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 January 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
Term Loan Facilities
On January 11, 2022 (the “Closing Date”), Nam Tai Property Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), entered into unsecured delayed-draw term loans, evidenced by promissory notes, with IAT Insurance Group, Inc. (“IAT”) and IsZo Capital LP (“IsZo”).
The promissory note entered into between the Company and IAT (the “IAT Note”) provides for a loan in an initial aggregate principal amount of up to $15.0 million, which amount may be increased by an additional $10.0 million with the consent of IAT and the Company. The promissory note entered into between the Company and IsZo (the “IsZo Note” and together with the IAT Note, the “Notes”) provides for a loan in an initial aggregate principal amount of up to $5.0 million, which amount may be increased by an additional $10.0 million with the consent of IsZo and the Company.
Each Note accrues interest at a rate of 10% per annum, to be paid in-kind quarterly by increasing the then outstanding principal balance. The Notes will mature on January 11, 2024 but may be prepaid, in whole or in part, at the option of the Company. Upon repayment of the outstanding principal under each Note (or any portion thereof), commencing six months after the initial funding, the Company is required to pay an additional rate on the principal amount being repaid, ranging from 1.5% to 6% with the rate increasing on later repayment dates.
Pursuant to the terms of the Notes, an event of default will occur upon, among other things, failure to make payments on the Notes when due, use of proceeds of the Notes not in accordance with the Notes, or commencing of certain bankruptcy or insolvency proceedings.
On the Closing Date, $3.75 million was funded under the IAT Note and $1.25 million was funded under the IsZo Note.
The IAT Note and the IsZo Note are attached hereto as exhibits and are incorporated herein by reference. The foregoing descriptions of the IAT Note and the IsZo Note are qualified in their entirety by reference to the IAT Note and the IsZo Note, respectively.
Press Release
On January 11, 2022 the Company issued a press release which provided a series of corporate updates in an open letter to shareholders.
| Exhibit No. |
Description | |
| 99.1 | Promissory Note, Dated January 11, 2022, by and between the Company and IAT Insurance Group, Inc. | |
| 99.2 | Promissory Note, Dated January 11, 2022, by and between the Company and IsZo Capital LP | |
| 99.3 | Press release, dated January 11, 2022, issued by the Company | |
| 99.4 | Press release, dated January 11, 2022, issued by the Company (Chinese translation) | |
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: January 12, 2022
| NAM TAI PROPERTY INC. | ||
| By: | /s/ Steven Parker | |
| Name: | Steven Parker | |
| Title: | Interim Chief Financial Officer and Authorized Signatory | |
Exhibit 99.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT DAVID G. PIRRUNG AT 702 OBERLIN ROAD, RALEIGH, NORTH CAROLINA 27605.
PROMISSORY NOTE (the “Note”)
| $15,000,000.00 | January 11, 2022 |
NAM TAI PROPERTY INC., a business company organized under the laws of the British Virgin Islands (the “Company”), for value received, hereby promises to pay to IAT INSURANCE GROUP, INC. (the “Holder”), or its registered assigns, the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000.00) or, if less, all such sums as may have been advanced and be outstanding hereunder, together with interest on the unpaid principal balance as set forth below, in lawful money of the United States of America and in immediately available funds, on or prior to the Maturity Date (as defined below) as set forth herein.
| 1. | Term Loan Commitment. |
1.1 The Loan.
(a) This Note evidences the loans (including the Initial Loan) made to the Company by the Holder (the “Loans”) on and after January 11, 2022 (the “Closing Date”) in an initial aggregate principal amount not to exceed US $15,000,000.00 (the “Commitment”), as such amount may be increased, in each case, in accordance with the terms hereof. Provided, that, at the Company’s written request, the Holder may (in its sole discretion) agree in writing to increase the Commitment by an aggregate amount not to exceed an incremental $10,000,000.00. The outstanding principal balance of this Note at any time shall be the amount of the Loans advanced less the amount of payments or prepayments of principal made on this Note by or for the account of the Company, as may be further adjusted in accordance with the terms of this Note, including pursuant to Section 2.2 hereof (the “Adjusted Principal Balance”).
(b) On the Closing Date, the Holder shall make an initial Loan to the Company in an amount equal to $3,750,000.00 (the “Initial Loan”).
1.2 Borrowing Mechanics. To request any Loans be funded under this Note, the Company shall deliver to the Holder by hand delivery, telecopy, or electronic mail a duly completed and executed borrowing request (a “Borrowing Request”) not later than 5:00 p.m., New York City, New York time (or such later time as approved by the Holder), two (2) business days prior to the date of the proposed funding of a Loan. Each such Borrowing Request will be irrevocable and must specify the following information:
(a) the amount of the requested Loans to be made pursuant to this Note, which in the aggregate together with the Initial Loan may not exceed the Commitment;
(b) the date of the proposed funding under this Note, which must be a business day that is on or prior to the Maturity Date;
(c) the location and number of the Company’s account to which funds are to be disbursed; and
(d) a certification of the Company that no Event of Default exists as of such date.
