SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)

 

 

 

Xinyuan Real Estate Co., Ltd.

(Name of Issuer)

 

 

Common Shares, par value $.0001 per share¹

(Title of Class of Securities)

  

98417P105²

(CUSIP Number) 

 

                                           December 31, 2011                                        

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

£ Rule 13d-1(b)

 

£ Rule 13d-1(c)

 

S Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person's 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.

The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

_____________________

¹    Not for trading, but only in connection with the registration of American Depository Shares (each representing two Common Shares).

²   This CUSIP number relates to the Issuer’s American Depositary Shares, each representing two Common Shares. 

 

CUSIP No.   98417P105

13G

 

1	NAMES OF REPORTING PERSONS   Blue Ridge China Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER   27,505,8673
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 27,505,8673
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,8673
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%4
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

______________________________________

 

³ Based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares of the Issuer. 

⁴ Based on 153,807,616 Common Shares outstanding as of November 4, 2011, as disclosed in the Issuer’s Proxy Statement dated November 7, 2011.

 

CUSIP No.   98417P105

13G

 

1	NAMES OF REPORTING PERSONS   Blue Ridge China Holdings, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER   27,505,8673
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER   27,505,8673
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,8673
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%4
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

 

______________________________________

 

³ Based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares of the Issuer. 

⁴ Based on 153,807,616 Common Shares outstanding as of November 4, 2011, as disclosed in the Issuer’s Proxy Statement dated November 7, 2011.

 

CUSIP No.   98417P105

13G

 

 

1	NAMES OF REPORTING PERSONS   Blue Ridge Capital Offshore Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   27,505,8673
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   27,505,8673
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,8673
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%4
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

 

 

______________________________________

 

³ Based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares of the Issuer. 

⁴ Based on 153,807,616 Common Shares outstanding as of November 4, 2011, as disclosed in the Issuer’s Proxy Statement dated November 7, 2011.

 

CUSIP No.   98417P105

13G

 

1	NAMES OF REPORTING PERSONS   John A. Griffin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER   0
		6	SHARED VOTING POWER   27,505,8673
		7	SOLE DISPOSITIVE POWER   0
		8	SHARED DISPOSITIVE POWER   27,505,8673
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,505,8673
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.9%4
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

 

 

______________________________________

 

³ Based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares of the Issuer. 

⁴ Based on 153,807,616 Common Shares outstanding as of November 4, 2011, as disclosed in the Issuer’s Proxy Statement dated November 7, 2011.

 

 

 

Item 1(a).	Name of Issuer
	Xinyuan Real Estate Co., Ltd. (the “Issuer”).
Item 1(b).	Address of Issuer's Principal Executive Office
	27/F, China Central Place, Tower II
	79 Jianguo Road, Chaoyang District
	Beijing 100025
	People’s Republic of China
Item 2(a).	Name of Person Filing
	This statement is filed by:
	(i)         Blue Ridge China Partners, L.P., a Cayman Islands exempted limited partnership (“Blue Ridge China”), with respect to Common Shares of the Issuer beneficially owned by it;
	(ii)        Blue Ridge China Holdings, L.P., a Cayman Islands exempted limited partnership (“BRCH”), with respect to Common Shares of the Issuer beneficially owned by Blue Ridge China;
	(iv)       Blue Ridge Capital Offshore Holdings LLC, a New York limited liability company (“BRCOH”), with respect to Common Shares of the Issuer beneficially owned by Blue Ridge China; and
	(v)        John A. Griffin (“Mr. Griffin”) with respect to Common Shares of the Issuer beneficially owned by Blue Ridge China.
	The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	The address of the business offices of each of Blue Ridge China and BRCH is:
	P.O. Box 309GT
	Ugland House
	South Church Street
	George Town
	Grand Cayman
	Cayman Islands

 

 

 

	The address of the business office of each of BRCOH and Mr. Griffin is:
	660 Madison Avenue, 20th Floor
	New York, NY 10065

 

Item 2(c).	Citizenship
	Blue Ridge China and BRCH are each an exempted limited partnership organized under the laws of the Cayman Islands. BRCOH is a limited liability company organized under the laws of the State of New York. Mr. Griffin is a United States citizen.
Item 2(d).	Title of Class of Securities
	Common Shares, par value $.0001 per share (the “Common Shares”) (including American Depositary Shares, each representing two Common Shares).
Item 2(e).	CUSIP Number
	98417P105  (This CUSIP number relates to the Issuer’s American
	Depositary Shares.)

