6-K
NAM TAI PROPERTY INC. (NTPIF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2022
Commission File Number 001-31583
NAM TAI PROPERTY INC.
(Translation of registrant’s name into English)
NamtaiIndustrial 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 July 5, 2022, the Shenzhen Qianhai Cooperation Zone People’s Court (the “Court”) in the People’s Republic of China (the “PRC”) issued an injunction order (the “Injunction Order”) in a case brought by Nam Tai Group Limited, a wholly owned subsidiary of Nam Tai Property Inc. (the “Company”), against Wang Jiabiao and Zhang Yu (the “Defendants”), both of whom are members of the Company’s previous management team, with third parties Nam Tai Investment (Shenzhen) Co., Ltd. (“NTI”) and Yu Chunhua, the Company’s interim Chief Executive Officer. The case was brought by the Company on June 8, 2022 (the “Case”), alleging that the Defendants, after being lawfully removed from their positions on the Company and NTI’s management team, continued to illegally possess and control the company seals (also known as “chops”) and certificates of NTI and take actions that harmed the interests of NTI. The Company filed an application for preservation to the Court on June 10, 2022.
The Injunction Order provides that, during the course of the Case, the Defendants are prohibited from using the company seals (including company official seal, special financial seal, special contract seal, legal representative seal and invoice seal) and certificates (including business licenses, organization code certificate and tax registration certificate) of NTI.
A copy of the press release discussing the Injunction Order has been attached as Exhibit 99.1 hereto. Copies of the Injunction Order have been attached hereto in both English and Chinese as Exhibits 99.2 and 99.3, respectively.
Exhibit Index
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: July 12, 2022
| NAM TAI PROPERTY INC. | |
|---|---|
| By: | /s/ Yu Chunhua |
| Name: | Yu Chunhua |
| Title: | Interim Chief Executive Officer |
EX-99.1
Exhibit 99.1
Nam Tai Property Obtains Injunction Against Rogue Former Executives Wang Jiabiao and Zhang Yu
Qianhai Court Orders That Wang and Zhang – Who Were Terminated by the Company’s Recently Reconstituted Board of Directors– are Prohibited From Using Corporate Chops and Business Licenses
SHENZHEN, China—(BUSINESS WIRE)--Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) today announced that the Shenzhen Qianhai Cooperation Zone People’s Court (the “Court”) has granted its subsidiary’s request that Wang Jiabiao and Zhang Yu – who were terminated by the Company’s reconstituted Board of Directors – be prohibited from using the corporate chops and business licenses of Nam Tai Investment (Shenzhen) Co., Ltd. (“Nam Tai Investment”), a wholly owned indirect subsidiary of the Company, during ongoing litigation. Mr. Wang and Ms. Zhang, who are long-standing affiliates of Kaisa Group Holdings Limited (“Kaisa”) and have spent the last seven months purporting to represent Nam Tai Investment, will be restricted from dissipating assets of Nam Tai Investment and entering into new corporate arrangements on behalf of Nam Tai Investment.
Michael Cricenti, Nam Tai’s Chairman, commented:
“We thank the Court for carefully assessing our request and ultimately coming to a decision that protects Nam Tai’s rights and supports local stability. This injunction will restrict Mr. Wang and Ms. Zhang from continuing to prioritize Kaisa Group over the Company, its employees and the communities it is investing in across China. Moreover, it represents a meaningful step toward Nam Tai obtaining on-shore control. We will continue to do whatever is necessary to put Nam Tai on a path to long-term growth and sustained value creation.”
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
ntp@longacresquare.com
EX-99.2
Exhibit 99.2
Shenzhen Qianhai Cooperation Zone People’s Court,
Guangdong Province, People’s Republic of China,
Civil Ruling
(2022) Yue 0391 Min Chu No. 4737
Plaintiff: Nam Tai Group Limited (“NTG”), which has a registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and whose company registration number is MC126293.