On the date specified for each Loan, subject to the terms and conditions of this Note, Holder shall make such advances available to the Company by depositing the same, in immediately available funds, in an account designated by the Company, or by such other means as is acceptable to Holder and Company. The Holder is hereby authorized to record on Annex A the dates and amounts of Advances, the repayments of Loans, and the aggregate amount of Loans then outstanding, and such recordations shall constitute prima facie evidence of the accuracy of the information recorded in the absence of manifest error. Notwithstanding the foregoing requirements, simultaneous with the effectiveness of this Note, the Lender shall be deemed to have made a Loan to the Borrower in a principal amount equal to $3,750,000.00.
| 2. | Terms of this Note. |
2.1 Principal. The Adjusted Principal Balance shall be due and payable in immediately available funds in its entirety on or prior to the earliest of (i) January 11, 2024, or (ii) the date that the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise (such earliest date, the “Maturity Date”), at which time this Note shall terminate (if it has not previously terminated in accordance with the terms hereof) and the Holder shall have no further obligations to make Loans hereunder. Amounts borrowed and repaid under this Note may not be reborrowed hereunder. The Adjusted Principal Balance may at times exceed the Commitment.
2.2 Interest. Interest shall accrue daily on the Adjusted Principal Balance at a rate per annum equal to ten percent (10%) (computed on the basis of the actual number of days elapsed over a year of 365 days calculated from and including the Closing Date). Any accrued and unpaid interest on the Adjusted Principal Balance shall be capitalized (i) on the last business day of each fiscal quarter (commencing March 31, 2022) and (ii) on the Maturity Date, and, once capitalized, shall thereafter be deemed principal and added to the Adjusted Principal Balance. Any such interest so capitalized and added to the Adjusted Principal Balance shall be deemed to constitute the payment of such interest amounts for all purposes hereunder.
2.3 Original Issue Discount. The Company and the Holder agree that, each Loan made hereunder shall be funded by the Holder net of a discount of two percent (2%) of the principal amount of such Loan made pursuant to this Note. Such discount shall be treated as original issue discount for U.S. federal income tax purposes.
2.4 Payments.
(a) All payments on or in respect of this Note will be made in such coin and currency of the United States as at the time of payment is legal tender for the payment of public and private debts, by wire transfer of immediately available funds in such manner and at such other place as the Holder shall have designated to the Company in writing pursuant to the provisions of this Note.
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(b) All payments on or in respect of this Note shall be free and clear of, and without deduction or withholding for, any taxes; provided that if the Company shall be required to deduct or withhold any taxes (other than (A) taxes based on or measured by the net income (however, denominated), franchise taxes or branch profits taxes imposed by the jurisdiction under the laws of which the Holder is organized or in which its principal office is located, (B) taxes attributable to the Holder’s failure to deliver to the Company, at any time reasonably requested by the Company, any tax documentation that it is legally entitled to provide to establish an exemption or reduction from any such deduction or withholding and (C) any taxes attributable to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Note (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement)from such payments, then (i) any payments hereunder shall be increased as necessary so that after making all required deductions, the Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.
2.5 Prepayments and Prepayment Premium. The Adjusted Principal Balance of the Loans may be repaid or prepaid by the Company at any time; provided that, any such repayment or prepayment of the Loans (including on the Maturity Date), regardless of the date a Loan was made, shall be accompanied by an additional payment in cash equal to (i) if such repayment or prepayment occurs on or prior to July 11, 2022, 0% of the principal amount repaid or prepaid, (ii) if such repayment or prepayment occurs following July 11 2022 but on or prior to October 11 2022, 1.5% of the principal amount repaid or prepaid, (iii) if such repayment or prepayment occurs following October 11 2022 but on or prior to January 11 2023, 3.0% of the principal amount repaid or prepaid, (iv) if such repayment or prepayment occurs following January 11 2023 but on or prior to July 11 2023, 4.5% of the principal amount repaid or prepaid, and (v) if such repayment or prepayment occurs following July 11 2023 but on or prior to the Maturity Date, 6% of the principal amount repaid or prepaid.
2.6 Use of Proceeds. The Company will not permit the proceeds of this Note to be used for any purpose other than (i) to finance the payment of fees, commissions and expenses incurred in connection with the extensions of credit under this Note and (ii) for working capital needs and other general corporate purposes of the Company and its subsidiaries.