 

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
(a)	£	Broker or dealer registered under Section 15 of the Act.
(b)	£	Bank as defined in Section 3(a)(6) of the Act.
(c)	£	Insurance Company as defined in Section 3(a)(19) of the Act.
(d)	£	Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)	£	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	£	An employee benefit plan or endowment fund in accordance with
		Rule 13d-1(b)(1)(ii)(F);
(g)	£	A parent holding company or control person in accordance with
		Rule 13d-1(b)(1)(ii)(G);
(h)	£	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	£	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	£	A non-U.S. institution in accordance with Rule 13d-1(B)(1)(ii)(J);
(k)	£	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

 

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Not applicable.

 

Item 4.	Ownership
	(a)	Amount beneficially owned:  27,505,867 Common Shares (based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares), as of December 31, 2011.
	(b)	Percent of class:  17.9%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:  0
		(ii)	Shared power to vote or to direct the vote:  27,505,867
		(iii)	Sole power to dispose or to direct the disposition of:  0
		(iv)	Shared power to dispose or to direct the disposition of:  27,505,867

 

The ownership percentage set forth above is based on there being 153,807,616 Common Shares outstanding as of November 4, 2011, as reported by the Issuer in its Proxy Statement dated November 7, 2011 (included as an exhibit to a report on Form 6-K filed by the Issuer on November 7, 2011 with the Securities and Exchange Commission).

 

BRCH is the general partner of Blue Ridge China.. BRCOH is the general partner of BRCH. Mr. Griffin is the sole managing member of BRCOH. Accordingly, Mr. Griffin, BRCOH and BRCH may be deemed to share investment and voting control with Blue Ridge China over the 27,505,867 Common Shares (based on ownership of 13,752,933 American Depositary Shares, each representing two Common Shares) held by Blue Ridge China.

 

The Reporting Persons beneficially owned the Common Shares prior to the registration of the Issuer’s American Depositary Shares and Common Shares with the Securities and Exchange Commission.

 

 

Item 5.	Ownership of Five Percent or Less of a Class
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certifications
	Not applicable.

 

 

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, 2012

 

	Blue Ridge CHINA PARTNERS, L.P.
	By:  Blue Ridge China Holdings, L.P.,
	as General Partner
	By:  Blue Ridge Capital Offshore Holdings LLC,
	as General Partner

 

	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
	BLUE RIDGE CHINA HOLDINGS, L.P.
	By:  Blue Ridge Capital Offshore Holdings LLC,
	as General Partner
	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
	BLUE RIDGE CAPITAL OFFSHORE Holdings LLC
	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
		/s/ John A. Griffin
		John A. Griffin

 

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning others, except to the extent that he or it knows or has reason to believe such information is inaccurate.

 

Dated: February 14, 2012

 

	Blue Ridge CHINA PARTNERS, L.P.
	By:  Blue Ridge China Holdings, L.P.,
	as General Partner
	By:  Blue Ridge Capital Offshore Holdings LLC,
	as General Partner

 

	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
	BLUE RIDGE CHINA HOLDINGS, L.P.
	By:  Blue Ridge Capital Offshore Holdings LLC,
	as General Partner
	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
	BLUE RIDGE CAPITAL OFFSHORE Holdings LLC
	By:	/s/ John A. Griffin
		Name:  John A. Griffin
		Title:  Managing Member
		/s/ John A. Griffin
		John A. Griffin