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 September 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
As previously disclosed in the Form 6-K filed on August 19, 2022 by Nam Tai Property Inc. (the “Company”), the Shenzhen Qianhai Cooperation Zone People’s Court (the “Qianhai Court”) in the People’s Republic of China (the “PRC”) issued an order (the “Injunction Order”) in a case brought by Nam Tai Group Limited (“NTG Limited”), a wholly owned subsidiary of the Company, against Wang Jiabiao and Zhang Yu (the “Defendants”) on July 5, 2022. The Injunction Order prohibited the Defendants 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). Further, on August 15, 2022, the Qianhai Court issued an order to freeze the bank accounts and assets of the Defendants, including four bank accounts belonging to the Defendants in their personal capacity, and certain vehicles and real estate property (the “Freeze Order”).
Zhang Yu challenged the jurisdiction of the Qianhai Court in order to undermine the Injunction Order and the Freeze Order, alleging that the Qianhai Court did not have proper jurisdiction over the case.
The Intermediate People’s Court of Shenzhen City, Guangdong Province, in the PRC issued a ruling (the “Ruling”) dated September 7, 2022, which was received by the Company on September 21, 2022, deciding that the Qianhai Court has proper jurisdiction over the case brought by NTG Limited.
A copy of the press release discussing the Ruling has been attached as Exhibit 99.1 hereto. Copies of the Ruling 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: September 26, 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 Pleased by Intermediate Court’s Dismissal of Appeal Filed by Former Executive Zhang Yu
Intermediate Court’s Decision Affirms the Qianhai Court’s Jurisdiction to Order Freezing the Bank Accounts and Assets ofMr. Wang and Ms. Zhang, Who Are Long-Standing Affiliates of Kaisa
SHENZHEN, China—(BUSINESS WIRE)--Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”) today announced that the Shenzhen Intermediate People’s Court (the “Intermediate Court”) has upheld the jurisdiction of the Shenzhen Qianhai Cooperation Zone People’s Court (the “Qianhai Court”) to grant the Company’s subsidiary’s request to freeze the personal bank accounts and assets of Wang Jiabiao and Zhang Yu, who were terminated by the Company’s reconstituted Board of Directors (the “Board”) in the fourth quarter of 2021.
The Intermediate Court’s dismissal follows a Qianhai Court order that prohibits Mr. Wang and Ms. Zhang 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 (collectively with its affiliates, “Kaisa”) and have spent the last several months purporting to represent Nam Tai Investment, are 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 appreciate the Intermediate Court’s dismissal of the appeal filed by Ms. Zhang, which affects both Mr. Wang and Ms. Zhang, who seem intent on advancing Kaisa’s objectives at the expense of shareholders’ best interests and local stability. It demonstrates that we are making continued progress and sustaining momentum with our legal strategy. Our focus will remain on aggressively pursuing claims against Mr. Wang, Ms. Zhang and Kaisa, while also engaging in good faith discussions with policymakers to demonstrate our commitment to making long-term investments across mainland China. Our Board continues to advance its plans to obtain on-shore control and achieve sustained value for stakeholders.”
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. Such forward-looking statements include, among other things, statements regarding the anticipated effects of the order, the Company’s plans and expectations with respect to litigation and regulatory actions in the process to gain on-shore control, its ability to gain on-shore control, and its ability to achieve sustained value for stakeholders. 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 expectations, including, among other things, the future actions of Mr. Wang and Ms. Zhang, the Company’s success with respect to its litigation and regulatory actions, other impediments to gaining on-shore control, timing of gaining on-shore control and general market conditions in the real estate sector. 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 which 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 or visiting Weibo: https://weibo.com/u/7755634761.
About Nam Tai Property
For Shareholders:
Longacre Square Partners
Greg Marose / Ashley Areopagita, 646-386-0091
ntp@longacresquare.com
EX-99.2
Exhibit 99.2
The Intermediate People’s Court of Shenzhen City, Guangdong
Province, the People’s Republic of China
Civil Ruling
(2022) Yue 03 Civil Jurisdiction Final No.1894
Appellant (defendant in the first instance):
ZHANG YU, female, born on , nationality, identity card address at .
Appellee (plaintiff in the first instance):
NAM TAI GROUP LIMITED, registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Legal representative: Steven Parker.
Appellant, Zhang Yu, appealed to this court against the ruling (2022) Yue 0391 Civil First No.4737-2 of the People’s Court of Shenzhen Qianhai Cooperation Zone on the dispute with Appellee, Nam Tai Group Limited, defendant in the first instance, Wang Jiabiao, and third parties in the first instance, Nam Tai Investment (Shenzhen) Co. Ltd. and Yu Chunhua over liability for damages to the interests of the company. The court formed a collegial panel in accordance with the law to review the case.
Upon its review, the Court is of the view that, based on the subject matter of the case and the existing evidence, this case is a dispute over liability for damage to the interests of the company, and is a tort dispute. A lawsuit brought for an infringement shall be under the jurisdiction of the people’s court at the place where the infringement is committed or where the defendant is domiciled. In this case, domicile of the third party in the first instance, Nam Tai Investment (Shenzhen) Co. Ltd., should be regarded as the place where the infringement was committed, which is located in Bao’an District, Shenzhen; and domicile of Appellant, Zhang Yu, i.e. defendant in the first instance, located in Futian District, Shenzhen. Since Appellee is a company registered in the Cayman Islands, according to the Reply of High People’s Court of Guangdong Province on Designatingthe People’s Court of Shenzhen Qianhai Cooperation Zone to Have Centralized Jurisdiction over First-instance Commercial Cases Related to Foreign Countries, Hong Kong, Macao and Taiwan in Shenzhen, the People’s Court of Shenzhen Qianhai Cooperation Zone has centralized jurisdiction over the first instance of foreign-related, and Hong Kong, Macao and Taiwan-related commercial cases that were previously under the jurisdiction of other basic people’s courts in Shenzhen since its establishment, so this case should be under the centralized jurisdiction of the
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People’s Court of Shenzhen Qianhai Cooperation Zone. Appellant’s grounds for appeal cannot be established, and the court does not support it. In accordance with the provisions of Article 177, paragraph 1, sub-paragraph 1 and Article 178 of the Civil Procedure Law of the People’s Republic of China, the Court rules as follows:
The appeal is dismissed and the original ruling is upheld.
This ruling is final.
| Chief Judge | Lai Jianhua | |
|---|---|---|
| Judge | Xie Binglin | |
| Judge | Yin | Yi |
The Intermediate People’s Court of Shenzhen City, Guangdong Province (Seal)
| September 7, 2022 |
|---|
A certified true copy of the original document
| Court Clerk | Gao Menghui |
|---|
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EX-99.3
Exhibit 99.3
