Form 6-K NAM TAI PROPERTY INC. For: Feb 02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2022

Commission File Number 001-31583

 

 

NAM TAI PROPERTY INC.

(Translation of registrant’s name into English)

 

 

Namtai Industrial Estate

No. 2 Namtai Road, Gushu Community, Xixiang Township

Baoan District, Shenzhen City, Guangdong Province

People’s Republic of China

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

NAM TAI PROPERTY INC.

Form 6-K

CONTENTS

On January 26, 2022, Nam Tai Property Inc. (the “Company”) filed a claim in the Commercial Division of the Eastern Caribbean Supreme Court (the “Court”) in the British Virgin Islands (“BVI”) against Greater Sail Limited (“Greater Sail”), a wholly-owned affiliate of Kaisa Group Holdings Limited (“Kaisa Group”). On January 31, 2022, the Court made an order for temporary injunction (the “Order”), a copy of which is attached at Exhibit 99.3 hereto.

Among other things, the Order required Greater Sail to send letters to all of the Administration for Market Regulation’s branches it has contacted in China to withdraw its objections to the Company’s new Board assuming on-shore control through the appointment of new officers and representatives for its Chinese subsidiaries, and a form of the letter included as a schedule to the Order is attached as Exhibit 99.4 hereto.

There will be a further hearing in respect of the Order on February 24 2022.

Exhibit Index

 

Exhibit No.		Description
99.1		Press release, dated February 1, 2022, issued by the Company
99.2		Press release, dated February 1, 2022, issued by the Company (Chinese translation)
99.3		Order of the Eastern Caribbean Supreme Court, High Court of Justice of the Virgin Islands, Commercial Division, on Claim No. BVIHC (COM) 2022/0016, dated February 1, 2022
99.4		Template letter to be sent by Greater Sail Limited, attached as Schedule 3 to the Order

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 2, 2022

 

Exhibit 99.1

Nam Tai Property Announces Initiation of Legal Action Against

Kaisa Group’s Wholly-Owned Affiliate Greater Sail

Files Claim Alleging Greater Sail has Conspired with Terminated CEO Wang Jiabiao and

Terminated NTI Supervisor Zhang Yu to Hinder a Transition of On-Shore Control

Shares Updates on Court Orders Handed Down on January 31, 2022, Including an Order Enjoining

Greater Sail From Obstructing the New Board’s Efforts to Assume On-Shore Control    

SHENZHEN, China—(BUSINESS WIRE)—Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) today provided updates pertaining to legal proceedings initiated last week in the British Virgin Islands (“BVI”) Commercial Division of the Eastern Caribbean Supreme Court (the “Court”) against Greater Sail Limited (“Greater Sail”), a wholly-owned affiliate of Kaisa Group Holdings Limited (“Kaisa Group”) that is incorporated in the BVI:

 

•

On January 26, 2022, Nam Tai filed a claim with the Court that alleges Greater Sail has been conspiring with Mr. Wang Jiabiao, the Company’s former Chief Executive Officer and Nam Tai Investment (Shenzhen) Company Limited’s (“NTI”) former Legal Representative, and Ms. Zhang Yu, NTI’s former Supervisor, to frustrate the transition of control of the Company, its affiliates and its assets. In its claim, Nam Tai alleges that Greater Sail sent correspondence to authorities in China that constitute a malicious falsehood and/or the tort of causing loss by unlawful means under BVI law. Mr. Wang Jiabiao and Ms. Zhang Yu have a documented history of being employed by and affiliated with Kaisa Group, whose allies were removed from the Company’s Board at a special meeting of shareholders held on November 30, 2021. Mr. Wang Jiabiao and Ms. Zhang Yu were formally removed from their positions and terminated by Nam Tai’s reconstituted Board on December 1, 2021.

 

•

On January 26, 2022, Nam Tai also filed an application for an injunction to compel Greater Sail to preserve relevant documents, withdraw objections made in correspondence to the authorities in China and stop all efforts aimed at preventing the Company’s new Board from assuming rightful control of affiliates and on-shore assets.

On January 31, 2022, the Court ordered the following:

 

1.

Greater Sail must send letters to all of the Administration for Market Regulation’s branches it has contacted in China to withdraw its objections to Nam Tai’s new Board assuming on-shore control through the appointment of new officers and representatives for its Chinese subsidiaries. The Court’s order stipulates that the letters must be sent by 4:00 PM local time on February 8, 2022. Additionally, the Court’s order states that duplicates of the letters must be provided at the same time to Nam Tai’s legal counsel in China.

