6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

FOR THE MONTH OF SEPTEMBER 2016

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 of Form 20-F or Form 40-F.

Form 20-F x                                Form 40-F o

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): o

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): o

This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Numbers 333-152637, 333-198525 and 333-205371) and on Form F-3 (Registration Number 333-192046) and any outstanding prospectus, offering circular or similar document issued or authorized by the Company that incorporates by reference any of the Company’s reports on Form 6-K that are incorporated into its registration statements filed with the Securities and Exchange Commission, and this Form 6-K shall be deemed a part of each such document from the date on which this Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

TABLE OF CONTENTS

	Page
Signature	2
Exhibit Index	3
Exhibit 99.1 Xinyuan Real Estate Co., Ltd. 2018 Note Redemption Launch Announcement dated September 14, 2016

1 

SIGNATURE

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/ Lizhou Zhang
Name:	Lizhou Zhang
Title:	Chief Executive Officer

Date: September 14, 2016

2 

EXHIBIT INDEX 

Exhibit Number	Description
Exhibit 99.1	Xinyuan Real Estate Co., Ltd. 2018 Note Redemption Launch Announcement dated September 14, 2016

3 

EX-99.1

Exhibit 99.1

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States.

 

XINYUAN REAL ESTATE CO., LTD.

鑫苑地产控股有限公司

(Incorporated in the Cayman Islands with limited liability)

REDEMPTION OF SENIOR NOTES DUE 2018

Pursuant to the terms of the indenture dated as of 3 May 2013 (as amended or supplemented from time to time, the “Indenture”), among Xinyuan Real Estate Co., Ltd. (the “Company”), the entities set forth in Schedule I thereto as Subsidiary Guarantors and Citicorp International Limited, as trustee (the “Trustee”), entered into in connection with the issuance of the Company’s 13.25% Senior Notes due 2018 (the “2018 Notes”), the Company announces that it has informed the Trustee and holders of the 2018 Notes that all the outstanding 2018 Notes will be redeemed in full on October 18, 2016 (the “Redemption Date”) at a redemption price equal to 106.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (the “Redemption Price”).

As of the date of this announcement, the outstanding principal amount of the 2018 Notes is US$183,000,000. The Company will satisfy the payment of the outstanding principal amount of the 2018 Notes using the net proceeds from the offering of its 8.125% Senior Notes due 2019 issued on August 30, 2016.

Upon redemption of the outstanding 2018 Notes on the Redemption Date, all the redeemed 2018 Notes will be cancelled.

On behalf of the Board

Xinyuan Real Estate Co., Ltd.

Yong Zhang

Chairman

September 14, 2016