Xinyuan Real Estate Wins Approval for Spin-Off and Cayman Debt Restructuring

Rhea-AI Filing Summary

On 29 July 2025, Xinyuan Real Estate Co., Ltd. (NYSE: XIN) reported the voting results of its extraordinary general meeting. Shareholders passed two special resolutions:

• Spin-off: The company will transfer certain PRC assets, liabilities and operations to a wholly-owned Cayman subsidiary, XIN SpinCo, and distribute SpinCo shares to holders of record on 8 July 2025 on a pro-rata basis. SpinCo will operate as an independent real-estate developer with separate management and strategy.
• Offshore debt restructuring: Conditional on the spin-off, XIN will implement a Scheme of Arrangement under Cayman law. Completion will fully discharge the company’s obligations under the Scheme Notes. To execute the plan, XIN will issue new ordinary shares and new perpetual securities, while XIN SpinCo will issue new senior notes, all as described in the proxy materials.

No financial metrics, implementation timetable or guidance were provided in this Form 6-K.

Positive

• Shareholders approved the spin-off, enabling strategic separation of PRC assets into XIN SpinCo.
• Debt restructuring plan passed, allowing full discharge of Scheme Notes upon completion.

Negative

• Transaction still subject to consummation and court approval; timing and final terms are not disclosed.
• Issuance of new shares and perpetual securities introduces dilution and new capital structure complexities.

Insights

Financial Analyst

TL;DR: Spin-off and debt scheme clear shareholder hurdle; liability relief positive, dilution details pending.

The two approved resolutions unlock a path for structural separation of Chinese assets and a comprehensive offshore debt workout. Achieving legal authorisation is a key milestone because the spin-off enables ring-fencing of PRC operations, while the Scheme of Arrangement should eliminate obligations on existing Scheme Notes. Issuance of new shares and perpetual securities signals some dilution risk, but removal of legacy debt can improve balance-sheet optics and credit profile. Market impact now hinges on regulatory approvals, final terms and execution timeline.

Restructuring Specialist

TL;DR: Scheme notes discharged via Cayman scheme—credit positive if completed.

Shareholder assent paves the way for a court-sanctioned restructuring under Section 86. By swapping Scheme Notes for new equity, perpetual securities and SpinCo senior notes, XIN aims to achieve a consensual haircut while offering stakeholders upside through separated entities. The structure mirrors recent Chinese developer workouts, relying on offshore jurisdiction to bind dissenters. Execution risk remains, but court approval would materially reduce default probability and enhance refinancing options.

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 JULY 2025

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

Xinyuan Real Estate Co., Ltd. Announces Results of 2025 Extraordinary General Meeting of Shareholders

Xinyuan Real Estate Co., Ltd. (the “Company”) (NYSE: XIN), an NYSE-listed real estate developer operating primarily in China with projects in the United States, today announced the results of its 2025 extraordinary general meeting of shareholders held on July 29, 2025 at 10 a.m. local time, China Standard Time in Beijing, China (the “EGM”).

At the EGM, the Company’s shareholders approved the following resolutions as set forth in the Company’s notice and proxy statement relating to the EGM:

Proposal: 1) To approve, ratify and confirm in all respects by a special resolution, a potential spin-off transaction through which XIN would transfer certain assets, liabilities, and operations in the People’s Republic of China to XIN SpinCo, a wholly-owned subsidiary of XIN incorporated as an exempted company in the Cayman Islands (“XIN SpinCo”), and distribute XIN SpinCo shares (the “Spin-Off Shares”) as a dividend to the existing shareholders of XIN as of July 8 2025 (the “Record Date”) on a pro-rata basis (the “Spin-Off”). As a result, XIN SpinCo will operate as a distinct real estate development company with its own separate and distinct management, strategy and operational focus. And,

Proposal: 2) Subject to the approval and consummation of the Spin-Off as proposed, to approve, ratify and confirm in all respects by a special resolution, an offshore debt restructuring through a Scheme of Arrangement pursuant to section 86 of the Cayman Islands Companies Act (2025 Revision) (the “Restructuring”). Upon completion of the Restructuring, the Company will have fully discharged its liabilities under the Scheme Notes (as defined in the proxy statement). In connection with the Restructuring, the Company will issue the New Shares and the New Perpetual Securities, and XIN SpinCo will issue the New Senior Notes (each as defined in the proxy statement and/or in the Restructuring Term Sheet)

SIGNATURES

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: July 29, 2025

FAQ

What did Xinyuan Real Estate shareholders approve on 29 July 2025?

They approved a spin-off of PRC assets into XIN SpinCo and an offshore debt restructuring via a Cayman Scheme of Arrangement.

Who will receive XIN SpinCo shares after the spin-off?

Shareholders of record as of 8 July 2025 will receive SpinCo shares on a pro-rata basis.

What happens to the company’s Scheme Notes after restructuring?

Upon completion of the Scheme, XIN will have fully discharged its liabilities under the Scheme Notes.

Will Xinyuan issue new securities as part of the restructuring?

Yes. XIN will issue new ordinary shares and new perpetual securities, while XIN SpinCo will issue new senior notes.

Does the filing provide financial metrics or a timeline for completion?

No. The Form 6-K does not disclose financial figures, expected closing dates, or detailed execution milestones.