FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2008
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 Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
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): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- N/A
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| EX-99.1 Press Release regarding Annual General Meeting results |
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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.
| Xinyuan Real Estate Co., Ltd. | ||
| By: | /s/ Yong Zhang | |
| Name: | Yong Zhang | |
| Title: | Chief Executive Officer | |
Date: December 5, 2008
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| Exhibit No. |
Description | |
| 99.1 |
Press Release regarding Annual General Meeting results |
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Exhibit 99.1
Xinyuan Real Estate Co., Ltd. Announces Results of 2008 Annual General
Meeting of Shareholders
BEIJING, China, December 5, 2008 – Xinyuan Real Estate Co., Ltd. (“Xinyuan” or “the Company”) (NYSE:XIN), a fast-growing residential real estate developer with a focus on strategically selected Tier II cities in China, today announced that it has obtained shareholder approval for all matters submitted for approval at the Company’s 2008 annual general meeting held in Beijing today.
The following resolutions proposed by the Company were approved by Xinyuan’s shareholders:
| 1. | Approval by ordinary resolution of the manner of purchase under the Company’s share repurchase program. |
| 2. | Amendment by special resolution of Articles 16 through 18 of the Amended and Restated Articles of Association of the Company such that, subsequent to the share repurchase program described in proposal 1, the manner of purchase by the Company of its shares shall be in accordance with the Company’s Restated Articles and other terms determined by its board of directors. |
| 3. | Ratification by ordinary resolution of the appointment of the Company’s independent auditor Ernst & Young Hua Ming for the fiscal year 2008. |
Materials related to the annual general meeting of shareholders, including the proxy statement, are available through the Company’s website at http://agm.xyre.com .
About Xinyuan Real Estate Co., Ltd.
Xinyuan Real Estate Co., Ltd. (“Xinyuan”) (NYSE: XIN) is a fast-growing developer of large scale, high quality residential real estate projects aimed at providing middle-income consumers with a comfortable and convenient community lifestyle. Xinyuan focuses on China’s Tier II cities, characterized as larger, more developed urban areas with above average GDP and population growth rates. Xinyuan has expanded its network to cover a total population of over 34.5 million people in six strategically selected Tier II cities, comprising Hefei, Jinan, Kunshan, Suzhou, Zhengzhou and Chengdu. Xinyuan is the first real estate developer from China to be listed on the New York Stock Exchange. For more information, please visit http://www.xyre.com.
Safe Harbor Statement
This press release may contain forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Statements that are not historical facts, including statements concerning our beliefs, forecasts, estimates and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including, but not limited to, the risk that: the market price of our ADSs may be volatile; you may be subject to limitations on transfer of your ADSs, and other risks outlined in our public filings with the Securities and Exchange Commission, including our annual report on Form 20-F for the year ended December 31, 2007. All information provided in this press release is as of December 5, 2008. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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For more information, please contact:
In China:
Mr. Frank Ng
Chief Financial Officer
| Tel: | +86 (10) 8588-9255 | |
| Email: | frankng@xyre.com |
Mr. Jacky Zhang
Deputy General Manager of Investor Relations
| Tel: | +86 (10) 8588-9262 | |
| Email: | zhengang.zhang@xyre.com |
Mr. Derek Mitchell
Ogilvy Financial, Beijing
| Tel: | +86 (10) 8520-6284 | |
| Email: | derek.mitchell@ogilvy.com |
In the United States:
Mr. Thomas Smith
Ogilvy Financial, New York
| Tel: | +1 (212) 880-5269 | |
| Email: | thomas.smith@ogilvypr.com |
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