 

2.

Greater Sail is enjoined from hindering Nam Tai’s new Board from assuming control of the Company’s on-shore assets and properties. In addition, Greater Sail was ordered to provide copies of all correspondence sent to and received from the Administration for Market Regulation’s branches by February 15, 2022. Greater Sail must also file an affidavit laying out all oral communications with those branches by the same date.

Nam Tai’s Board will continue to provide updates pertaining to its litigation and efforts to hold Greater Sail, Kaisa Group, Mr. Wang Jiabiao and other unlawful actors accountable for their interference in the Company’s affairs. Nam Tai is represented in its ongoing actions by Ogier, with Quinn Emanuel Urquhart & Sullivan LLP serving as special litigation counsel and Global Law Firm (also known as GLO) and JunHe LLP serving as local China legal counsel.

FORWARD-LOOKING STATEMENTS

Certain statements included in this announcement, other than statements of historical fact, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “might”, “can”, “could”, “will”, “would”, “anticipate”, “believe”, “continue”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “seek”, or “timetable”. These forward-looking statements, which are subject to risks, uncertainties, and assumptions, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business and the industry in which we operate. These statements are only predictions based on our current expectations about future events. There are several factors, many beyond our control, which could cause results to differ materially from our expectation. These risk factors are described in our Annual Report on Form 20-F and in our Current Reports filed on Form 6-K from time to time and are incorporated herein by reference. Any of these factors could, by itself, or together with one or more other factors, adversely affect our business, results of operations or financial condition. There may also be other factors currently unknown to us, or have not been described by us, that could cause our results to differ from our expectations. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. You should not rely upon forward-looking statements as predictions of future events. These forward-looking statements apply only as of the date of this announcement; as such, they should not be unduly relied upon as circumstances change. Except as required by law, we are not obligated, and we undertake no obligation, to release publicly any revisions to these forward-looking statements that might reflect events or circumstance occurring after the date of this announcement or those that might reflect the occurrence of unanticipated events.

ABOUT NAM TAI PROPERTY

Nam Tai Property Inc. is an owner-operator of commercial real estate projects across China. The Company currently maintains two industrial complex projects, with one in Guangming, Shenzhen and one in Bao’an, Shenzhen. Learn more about the Company’s portfolio and strategic priorities by emailing our investor relations team.

Contacts

For Shareholders:

Longacre Square Partners

Greg Marose / Ashley Areopagita, 646-386-0091

[email protected] / [email protected]

###

Exhibit 99.2

南太地产宣布对佳兆业集团的全资附属公司顺帆提起诉讼

起诉主张顺帆与已被解聘的前南太首席执行官王家标和前南太投资监事张瑜共谋阻挠境内控制权交接

报告 2022 年 1 月 31 日下达的法院令的最新消息，包括禁止顺帆阻挠南太新董事会获得境内控制权的禁令

中国深圳—（美国商业资讯）— 南太地产（纽约证券交易所代码: NTP）（“南太”或“公司”）今日报告了有关上周其在英属维尔京群岛（“BVI”）东加勒比最高法院商事庭（“法院”）针对佳兆业集团控股有限公司（ “佳兆业集团”）在 BVI 注册成立的全资附属公司顺帆有限公司（“顺帆”）提起诉讼的最新情况：

 

•

2022 年 1 月 26 日，南太向法院提起诉讼，指控顺帆与南太前首席执行官兼南太投资（深圳）有限公司（ “南太投资”）的前法定代表人王家标先生、南太投资的前监事张瑜女士共谋阻挠对南太及其关联公司和资产控制权的移交。在其起诉状中，南太称顺帆向中国有关政府部门发送的函件，根据 BVI 法律已构成了恶意虚假陈述和/或以非法手段造成损失的侵权行为。王家标先生和张瑜女士有受雇和隶属于佳兆业集团的历史记录。南太于 2021 年 11 月 30 日召开的特别股东大会上已将佳兆业集团关联方从南太董事会（ “董事会”）中除名。2021 年 12月 1日，南太重组后的董事会正式罢免了王家标先生和张瑜女士的职务。

 

•

2022 年 1 月 26 日，南太还提交了一项禁令申请，要求顺帆保全相关文件，撤回其向中国政府部门提出的异议，并停止一切旨在阻碍南太新董事会正当接管境内资产和附属公司的行为。

2022 年 1 月 31 日，法院命令如下：

 

1.

