SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Xinyuan Real Estate Co.,
Ltd.
(Name of
Issuer)
Common
Shares, par value $.0001 per share1
(Title of
Class of Securities)
98417P1052
(CUSIP
Number)
December 31,
2010
(Date of
Event Which Requires Filing of this Statement)
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)
x Rule
13d-1(d)
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*
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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).
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1
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Not
for trading, but only in connection with the registration of American
Depository Shares (each representing two Common
Shares).
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2
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This
CUSIP number relates to the Issuer’s American Depositary Shares, each
representing two Common Shares.
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CUSIP
No. 98417P105
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13G
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1
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NAMES
OF REPORTING PERSONS
Blue Ridge China Partners,
L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
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|
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6
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SHARED
VOTING POWER
27,705,8673
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
27,705,8673
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,705,8673
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.0%4
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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3
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Based
on ownership of 13,852,933 American Depositary Shares, each representing
two Common Shares of the Issuer.
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4
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Based
on 153,807,616 Common Shares outstanding as of November 22, 2010, as
disclosed in the Issuer’s Proxy Statement dated November 24,
2010.
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Page 2 of
11
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CUSIP
No. 98417P105
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13G
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1
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NAMES
OF REPORTING PERSONS
Blue Ridge China Holdings,
L.P.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
|
|
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6
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SHARED
VOTING POWER
27,705,8673
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7
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SOLE
DISPOSITIVE POWER
0
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||
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8
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SHARED
DISPOSITIVE POWER
27,705,8673
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||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,705,8673
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||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.0%4
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||
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12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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3
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Based
on ownership of 13,852,933 American Depositary Shares, each representing
two Common Shares of the Issuer.
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4
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Based
on 153,807,616 Common Shares outstanding as of November 22, 2010, as
disclosed in the Issuer’s Proxy Statement dated November 24,
2010.
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Page 3 of
11
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CUSIP
No. 98417P105
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13G
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1
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NAMES
OF REPORTING PERSONS
Blue Ridge Capital Offshore
Holdings LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
0
|
|
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6
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SHARED
VOTING POWER
27,705,8673
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||
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7
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SOLE
DISPOSITIVE POWER
0
|
||
|
8
|
SHARED
DISPOSITIVE POWER
27,705,8673
|
||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,705,8673
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.0%4
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||
|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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3
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Based
on ownership of 13,852,933 American Depositary Shares, each representing
two Common Shares of the Issuer.
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4
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Based
on 153,807,616 Common Shares outstanding as of November 22, 2010, as
disclosed in the Issuer’s Proxy Statement dated November 24,
2010.
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Page 4 of
11
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CUSIP
No. 98417P105
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13G
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1
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NAMES
OF REPORTING PERSONS
John A.
Griffin
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
0
|
|
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6
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SHARED
VOTING POWER
27,705,8673
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7
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SOLE
DISPOSITIVE POWER
0
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||
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8
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SHARED
DISPOSITIVE POWER
27,705,8673
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,705,8673
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES
CERTAIN SHARES (SEE
INSTRUCTIONS) ¨
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.0%4
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|
12
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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3
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Based
on ownership of 13,852,933 American Depositary Shares, each representing
two Common Shares of the Issuer.
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4
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Based
on 153,807,616 Common Shares outstanding as of November 22, 2010, as
disclosed in the Issuer’s Proxy Statement dated November 24,
2010.
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Page 5 of
11
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Item
1(a).
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Name
of Issuer
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Xinyuan Real Estate Co., Ltd. (the
“Issuer”).
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Item
1(b).
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Address
of Issuer's Principal Executive
Office
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27/F, China Central Place, Tower
II
79 Jianguo Road, Chaoyang
District
Beijing 100025
People’s Republic of China
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Item 2(a).
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Name
of Person Filing
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This statement is filed
by:
(i) Blue
Ridge China Partners, L.P., a Cayman Islands exempted limited partnership (“Blue
Ridge China”), with respect to Common Shares of the Issuer beneficially owned by
it;
(ii) Blue
Ridge China Holdings, L.P., a Cayman Islands exempted limited partnership
(“BRCH”), with respect to Common Shares of the Issuer beneficially owned by Blue
Ridge China;
(iv) Blue
Ridge Capital Offshore Holdings LLC, a New York limited liability company
(“BRCOH”), with respect to Common Shares of the Issuer beneficially owned by
Blue Ridge China; and
(v) John
A. Griffin (“Mr. Griffin”) with respect to Common Shares of the Issuer
beneficially owned by Blue Ridge China.
The foregoing persons are hereinafter
sometimes collectively referred to as the “Reporting Persons.”
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Item 2(b).
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Address
of Principal Business Office or, if none,
Residence:
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The address of the business offices of
each of Blue Ridge China and BRCH is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
Cayman Islands
Page 6 of
11
The address of the business office of
each of BRCOH and Mr. Griffin is:
660 Madison Avenue, 20th
Floor
New York, NY 10065
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Item 2(c).
