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September 11, 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. 1 to
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-33863
Dear Yong Zhang:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No. 1 to Form 20-F for the Fiscal Year Ended December 31, 2022
General
1. We note your submission
and disclosure pursuant to Item 16I(b)(3) addresses ownership
or control by "a
governmental entity in mainland China" and "the governmental entities in
China," respectively.
We also note that your definition of China on p. 1 of your annual
report filed May 30,
2023 excludes Hong Kong. Please tell us and disclose the ownership
or control by
governmental entities in Hong Kong as well as mainland China. Please also
amend your Form 20-F to
include all of the disclosures required by Item 16I(b) in the
filing itself rather
than attached as an additional exhibit.
2. We note that your list
of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong
Kong and countries outside China. Please note that Item
16I(b) requires that
you provide disclosures for yourself and your consolidated foreign
Yong Zhang
Xinyuan Real Estate Co., Ltd.
September 11, 2023
Page 2
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 revise to disclose 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.
3. We note your statement that you reviewed your register of members in
connection with
your required submission under paragraph (a). Please supplementally
describe any
additional materials that were reviewed and tell us whether you relied
upon any legal
opinions or third party certifications such as affidavits as the basis
for your submission. In
your response, please provide a similarly detailed discussion of the
materials reviewed and
legal opinions or third party certifications relied upon in connection
with the required
disclosures under paragraphs (b)(2) and (3).
4. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
5. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please revise to
confirm without
qualification, if true, that your articles and the articles of your
consolidated foreign
operating entities do not contain wording from any charter of the Chinese
Communist
Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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
September 11, 2023 Page 2
cc: Haoze Zheng
FirstName LastName