顺帆必须致函其在中国联系过的所有市场监督管理部门，撤回其对南太新董事会任命中国子公司的新高管和法定代表人来取得境内控制权的异议。 法院的命令规定，这些函件必须在北京时间 2022 年 2 月 8 日下午 4:00 之前发出，并且这些函件的原件复本必须同时提供给南太的中国法律顾问。

 

2.

顺帆不得阻碍南太新董事会接管南太在境内的资产。 此外，顺帆被要求在 2022 年 2 月 15 日之前提供所有其与各个市场监督管理部门往来函件的副本，并提交一份列出其与市场监督管理部门间所有口头沟通的宣誓证词。

南太董事会将持续报告其追责顺帆、佳兆业集团、王家标先生和其他干涉南太事务不法行为人的诉讼与努力的最新进展。南太由 Ogier 代理其正在进行的诉讼，昆鹰律师事务所（Quinn Emanuel Urquhart & Sullivan LLP）担任其特别诉讼顾问，环球律师事务所和君合律师事务担任其中国法律顾问。

前瞻性陈述

除了关于历史事实的陈述外，本公告包含的某些陈述系前瞻性陈述。前瞻性陈述一般可以通过相关前瞻性用语识别，例如 “可能”“也许”“能够”“可以”“将”“将会”“期待”“相信”“继续”“预计”“预期”“预测”“计划”“准备”“寻求”或者“时间表”。这些前瞻性陈述受限于相关风险、不确定性和假设，并包含了我们基于对自身发展策略和对我们的业务领域以及所在行业未来走势的预判进而对我们未来财务表现的预测。这些陈述只是基于我们目前对未来事件的预期做出的预测。存在相当的因素（大多超出我们控制范围）可能会导致结果严重偏离我们的预测。这些风险因素在我们 20-F 年度报告和我们不时提交的 6-K 当期报告中均有描述，并以引用的方式在此并入。这些因素可能单独或与一个或多个其他因素共同对我们的业务、经营结果或财务状况产生不利影响。可能还存在一些其他我们目前未知或者我们没有展开描述的因素，可能导致我们的结果偏离预期。尽管我们相信前瞻性陈述中反映的预期是合理的，但我们不能对未来的结果、经营水平、业绩表现或成绩做出保证。您不能依赖前瞻性陈述作为对未来事件的预测。这些前瞻性陈述仅适用于本公告发布之日：就此而言，因为情形会发生变化，所以这些前瞻性陈述不应被不适当地依赖。除法律要求外，就可能反映在本公告发布日后发生的事件或情况或可能反映发生预期之外事件，我们没有义务也不会承担任何义务公开发布对这些前瞻性陈述的任何修订。

关于南太地产

南太地产是一家全国性的商业地产持有者兼运营商。公司现有两个产业综合体项目，分别位于深圳光明区和深圳宝安区。如欲了解更多公司投资组合和策略重点，请向我们的投资者关系团队发送电子邮件。

联系方式

股东请联系：

Longacre Square Partners

Greg Marose / Ashley Areopagita, 646-386-0091

[email protected] / [email protected]

Exhibit 99.3

 

Case Number: BVIHCOM2022/0016

 

IN THE EASTERN CARIBBEAN SUPREME COURT IN THE HIGH COURT OF JUSTICE VIRGIN ISLANDS COMMERCIAL DIVISION CLAIM No. BVIHC (COM) 2022/0016 IN THE MATTER OF NAM TAl PROPERTY INC AND IN THE MATTER OF THE BUSINESS COMPANIES ACT, 2004 BETWEEN:				Submitted Date: 01/02/2022 13:28   Filed Date: 01/02/2022 13:28   Fees Paid: 72.59

(1) NAM TAl PROPERTY INC.

