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Shareholders of Xinyuan Real Estate Co., Ltd. (NYSE:XIN) approved two key resolutions at the company’s extraordinary general meeting held Tuesday in Beijing, according to a statement based on a press release filed with the SEC.
The first approved measure authorizes a spin-off transaction in which Xinyuan Real Estate will transfer certain assets, liabilities, and operations in China to XIN SpinCo, a wholly owned subsidiary incorporated in the Cayman Islands. Shares of XIN SpinCo will be distributed as a dividend to existing Xinyuan shareholders of record as of July 8, 2025, on a pro-rata basis. Following the transaction, XIN SpinCo will operate as a separate real estate development company with its own management and strategic focus.
The second resolution, which is conditional on the completion of the spin-off, approves an offshore debt restructuring through a Scheme of Arrangement under section 86 of the Cayman Islands Companies Act. The company stated that, upon completion, it will have fully discharged its liabilities under the Scheme Notes, as defined in the proxy statement. As part of the restructuring, Xinyuan will issue new shares and new perpetual securities, while XIN SpinCo will issue new senior notes.
The company’s announcement did not provide additional details regarding the timeline for the spin-off or the debt restructuring beyond the approvals granted at the meeting.
The information is based on a press release statement filed with the Securities and Exchange Commission.
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