Xinyuan Real Estate CO Ltd - Statement of Ownership (SC 13G)
February 14 2008 - 11:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.
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XINYUAN REAL ESTATE CO., LTD.
Common Shares, $0.0001 Par Value per share
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(Title of Class of Securities)
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98417P 10 5
December 31, 2007
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required on
the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Exchange Act) or otherwise subject to the liabilities of that section of the Exchange Act
but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
Continued on the following pages
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1.
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Names of Reporting Persons.
I.R.S. identification Nos. of above persons (entities only)
Yong Zhang
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2.
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Check the Appropriate Box if a Member of a Group (See instructions)
(a)
x
(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Peoples Republic of China
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
See Item 4 below
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6. Shared Voting Power
61,086,284(1)
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7. Sole Dispositive Power
See Item 4
below
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8. Shared Dispositive Power
61,086,284(1)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
61,086,284
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10.
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Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent Of Class Represented by the Amount in Row 9
42.3%
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12.
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Type of Reporting Person
IN
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(1)
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Includes 24,421 Common Shares issuable upon the exercise of options held by Shining Gold Trading Limited, a British Virgin Islands company wholly owned and controlled by Mr. Zhang,
12,000,000 Common Shares owned by Yuyan Yang, Mr. Zhangs spouse, and 1,028,060 Common Shares issuable upon the exercise of options held by Star World Finance Limited, a British Virgin Islands company wholly owned and controlled by Ms. Yang
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1.
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Names of Reporting Persons.
I.R.S. identification Nos. of above persons (entities only)
Yuyan Yang
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2.
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Check the Appropriate Box if a Member of a Group (See instructions)
(a)
x
(b)
¨
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Peoples Republic of China
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
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5. Sole Voting Power
See Item 4 below
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6. Shared Voting Power
61,086,284
(2)
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7. Sole Dispositive Power
See Item 4
below
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8. Shared Dispositive Power
61,086,284(2)
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9.
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Aggregate Amount Beneficially Owned By Each Reporting Person
61,086,284
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10.
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Check If The Aggregate Amount In Row (9) Excludes Certain Shares (See Instructions)
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¨
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11.
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Percent Of Class Represented by the Amount in Row 9
42.3%
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12.
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Type of Reporting Person
IN
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(2)
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Includes 1,028,060 Common Shares issuable upon the exercise of options held by Star World Finance Limited, a British Virgin Islands company wholly owned and controlled by Ms. Yang,
48,000,000 Common Shares owned by Yong Zhang, Ms. Yangs spouse, and 24,421 Common Shares issuable upon the exercise of options held by Shining Gold Trading Limited, a British Virgin Islands company wholly owned and controlled by Mr. Zhang
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Item 1.
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(a)
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NAME OF ISSUER:
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Xinyuan Real Estate Co., Ltd.
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(b)
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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No. 18 Xinyuan Road,
Zhengzhou, Henan
Province
Peoples Republic of China, 450011
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Item 2.
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(a)
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NAME OF PERSON FILING:
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Yong Zhang
Yuyan Yang
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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Yong Zhang
c/o Xinyuan Real Estate Co.,
Ltd.
No. 18 Xinyuan Road
Zhengzhou, Henan Province
Peoples Republic of China, 450011
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Yuyan Yang
c/o Xinyuan Real Estate Co.,
Ltd.
No. 18 Xinyuan Road,
Zhengzhou, Henan Province
Peoples Republic of China, 450011
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(c)
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CITIZENSHIP:
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Yong Zhang Peoples Republic of China
Yuyan Yang Peoples Republic of China
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(d)
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TITLE OF CLASS OF SECURITIES:
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Common Shares, $0.0001 Par Value per share
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(e)
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CUSIP NUMBER:
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98417P 10 5
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
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Not applicable.
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Item 4.
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OWNERSHIP:
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(a)
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Amount Beneficially Owned:
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The following information with respect to the ownership of the Common Shares of the issuer by each of the reporting persons is provided as of December 31, 2007:
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Reporting Person
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Amount
beneficially
owned
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Percentage
of class
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Sole power
to vote or direct
the vote
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Share power
to vote or to
direct the vote
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Sole power
to dispose or
to direct the
disposition of
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Shared power
to dispose or
to direct the
disposition of
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Yong Zhang
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61,086,284
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42.3
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%
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0
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61,086,284
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0
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61,086,284
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Yuyan Yang
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61,086,284
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42.3
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%
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0
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61,086,284
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0
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61,086,284
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Yong Zhang is the record owner of 48,000,000 Common Shares and is the sole owner of Shining Gold Trading Limited, a British Virgin Islands company, which owns vested options to
purchase 24,421 Common Shares. Yuyan Yang is the record owner of 12,000,000 Common Shares and is the sole owner of Star World Finance Limited, a British Virgin Islands company, which owns vested options to purchase 1,028,060 Common Shares. Pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended, Yong Zhang may be deemed to beneficially own all of the shares held by Shining Gold Trading Limited and Yuyan Yang may be deemed to beneficially own all of the shares held by Star
World Finance Limited Yong Zhang and Yuyan Yang are husband and wife, and may be deemed to share beneficial ownership of the shares held by each other.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP:
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Not applicable.
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Item 10.
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CERTIFICATION:
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Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date
: February 14, 2008
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Yong Zhang
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/s/ Yong Zhang
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Yuyan Yang
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/s/ Yuyan Yang
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LIST OF EXHIBITS
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Exhibit No.
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Description
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A
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Joint Filing Agreement
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