NYSE begins delisting proceedings for Xinyuan (XIN) American Depositary Shares

Rhea-AI Filing Summary

Xinyuan Real Estate Co., Ltd. reported that it received a notice from the New York Stock Exchange stating that NYSE Regulation staff has decided to begin delisting proceedings for the company’s American Depositary Shares under Section 802.01B of the NYSE Listed Company Manual. This means the ADSs currently risk losing their NYSE listing.

The company has the right to request a review of this decision by a committee of the NYSE Board of Directors and has until September 17, 2025 to appeal. Xinyuan stated it will provide further disclosures if it decides to appeal the NYSE’s determination.

Positive

• None.

Negative

• NYSE delisting proceedings for ADSs under Section 802.01B create a clear risk that Xinyuan’s shares will lose their New York Stock Exchange listing, which can materially affect liquidity and investor access.

Insights

Equity & Listing Standards Analyst

NYSE delisting proceedings introduce significant listing and liquidity risk for Xinyuan’s ADSs.

The notice from the New York Stock Exchange that staff has determined to commence delisting proceedings for Xinyuan Real Estate’s ADSs under Section 802.01B signals that the company no longer meets NYSE’s continued listing standards. Loss of a major exchange listing typically reduces trading liquidity and can limit access to certain investors who require exchange-listed securities.

The company retains the right to seek a review by an NYSE Board committee and has until September 17, 2025 to appeal. Whether it pursues this option and the outcome of any review will shape the future trading venue for the ADSs. Subsequent disclosures from the company on its appeal decision and NYSE’s final action will be key to understanding the longer-term implications for shareholders.

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.

	XINYUAN REAL ESTATE CO., LTD.
	(Registrant)
Date:  September 11, 2025	By:	/s/ Yong Zhang
		Name:	Yong Zhang
		Title:	Chief Executive Officer

FAQ

What did Xinyuan Real Estate Co., Ltd. (XIN) disclose in this 6-K?

Xinyuan Real Estate Co., Ltd. disclosed that NYSE Regulation staff has determined to commence proceedings to delist the company’s American Depositary Shares pursuant to Section 802.01B of the NYSE Listed Company Manual.

Why is the NYSE starting delisting proceedings for Xinyuan (XIN) ADSs?

The New York Stock Exchange informed Xinyuan that staff has decided to begin delisting proceedings for its American Depositary Shares under Section 802.01B of the NYSE Listed Company Manual, indicating a failure to meet continued listing standards as applied by the exchange.

Does Xinyuan (XIN) have the right to appeal the NYSE delisting decision?

Yes. Xinyuan has the right to a review of the NYSE staff determination by a committee of the Exchange’s Board of Directors and may appeal the determination.

What is the deadline for Xinyuan (XIN) to appeal the NYSE delisting proceedings?

Xinyuan Real Estate Co., Ltd. has until September 17, 2025 to appeal the NYSE’s determination to commence delisting proceedings for its ADSs.

What does Xinyuan (XIN) say it will do next regarding the NYSE delisting notice?

Xinyuan stated that it will make subsequent disclosures if it chooses to appeal the NYSE’s determination to commence delisting proceedings for its American Depositary Shares.

What securities of Xinyuan (XIN) are affected by the NYSE action?

The NYSE action specifically concerns the American Depositary Shares (ADSs) of Xinyuan Real Estate Co., Ltd., for which delisting proceedings are being commenced.