UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Xinyuan Real Estate Co., Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
98417P105
(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Central Plains Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 11,398,784
6. SHARED VOTING POWER – 0
7. SOLE DISPOSITIVE POWER – 11,398,784
8. SHARED DISPOSITIVE POWER - 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -11,398,784
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.03%
12. TYPE OF REPORTING PERSON
CO
1. NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jinghong Huo
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ☐
(b) ☐
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
China
5. SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 0
6. SHARED VOTING POWER – 11,398,784
7. SOLE DISPOSITIVE POWER – 0
8. SHARED DISPOSITIVE POWER - 11,398,784
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -11,398,784
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.03%
12. TYPE OF REPORTING PERSON
IN
ITEM 1 (a) NAME OF ISSUER: Xinyuan Real Estate Co., Ltd.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
27/F, China Central Place, Tower II.
79 Jianguo road, Chaoyang District, Beijing 100025
ITEM 2 (a) NAME OF PERSON FILING:
This statement is being filed by Central Plains Ltd. and Jinghong Huo (the “Reporting Persons” and each a “Reporting Person”).
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of each of the Reporting Persons is as follows:
Central Plains Ltd.
ILS FIDUCIARY (BVI) LIMITED
Mill Mall, Suite 6, Wickhams Cay 1,
P.O.Box 3085
Road Town, Tortola, British Virgin Islands
Jinghong Huo
66 Tianming Road, Building #2, Unit #1
Jinshui District, Zhengzhou City, Henan Province, China
ITEM 2 (c) CITIZENSHIP:
See responses to Item 4 on each cover page.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Shares
ITEM 2 (e) CUSIP NUMBER:
98417P105
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4 OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: See responses to Item 9 on each cover page.
(b) PERCENT OF CLASS: See responses to Item 11 on each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE: See responses to item 5 on each cover page.
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: See responses to item 6 on each cover page.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See responses to item 7 on each cover page.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: See responses to item 8 on each cover page.
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION.
By signing below each of the undersigned certifies that, to the best of its or her knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| (Date) January 26, 2024 | ||
| Central Plains LTD | ||
| /s/ Jinghong Huo | ||
| Name: | JingHong Huo | |
| Title: | Sole Member and Chief Executive Officer | |
| /s/ Jinghong Huo | ||
Exhibit Index
Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13G (including amendments thereto) with respect to Xinyuan Real Estate Co., Ltd.. and that this agreement be included as an Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned herby executes this agreement as of January 26, 2024.
| Central Plains Ltd. | ||
| By: | /s/ Jinghong Huo | |
| Name: | JingHong Huo | |
| Title: | Sole Member and Chief Executive Officer | |
| /s/ Jinghong Huo | ||