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 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 ¨
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): ¨
On September 3, 2025, XINYUAN Real Estate, Co., Ltd.
(“Company”) received a notice from the New York Stock Exchange (“NYSE”, the “Exchange”) announcing
that the staff of NYSE Regulation has determined to commence proceedings to delist the Company’s American Depositary Shares (“ADSs”)
pursuant to Section 802.01B of the NYSE’s Listed Company Manual.
The Company has a right to a review of this determination by a Committee
of the Board of Directors of the Exchange. The Company has until September 17, 2025 to appeal NYSE’s determination. The Company
will make subsequent disclosures in the event it chooses to appeal NYSE’s determination.
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.
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XINYUAN REAL ESTATE CO., LTD. |
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(Registrant) |
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| Date: September 11, 2025 |
By: |
/s/ Yong Zhang |
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Name: |
Yong Zhang |
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Title: |
Chief Executive Officer |
