Notification That Form 20-f Will Be Submitted Late (nt 20-f)

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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

001-33863

(Commission File Number)

 

(Check one):	☐ Form 10-K	☒ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D	☐ Form N-CEN
	☐ Form N-CSR

 

For Period Ended: December 31, 2022

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☐	Transition Report on Form 10-K

 

☐	Transition Report on Form 20-F

 

☐	Transition Report on Form 11-K

 

☐	Transition Report on Form 10-Q

 

For the Transition Period Ended:

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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I - REGISTRANT INFORMATION

 

XINYUAN REAL ESTATE CO., LTD.

 

Full Name of Registrant

 

Former Name if Applicable: N/A

 

27/F, China Central Place, Tower II

79 Jianguo Road, Chaoyang District

 

Address of Principal Executive Office (Street and Number)

 

Beijing 100025

People's Republic of China

City, State and Zip Code

 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

		(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

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PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Company's independent auditor, Assentsure, estimates that it will need more time than expected to complete the audit procedures for the Company's 2022 financial statements. This is in part due to the fact that Assentsure was appointed in December 2022 and had limited time to complete its work and that the change in auditor also led to increased workload. See the Company's Form 6-K furnished to the Securities and Exchange Commission on December 28, 2022. In addition, there has been some staff changes in the Company’s financial accounting department, and therefore the Company and its Audit Committee’s time and resources were also diverted to the recruitment of new staff as well as the handover procedures.

 

The Company and the Audit Committee are working closely with Assentsure team to accelerate the process.

 

PART IV- OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Yong Zhang		+86 (10)		8588-9376
(Name)		(Area Code)		(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).☒ Yes ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?☐Yes ☒ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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 Xinyuan Real Estate Co., Ltd.

  (Name of Registrant as Specified in Charter)

 

 has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 30, 2023
	By:	/s/ Yong Zhang
		Name: Yong Zhang
		Title: CEO

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