(a company incorporated in the British Virgin Islands)

(2) NAM TAl GROUP LIMITED

(a company incorporated in the Cayman Islands)

(3) NAM TAl INVESTMENT (SHENZHEN) CO LTD

(a company incorporated in the People’s Republic of China)

Applicants/Claimants

-and-

GREATER SAIL LIMITED

(a company incorporated in the British Virgin Islands)

Respondent/Defendant

 

 

ORDER

 

 

 

		Before:				The Honourable Justice Adrian Jack [Ag]
		Dated:				31 January 2022
		Entered:				1 February 2022

PENAL NOTICE

If you, GREATER SAIL LIMITED, fail to comply with the terms of paragraphs 4-8 of this order, proceedings may be commenced against you for contempt of court

Any other person who knows of this order and does anything which helps or permits the Respondent to breach the terms of this order may also be held to be in contempt of court and may be imprisoned, fined or have their assets seized.

 

1

NOTICE: If GREATER SAIL LIMITED fails to comply with the terms of paragraphs 4-8 of this order proceedings may be commenced for contempt of court and you GIGI LEE AND MAl FAN may be liable to be imprisoned or to have an order of sequestration made in respect of your property.

UPON HEARING the Claimant’s application by notice filed on 26 January 2022

AND UPON READING the Notice of Application filed on 26 January 2022 and the Affidavits and Affirmations of Michael Cricenti and Yu Chunhua, the First and Second Affirmations of Zou Weining with exhibits filed on 26 January 2022 and the Third Affirmation of Zou Weining with exhibit filed on 27 January 2022

AND UPON HEARING Edward Davies QC, Ben Griffiths, Nicholas Burkill, Counsel for the Claimant and John Carrington QC, Counsel for the Defendant

AND UPON the Court accepting the undertaking offered on behalf of the Claimant set out at Schedule 1

IT IS ORDERED THAT

 

1.	This Order was made at a hearing ex parte on notice to the Defendant. The Defendant has a right to apply to the Court to vary or discharge the Order – see paragraph 10 below.

 

2.	There will be a further hearing in respect of this Order on 24 February 2022 at a time to be notified with a time estimate of 30 minutes (the “Return Date”).

 

3.	In this Order and Schedules:

“subsidiary of the First Claimant” means the companies listed in schedule 2 to this order; and

“document” means anything on or in which information of any description is recorded and includes electronically stored information and documents in hard copy form.

 

4.

Paragraph 2 of the Order dated 27 January 2022 shall continue and remain in effect. The Defendant shall preserve all documents within its possession custody or power relating to the Claimants or the subject matter of these proceedings and shall not (and shall not permit any agent or person possessing documents the property of the Defendant to) destroy, delete or dispose of any documents in its possession or control.

 

2

5.

The Defendant shall forthwith cease to, and until the Return Date shall not, whether by its directors officers agents or otherwise howsoever, do any act that might delay or otherwise hinder the board of directors of the First Claimant elected by the shareholders at the meeting of shareholders of the First Claimant on 30 November 2021 taking control of the First Claimant or any subsidiary of the First Claimant (including Nam Tai Investment (Shenzhen) Co Ltd) and any property of the Claimants or any subsidiary of the First Claimant.

 

6.

The Defendant shall by 4pm Beijing time on 8 February 2022 deliver to (a) the Bao’an Branch of Market Supervision Administration of the Shenzhen Municipality, (b) the Guangming Branch of Market Supervision Administration of the Shenzhen Municipality and (c) any other branch of the Market Supervision Administration to which the defendant has caused objections to be made to the registration of changes with respect to any directors, legal representative, supervisor or general manager of a subsidiary of the First Claimant, letters in the form of the draft at Schedule 3 to this Order bearing the chop of the law firm sending the letter, and shall at the same time deliver an original duplicate of each letter also bearing the chop of the law firm sending the letter to the Claimants’ lawyer Zhang Yuqing, Suite 2803-04, 28/F, Tower Three, Kerry Plaza No. 1-1, Zhongxinsi Road, Futian District, Shenzhen 518048, P. R. China.

 

7.

The Defendant shall by 4pm BVI time on 15 February 2022 provide to the Claimants copies of all correspondence sent or received by or on behalf of the Defendant with the Bao’an Branch of Market Supervision Administration of the Shenzhen Municipality, the Guangming Branch of Market Supervision Administration of the Shenzhen Municipality and any other branches of the Market Supervision Administration and shall until the Return Date provide to the Claimants copies of all such further correspondence forthwith after the Defendant sends or receives the same.

 

8.

