Xinyuan Real Estate (NYSE: XIN) cancels 45.9M shares after voluntary surrenders

Rhea-AI Filing Summary

Xinyuan Real Estate Co., Ltd. reports that on July 6, 2026 it entered into separate share surrender agreements with CENTRAL PLAINS LTD. and XY MANAGEMENT LIMITED. Under these agreements, on July 8, 2026 CENTRAL PLAINS LTD. voluntarily surrendered 15,339,280 ordinary shares to the company for no consideration, and XY MANAGEMENT LIMITED voluntarily surrendered 30,572,960 ordinary shares to the company for no consideration.

The company cancelled an aggregate of 45,912,240 ordinary shares on July 8, 2026 and updated its Cayman Islands register of members to reflect the cancellation.

Key Figures

Shares surrendered by CENTRAL PLAINS LTD.: 15,339,280 ordinary shares Shares surrendered by XY MANAGEMENT LIMITED: 30,572,960 ordinary shares Total shares cancelled: 45,912,240 ordinary shares

3 metrics

Shares surrendered by CENTRAL PLAINS LTD. 15,339,280 ordinary shares Voluntarily surrendered to the company for no consideration on July 8, 2026

Shares surrendered by XY MANAGEMENT LIMITED 30,572,960 ordinary shares Voluntarily surrendered to the company for no consideration on July 8, 2026

Total shares cancelled 45,912,240 ordinary shares Aggregate of surrendered shares cancelled on July 8, 2026

Key Terms

share surrender agreements, ordinary shares, register of members

3 terms

share surrender agreements financial

"the Company entered into separate share surrender agreements with CENTRAL PLAINS LTD."

ordinary shares financial

"voluntarily surrendered to the Company, for no consideration, 15,339,280 ordinary shares"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

register of members regulatory

"updated its Cayman Islands register of members accordingly"

An official list maintained by a company that records who owns its shares, how many they own and their contact details, similar to a class roster or bank ledger for ownership. It matters to investors because only people on the list can vote at meetings, receive dividends or corporate communications, and it provides clear proof of ownership and helps enforce rights during share transfers or corporate actions.

FAQ

What did XIN disclose in the August 2026 Form 6-K?

Xinyuan Real Estate Co., Ltd. disclosed that two shareholders voluntarily surrendered a total of 45,912,240 ordinary shares for no consideration, which the company then cancelled and reflected in its Cayman Islands register of members.

How many XIN shares did CENTRAL PLAINS LTD. surrender?

CENTRAL PLAINS LTD. voluntarily surrendered 15,339,280 ordinary shares of Xinyuan Real Estate Co., Ltd. on July 8, 2026 for no consideration, under a share surrender agreement dated July 6, 2026, and these shares were subsequently cancelled by the company.

How many XIN shares did XY MANAGEMENT LIMITED surrender?

XY MANAGEMENT LIMITED voluntarily surrendered all 30,572,960 ordinary shares registered in its name on July 8, 2026, for no consideration, pursuant to a share surrender agreement dated July 6, 2026, and the company then cancelled these shares.

What is the total number of XIN shares cancelled in July 2026?

Xinyuan Real Estate Co., Ltd. cancelled an aggregate of 45,912,240 ordinary shares on July 8, 2026, representing the combined share surrenders from CENTRAL PLAINS LTD. and XY MANAGEMENT LIMITED, and updated its Cayman Islands register of members accordingly.

Did Xinyuan Real Estate pay consideration for the surrendered XIN shares?

No. Both CENTRAL PLAINS LTD. and XY MANAGEMENT LIMITED voluntarily surrendered their respective ordinary shares to Xinyuan Real Estate Co., Ltd. for no consideration, after which the company cancelled the surrendered shares.

When did the XIN share surrender agreements become effective?

The share surrender agreements with CENTRAL PLAINS LTD. and XY MANAGEMENT LIMITED were entered into on July 6, 2026, and the actual surrender and cancellation of the ordinary shares occurred on July 8, 2026, as reported by the company.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 08/14/2026 - 05:25 PM Accepted by SEC EDGAR 08/14/2026 - 05:25 PM Learn about SEC filing dates

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 August 2026

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): o

On July 6, 2026, the Company entered into separate share surrender agreements with CENTRAL PLAINS LTD. and XY MANAGEMENT LIMITED. Pursuant to such agreements, on July 8, 2026, CENTRAL PLAINS LTD. voluntarily surrendered to the Company, for no consideration, 15,339,280 ordinary shares, and XY MANAGEMENT LIMITED voluntarily surrendered to the Company, for no consideration, all 30,572,960 ordinary shares registered in its name. The Company cancelled an aggregate of 45,912,240 ordinary shares so surrendered on July 8, 2026, and updated its Cayman Islands register of members accordingly.

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:  August 14, 2026	By:	/s/ Yong Zhang
		Name:	Yong Zhang
		Title:	Chief Executive Officer