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View Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2012. OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Transition Period From To OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-33863 XINYUAN REAL ESTATE CO., LTD. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 27/F, China Central Place, Tower II 79 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China (Address of principal executive offices) Tom Gurnee Xinyuan Real Estate Co., Ltd 27F, China Central Place, Tower II, 79 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Tel: (86-10) 8588-9390 Fax: (86-10) 8588-9300 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered American Depositary Shares, each representing two New York Stock Exchange common shares, par value US$0.0001 per share Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report 141,938,398 common shares, par value US$0.0001 per share, as of December 31, 2012. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes x No ¨ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP x International Financial Reporting Standards as issued by the Other ¨ International Accounting Standards Board ¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨ Table of Contents Page Introduction 5 Forward-Looking Statements 7 Part I Item 1. Identity of Directors, Senior Management and Advisers 9 Item 2. Offer Statistics and Expected Timetable 9 Item 3. Key Information 9 A. Selected Financial Data 9 B. Capitalization and Indebtedness 12 C. Reasons for the Offer and Use of Proceeds 12 D. Risk Factors 12 Item 4. Information on the Company 42 A. History and Development of the Company 42 B. Business Overview 42 C. Organizational Structure 76 D. Property, Plants and Equipment 77 Item 4A. Unresolved Staff Comments 77 Item 5. Operating and Financial Review and Prospects 77 A. Operating Results 78 B. Liquidity and Capital Resources 111 C. Research and Development, Patent and Licenses, etc. 115 D. Trend Information 115 E. Off-Balance Sheet Arrangements 115 F. Tabular Disclosure of Contractual Obligations 116 G. Safe Harbor 118 Item 6. Directors, Senior Management and Employees 118 A. Directors and Senior Management 118 B. Compensation 120 C. Board Practices 125 D. Employees 127 E. Share Ownership 127 Item 7. Major Shareholders and Related Party Transactions 128 A. Major Shareholders 128 B. Related Party Transactions 129 C. Interests of Experts and Counsel 130 Item 8. Financial Information 130 A. Consolidated Statements and Other Financial Information 130 B. Significant Changes 131 Item 9. The Offer and Listing 131 A. Offer and Listing Details 131 B. Plan of Distribution 131 C. Markets 131 D. Selling Shareholders 132 E. Dilution 132 F. Expenses of the Issue 132 Item 10. Additional Information 132 A. Share Capital 132 B. Memorandum and Articles of Association 132 C. Material Contracts 133 D. Exchange Controls 133 E. Taxation 133 F. Dividends and Paying Agents 138 3 G. Statement by Experts 138 H. Documents on Display 318 I. Subsidiary Information 138 Item 11. Quantitative and Qualitative Disclosures About Market Risk 139 Item 12. Description of Securities Other than Equity Securities 141 A. American Depositary Shares 141 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies 143 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 143 Item 15. Controls and Procedures 143 Part III Item 16. [Reserved] 146 Item 16A. Audit Committee Financial Expert 146 Item 16B. Code of Ethics 146 Item 16C. Principal Accountant Fees and Services 146 Item 16D. Exemptions from the Listing Standards for Audit Committees 146 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 147 Item 16F. Change In Registrant’s Certifying Accountant 147 Item 16G. Corporate Governance 147 Item 16H. Mine Safety Disclosure 148 Item 17. Financial Statements 148 Item 18. Financial Statements 148 Item 19. Exhibits 148 4 INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to: · “we,” “us,” “our company,” “our,” “the Group” or “Xinyuan” refers to Xinyuan Real Estate Co., Ltd., its predecessor entities and its subsidiaries; · “shares” or “common shares” refers to our common shares, par value US$0.0001 per share; · “ADSs” refers to our American depositary shares, each of which represents two common shares, and “ADRs” refers to the American depositary receipts that evidence our ADSs; · “China” or “PRC” refers to the People’s Republic of China, excluding, for the purposes of this Form 20-F only, Taiwan, Hong Kong and Macau; · “GFA” refers to gross floor area. The amounts for “total GFA” in this annual report are the amounts of total saleable residential and commercial GFA and are derived on the following basis: o for properties that are sold, the stated GFA is based on the sales contracts relating to such property; GFA may be adjusted based on final examination upon delivery of the property; o for unsold properties that are completed or under construction, the stated GFA is calculated based on the detailed construction blueprint and the calculation method approved by the PRC government for saleable GFA, after necessary adjustments; and o for properties that are under planning, the stated GFA is based on the land grant contract and our internal projection; · “RMB” or “Renminbi” refers to the legal currency of China and “US$” or “U.S. dollars” refers to the legal currency of the United States. At present, there is no uniform standard to categorize the different types and sizes of cities in China. In this annual report, we refer to certain larger and more developed cities as Tier I, Tier II and Tier III cities based on the categorization used by the CIHAF Valuation Report on Real Estate Investment in PRC Cities published by China Real Estate Business, an authoritative real estate publication in China, YUBO Media and Institute of Finance and Trade Economics of Chinese Academy of Social Sciences. Based on this approach, there are currently four Tier I cities, over thirty five Tier II cities and eleven Tier III cities in China. Facts and statistics in this annual report relating to China, the Chinese economy and the China property development industry are sourced from various publicly available government and official sources, as indicated herein. We believe that the sources of this information are appropriate sources for such information. However, we can not independently verify any of such information.
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