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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
ý Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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 PERSONS EI Fund II China, LLC [20-5400029] |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 18,603,912 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
18,603,912 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
18,603,912 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.47% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
1 | NAMES OF REPORTING PERSONS EI Fund II, L.P. 98-0485417 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ý | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Cayman Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 18,603,912 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
18,603,912 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
18,603,912 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.47% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
1 | NAMES OF REPORTING PERSONS EI Fund II GP, LLC 76-0819336 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ý | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 18,603,912 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
18,603,912 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
18,603,912 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.47% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
1 | NAMES OF REPORTING PERSONS Chai Trust Company, LLC 36-6934216 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) ý | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 18,603,912 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
18,603,912 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
18,603,912 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
12.47% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC |
Item 1. |
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(a) | Name of Issuer: Xinyuan Real Estate Co., Ltd. (Translation of registrants name into English) | |||
(b) | Address of Issuers Principal Executive Offices: | |||
No. 18 Xinyuan Rd | ||||
Zhengzhou | ||||
Henan China F4 450011 | ||||
Item 2. |
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(a) | Names of Persons Filing: | |||
EI Fund II China, LLC | ||||
EI Fund II, L.P. | ||||
EI Fund II GP, LLC | ||||
Chai Trust Company, LLC | ||||
(b) | Addresses of Principal Business Offices or, if none, Residences: | |||
EI Fund II China, LLC | ||||
EI Fund II, L.P. | ||||
EI Fund II GP, LLC | ||||
each c/o Equity International, Ltd. | ||||
Two North Riverside Plaza | ||||
Chicago, IL 60606 | ||||
Chai Trust Company, LLC | ||||
c/o Equity Group Investments, L.L.C. | ||||
Two North Riverside Plaza | ||||
Chicago, IL 60606 | ||||
(c) | Citizenship: | |||
EI Fund II China, LLC United States | ||||
EI Fund II, L.P. Cayman Islands | ||||
EI Fund II GP, LLC United States | ||||
Chai Trust Company, LLC United States | ||||
(d) | Title of Class of Securities: Common Shares and American Depositary Shares representing Common Shares of the Issuer | |||
(e) | CUSIP Number: 98417P105 | |||
Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or §§240.13d-2(b) or (c), check whether the person filing is a: | |||
Not applicable. |
Item 4.
|
Ownership. | ||||
(a) | Amount beneficially owned: | ||||
EI Fund II China, LLC, a Delaware limited liability company, owns 18,603,912 shares of Common Stock of the Issuer, which shares were acquired prior to the Issuer registering such shares of Common Stock in connection with the international initial public offering of the Issuer. EI Fund II, L.P., EI Fund II GP, LLC and Chai Trust Company, LLC all share voting and dispositive power with respect to, and hold indirect beneficial ownership of, such 18,603,912 shares of Common Stock. | |||||
(b) | Percent of class: See the response(s) to Item 11 on the attached cover page(s). | ||||
(c) | Number of shares as to which the Reporting Person has: | ||||
(i) Sole power to vote or direct the vote: See the response(s) to Item 5 on the attached cover page(s). | ||||
(ii) Shared power to vote or direct the vote: See the response(s) to Item 6 on the attached cover page(s). | ||||
(iii) Sole power to dispose or direct disposition of: See the response(s) to Item 7 on the attached cover page(s). |
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(iv) Shared power to dispose or direct disposition
of: See the response(s) to Item 8 on the attached cover page(s). |
Item 5.
|
Ownership of Five Percent or Less of a Class. | |||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o | ||||
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person. | |||
Not applicable. | ||||
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |||
Not applicable. | ||||
Item 8.
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Identification and Classification of Members of the Group. | |||
See Exhibit 99.1. | ||||
Item 9.
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Notice of Dissolution of Group. | |||
Not applicable. |
Item 10.
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Certification. | |
Not applicable. |
Date: February 14, 2008 EI FUND II CHINA, LLC |
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By: | /s/ Cheryl Engle | |||
Cheryl Engle, Vice President | ||||
EIP FUND II, L.P. |
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By: | EI Fund II, GP, LLC, its General Partner | |||
By: | /s/ Cheryl Engle | |||
Cheryl Engle, Senior Vice President | ||||
CHAI TRUST COMPANY, LLC |
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By: | /s/ James G. Bunegar | |||
James G. Bunegar, Vice President | ||||