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Citizenship
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Blue Ridge China and BRCH are each an
exempted limited partnership organized under the laws of the Cayman
Islands. BRCOH is a limited liability company organized under the
laws of the State of New York. Mr. Griffin is a United States
citizen.
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Item 2(d).
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Title
of Class of Securities
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Common
Shares, par value $.0001 per share (the “Common Shares”) (including
American Depositary Shares, each representing two Common
Shares).
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Item 2(e).
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CUSIP
Number
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98417P105 (This CUSIP number
relates to the Issuer’s American Depositary
Shares.)
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Item
3.
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If
this statement is filed pursuant to Rules 13d-1(b) or Rule 13d-2(b) or
(c), check whether the person filing is
a:
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(a)
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o
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Broker
or dealer registered under Section 15 of the
Act.
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(b)
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o
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Bank
as defined in Section 3(a)(6) of the
Act.
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(c)
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o
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Insurance
Company as defined in Section 3(a)(19) of the Act.
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(d)
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o |
Investment
company registered under Section 8 of the Investment Company Act of
1940.
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(e)
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o
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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o |
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
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(j)
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o |
A
non-U.S. institution in accordance with Rule
13d-1(B)(1)(II)(J);
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(k)
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o
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(K).
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Page 7 of
11
If filing
as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution:
Not
applicable.
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Item 4.
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Ownership
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(a)
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Amount
beneficially owned: 27,705,867 Common Shares (based on
ownership of 13,852,933 American Depositary Shares, each representing two
Common Shares).
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(b)
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Percent
of class: 18.0%
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(c)
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Number
of shares as to which the person
has:
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(i)
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Sole
power to vote or to direct the
vote: 0
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(ii)
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Shared
power to vote or to direct the
vote: 27,705,867
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(iii)
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Sole
power to dispose or to direct the disposition
of: 0
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(iv)
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Shared
power to dispose or to direct the disposition
of: 27,705,867
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The ownership percentage set forth
above is based on there being 153,807,616 Common Shares outstanding as of
November 22, 2010, as reported by the Issuer in its Proxy Statement dated
November 24, 2010 (included as an exhibit to a report on Form 6-K filed by the
Issuer on November 26, 2010 with the Securities and Exchange
Commission).
BRCH is the general partner of Blue
Ridge China. BRCOH is the general partner of
BRCH. Mr. Griffin is the sole managing member of
BRCOH. Accordingly, Mr. Griffin, BRCOH and BRCH may be deemed to
share investment and voting control with Blue Ridge China over the 27,705,867
Common Shares (based on ownership of 13,852,933 American Depositary Shares, each
representing two Common Shares) held by Blue Ridge China.
The Reporting Persons beneficially
owned the Common Shares prior to the registration of the Issuer’s American
Depositary Shares and Common Shares with the Securities and Exchange
Commission.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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Not applicable.
Page 8 of
11
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
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Not applicable.
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Item
8.
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Identification
and Classification of Members of the
Group
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Not applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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Not
applicable.
Page 9 of
11
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: February
14, 2011
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BLUE
RIDGE CHINA PARTNERS, L.P.
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By:
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Blue
Ridge China Holdings, L.P.,
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as
General Partner
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By:
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Blue
Ridge Capital Offshore Holdings LLC,
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as
General Partner
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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Title: Managing
Member
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BLUE
RIDGE CHINA HOLDINGS, L.P.
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By:
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Blue
Ridge Capital Offshore
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Holdings
LLC,
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as
General Partner
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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Title: Managing
Member
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BLUE
RIDGE CAPITAL OFFSHORE
HOLDINGS
LLC
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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Title: Managing
Member
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/s/ John A. Griffin
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John
A. Griffin
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Page 10
of 11
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree
that the foregoing statement on Schedule 13G is filed on behalf of each of the
undersigned and that all subsequent amendments to this statement on Schedule 13G
shall be filed on behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing of such
amendments and for the completeness and accuracy of the information concerning
him or it contained herein, but shall not be responsible for the completeness
and accuracy of the information concerning others, except to the extent that he
or it knows or has reason to believe such information is
inaccurate.
Dated: February
14, 2011
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BLUE
RIDGE CHINA PARTNERS, L.P.
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By:
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Blue
Ridge China Holdings, L.P.,
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as
General Partner
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By:
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Blue
Ridge Capital Offshore Holdings LLC,
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as
General Partner
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|||
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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Title: Managing
Member
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BLUE
RIDGE CHINA HOLDINGS, L.P.
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By:
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Blue
Ridge Capital Offshore Holdings LLC,
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as
General Partner
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|||
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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|||
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Title: Managing
Member
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BLUE
RIDGE CAPITAL OFFSHORE HOLDINGS LLC
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|||
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By:
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/s/ John A. Griffin
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Name: John
A. Griffin
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Title: Managing
Member
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/s/ John A. Griffin
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John
A. Griffin
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Page 11
of 11