the annual
general meeting of shareholders of the Company to be held on December 28, 2022 at 10:00 am, local time, at Xinyuan (China) Real Estate Ltd., 27/F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District, Beijing 100025 and at any
adjournment or postponement thereof, and to vote all common shares which the undersigned would be entitled to vote if then and there personally present on the matters set forth below (i) as specified by the undersigned below or, if no such
specification is made, as the proxy thinks fit, and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the notice of annual general meeting and in the proxy statement furnished
herewith.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If NO direction is made, the proxy will vote the shares in his or her discretion, unless
this sentence referring to a holder of the proxy having such discretion has been crossed-out and the deletion initialed on this form of proxy. Where the chairman, a director or officer of the Company acts as proxy and is entitled to exercise his or
her discretion, he or she is likely to vote “FOR” the following proposal:
Proposal 1: Ratify by the passing of an ordinary resolution the appointment of the independent auditor Assentsure PAC for the fiscal year ending December 31, 2022.
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For
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Against
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Abstain
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☐
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☐
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☐
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Dated: 2022
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Shareholder Name:
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Co-Owner Name:
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Signature
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Signature
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This Proxy Card must be signed by the person registered in the register of members at the close of business on November 25, 2022 or by his or her attorney duly authorized in writing. In the case of a corporation, this
Proxy Card must be executed by an officer or attorney duly authorized for that purpose.