The Defendant shall by 4pm BVI time on 15 February 2022 file and serve an affidavit by a director or other proper officer of the Defendant setting out the contents of all oral communications by or on behalf of the Defendant with the Bao’an Branch of Market Supervision Administration of the Shenzhen Municipality, the Guangming Branch of Market Supervision Administration of the Shenzhen Municipality and any other branches of the Market Supervision Administration (as identified in paragraph 6 of this Order) and shall until the Return Date inform the Claimants by letter. signed by a director or other proper officer or legal practitioner of the Defendant forthwith after any oral communication takes place by or on behalf of the Defendant with the Bao’an Branch of Market Supervision Administration of the Shenzhen Municipality or the Guangming Branch of Market Supervision Administration of the Shenzhen Municipality or any other such branch of the Market Supervision Administration.

 

3

9.	The hearing of the Claimant’s application for specific disclosure at paragraphs 3 and 4 of the draft order filed with the Notice of Application filed on 26 January 2022 is adjourned to the Return Date.

 

10.	The Defendant may apply to set aside or vary this Order by filing and serving on the Claimants a notice of application and evidence in support giving at least 7 days’ notice of the hearing of the application.

 

11.	The Claimants have permission to apply for further relief.

 

12.	Costs reserved to the Return Date.

 

13.	The Defendant’s application for a stay of this order pending an appeal is refused.

 

 

4

Schedule 1

Undertaking given on behalf of the Claimants

If the Court later finds that this Order has caused loss to the Defendant, and decides that the Defendant should be compensated for that loss, the Claimants will comply with any Order the Court may make.

 

5

Schedule 2

Companies defined as subsidiaries of the First Claimant in this order

 

1.	Nam Tai Group Limited

 

2.	Nam Tai Holdings Limited

 

3.	Nam Tai Group Management Limited

 

4.	Nam Tai Trading Company Limited

 

5.	Nam Tai Telecom (Hong Kong) Company Limited

 

6.	Triumph Commitment Group Limited

 

7.	Triumph Commitment (Hong Kong) Limited

 

8.	Wider Trade (Hong Kong) Limited

 

9.	Shenzhen Kaicheng Architecture and Decoration Company Limited

 

10.	Shenzhen Yuanmao Materials Company Limited

 

11.	Sun Team Global Limited

 

12.	Sun Team Global (Hong Kong) Limited

 

13.	Shenzhen Nam Tai Big Data Innovation Technology Company Limited

 

14.	Fine Shine Limited

 

15.	Fine Shine (Hong Kong) Limited

 

16.	Shenzhen Nam Tai Technology Innovation Company Limited

 

17.	Shenzhen Nam Tai Health Technology Company Limited

 

18.	Treasure Champion Group Limited

 

19.	Nam Tai (Shenzhen) Consulting Company Limited

 

20.	Dongguan Nam Tai Real Estate Development Company Limited

 

21.	Nam Tai Investment (Shenzhen) Company Limited

 

22.	Zastron Electronic (Shenzhen) Company Limited

 

23.	Wuxi Zastron Precision-Flex Company Limited

 

6

24.	Nam Tai (Shenzhen) Technology Park Operations Management Company Limited

 

25.	Inno Consultant Company Limited

 

26.	Shanghai Nam Tai Business Incubator Company Limited

 

7

Exhibit 99.4

 

NAME AND ADDRESS OF APPLICANT’S LEGAL PRACTITIONERS

The Applicants’ Legal Practitioners are -

Ogier

Ritter House

Wickhams Cay II

PO Box 3170

Road Town

Tortola

British Virgin Islands VG1110

Ref: NCB/ECS 180204.00002

Tel:         +1 284 852 7300

[email protected]

 

10

		THE EASTERN CARIBBEAN SUPREME COURT IN THE HIGH COURT OF JUSTICE VIRGIN ISLANDS COMMERCIAL DIVISION Claim No.: BVI HC (COM) 2022/0016   BETWEEN:   (1)         NAM TAl PROPERTY INC.   (2) NAM TAl GROUP LIMITED (a company incorporated in the Cayman Islands)   (3) NAM TAl INVESTMENT (SHENZHEN) CO LTD (a company incorporated in the People’s Republic of China)
		Claimants
		-and-
		GREATER SAIL LIMITED
		Defendant
		ORDER
		Ritter House Wickham’s Cay II PO Box 3170 Road Town, Tortola British Virgin Islands VG1110 Tel.: +1 284 852 7300 REF: NCB/EMS/180711.00002   Legal Practitioner for the Claimants

 

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