SEC Comment Letter 0000000000-23-008102 to Xinyuan Real Estate Co., Ltd. (XIN) (CIK 0001398453)
Xinyuan Real Estate Co., Ltd. (XIN) (CIK 0001398453)
Date: July 28, 2023 · CIK: 0001398453 · Accession: 0000000000-23-008102
AI Filing Summary & Sentiment
File numbers found in text: 001-33863
Letter
United States securities and exchange commission logo July 28, 2023 Yong Zhang Chief Executive Officer Xinyuan Real Estate Co., Ltd. 27/F, China Central Place, Tower II 79 Jianguo Road, Chaoyang District Beijing 100025 People’s Republic of China Re:Xinyuan Real Estate Co., Ltd. Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-33863 Dear Yong Zhang: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F and have the following comment. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to this comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 159 1.We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial statements included in the Form 20-F, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are not required to do so. Additionally, please amend your Form 20-F to provide the disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statement- hfcaa-040623.
FirstName LastNameYong Zhang Comapany NameXinyuan Real Estate Co., Ltd. July 28, 2023 Page 2 FirstName LastName Yong Zhang Xinyuan Real Estate Co., Ltd. July 28, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at (202) 551-3783 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Haoze Zheng
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United States securities and exchange commission logo
July 28, 2023
Yong Zhang
Chief Executive Officer
Xinyuan Real Estate Co., Ltd.
27/F, China Central Place, Tower II
79 Jianguo Road, Chaoyang District
Beijing 100025
People’s Republic of China
Re:Xinyuan Real Estate Co., Ltd.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-33863
Dear Yong Zhang:
We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comment.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your response to this comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 159
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 20-F, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction. Please
provide the documentation required by Item 16I(a) of Form 20-F or tell us why you are
not required to do so. Additionally, please amend your Form 20-F to provide the
disclosures required under Item 16I(b) of Form 20-F. Refer to the Staff Statement on the
Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act,
2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-
hfcaa-040623.
FirstName LastNameYong Zhang
Comapany NameXinyuan Real Estate Co., Ltd.
July 28, 2023 Page 2
FirstName LastName
Yong Zhang
Xinyuan Real Estate Co., Ltd.
July 28, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kyle Wiley at (202) 344-5791 or Christopher Dunham at (202) 551-3783
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc: Haoze Zheng