Representative: Steven Parker
Attorney: Jack Law, Lawyer of Global Law Office, Shenzhen Office
Attorney: Eric Chen, Lawyer of Global Law Office, Shenzhen Office
Defendant: Wang Jiabiao, male, the Han nationality, born on September 22, 1983, residential address at Room 606, Building 11, Dingtaifenghua Phase 6, 1085 Qianhai Road, Nanshan District, Shenzhen City
Defendant: Zhang Yu, female, the Han nationality, born on May 14, 1980, residential address at 23A Jinrun Building, Futian, Shenzhen, Guangdong
Joint attorneys for the two defendants: Huang Lanfang, Lawyer of Grandall (Shenzhen) Law Firm
Joint attorneys for the two defendants: Xue Yizhong, Lawyer of Grandall (Shenzhen) Law Firm
Third Party: Nam Tai Investment (Shenzhen) Co., Ltd. (“NTI”), **** which has a registered address in Nam Tai Industrial Park, 2 Nam Tai Road, Gushu Community, Xixiang Township, Baoan District, Shenzhen City
Legal representative: **** Wang Jiabiao
Third Party: Alva Yu, male, born on March 3, 1982, the Han nationality, residential address at No. 2205, Building 60, Courtyard No. 5, Guangqumenwai Avenue, Chaoyang District, Beijing
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With regard to the disputes among the plaintiff NTG, the defendants Wang Jiabiao and Zhang Yu, and the third parties NTI and Alva Yu over the liability for infringement upon the interests of company, the plaintiff NTG has filed an application for preservation to the court. NTG submitted that the defendants Wang Jiabiao and Zhang Yu, after being lawfully removed from their positions, still illegally possessed and controlled the seals and certificates of NTI, and carried out a series of acts that harmed the interests of NTI, such as illegally transferring assets. And NTG hereby requests the court to order: 1. during the course of this case, Wang Jiabiao and Zhang Yu shall not use the company seals (including company official seal, special financial seal, special contract seal, legal representative seal and invoice seal) and the company certificates (including original and copies of business licenses, organization code certificate, tax registration certificate) of NTI; 2. during the course of this case, Wang Jiabiao and Zhang Yu shall temporarily hand over the company seals (including company official seal, special financial seal, special contract seal, legal representative seal and invoice seal) and the company certificates (including original and copies of business licenses, organization code certificate, tax registration certificate) of NTI to Alva Yu appointed by NTG for safekeeping and use. China Ping An Property & Casualty Insurance Company, Ltd., Shenzhen Branch issued a letter of guarantee to provide guarantee for NTG’s preservation application.
After reviewing this case, the court holds that, in a civil action, if the act of one party or other reasons may make it difficult to enforce the judgment or cause other damages to the parties concerned, the other party may apply to the people’s court for an order requesting the people’s court to order the party to undertake certain acts or prohibit the party from undertaking certain acts. In this case, NTG’s first request of the preservation application, namely prohibiting the defendants Wang Jiabiao and Zhang Yu from using the company seals and certificates of NTI during the course of this case, conforms to the legal provisions and is granted by the court. The court does not grant NTG’s second request due to lack of legal basis.
In summary, in accordance with Article 103 of the Civil Procedure Law of the People’s Republic of China, the ruling is as follows:
| I. | Prohibiting Wang Jiabiao and Zhang Yu from using the company seals (including company official seal, special<br>financial seal, special contract seal, legal representative seal and invoice seal) and the company certificates (including original and copies of business licenses, organization code certificate, tax registration certificate) of NTI during the<br>course of this case; |
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| II. | Dismissing NTG’s other preservation application. |
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This ruling is forthwith enforced.
The parties concerned who disagree with this ruling may apply to the court for reconsideration once within five days from the date of receipt of this ruling. The execution of the ruling shall not be suspended during the reconsideration period.
Presiding Judge: Liu Yiyao
Judge: Wang Hu
Judge: Chen Yaling
The copy of the ruling is consistent with the original.
July 5, 2022
(court seal)
Clerk: Wu Aizhi
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EX-99.3
Exhibit 99.3