2.7 Waivers. The Company waives diligence, presentment, demand, protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and notice of every kind whatsoever. The failure of the Holder to exercise any of its rights under this Note in any particular instance will not constitute a waiver of the same or of any other right in that or any subsequent instance.
| 3. | Events of Default and Remedies. |
3.1 Events of Default. An “Event of Default” will exist if any of the following occurs and is continuing:
(a) the Company shall fail to make any payment of principal on this Note, or on any other payment obligation of any nature pursuant to this Note, when and as such principal or other payment obligation becomes due and payable, in each case whether by acceleration, demand or otherwise;
(b) the Company shall fail to perform or comply with any term or condition contained in Section 2.6;
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(c) the Company shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any action to authorize any of the foregoing or any action referenced in this Section 3.1(c); or
(d) an involuntary proceeding shall be commenced by any party against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days.
3.2 Remedies.
(a) If an Event of Default has occurred and is continuing, the Holder will have the right to (i) declare the unpaid principal amount or premium on the Loans to be immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company; and (ii) take all other actions permitted under applicable law, including, for the avoidance of doubt, all rights of the Holder as an unsecured creditor, including the right to bring a claim or lawsuit against the Company with respect to amounts due and owing to the Holder under this Note, obtain a monetary judgment against the Company with respect to such amounts, and execute any such judgment against the assets and properties of the Company and its subsidiaries, in each case, in accordance with applicable law.
(b) No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.
(c) The rights, powers and remedies given to the Holder hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.
| 4. | Miscellaneous. |
4.1 Fees and Expenses. The Company agrees to pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Holder (including reasonable counsel fees and expenses (but limited to one outside counsel plus one local counsel in each applicable jurisdiction, as necessary), if any, in connection with any enforcement or protection of any rights and remedies under this Note (whether through negotiations, legal proceedings or otherwise).
4.2 Amendments and Waivers. This Note may be amended, and the observance of any term of this Note may be waived or consented to, with and only with the written consent of the Company and the Holder.
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4.3 Waiver. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this Note will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver of any provision of this Note shall be made pursuant to the provisions of Section 4.2.
4.4 Entire Agreement. This Note constitutes the entire final agreement and understanding between the parties pertaining to the subject matter of this document and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the parties. There are no other warranties, representations or other agreements between the parties in connection with the subject matter and there are no unwritten oral agreements between the parties.
4.5 Assignment. This Note will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Note nor any of the rights, interests or obligations under this Note may be assigned by the Company or the Holder without the prior written consent of the other party.
4.6 Registration. The Holder, acting as agent for the Company, shall maintain a register in which it shall record the name and address of the Holder and each transferee, and the percentage or portion of the rights assigned to such transferee and principal amounts (and stated interest) of the Note owing to, the Holder and each transferee (the “Register”), and no transfer shall be valid unless so registered in the Register. The entries in the Register shall be conclusive absent manifest error, and the Company and the Holder shall treat each person whose name is recorded in the Register pursuant to the terms hereof as the Holder for all purposes of this Note. The Register shall be available for inspection by the Company at any reasonable time and from time to time upon reasonable prior notice.
4.7 Governing Law. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED AND THE RIGHTS OF THE PARTIES GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
4.8 Jurisdiction, Consent to Service of Process, Waiver of Jury Trial.
(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(b) EACH PARTY HERETO HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE HOLDER OR OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4.8.
[Remainder of this page intentionally left blank]
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| COMPANY: | ||||
| NAM TAI PROPERTY INC. | ||||
| By: |
/s/ Steven Parker | |||
| Name: |
Steven Parker | |||
| Title: |
Chief Financial Officer | |||
Signature Page to Promissory Note
| HOLDER: | ||
| IAT INSURANCE GROUP, INC., a North Carolina Corporation | ||
| By: | /s/ David Pirrung | |
| Name: | David G. Pirrung | |
| Title: | Chief Financial Officer | |
Signature Page to Promissory Note
ANNEX A
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST
| DATE OF LOAN/ PAYMENT OF PRINCIPAL |
AMOUNT OF LOAN/ (PAYMENT OF PRINCIPAL) |
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST |
NAME OF PERSON MAKING NOTATION |
|||||||||
| January 11 2022 |
N/A | $ | 3,750,000.00 | N/A | ||||||||
Exhibit 99.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. FOR INFORMATION REGARDING THE ISSUE PRICE, THE TOTAL AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THE NOTE, PLEASE CONTACT BRIAN L. SHEEHY AT 590 MADISON AVENUE, 21ST FLOOR, NEW YORK, NEW YORK 10022.
PROMISSORY NOTE (the “Note”)
| $5,000,000.00 | January 11, 2022 |
NAM TAI PROPERTY INC., a business company organized under the laws of the British Virgin Islands (the “Company”), for value received, hereby promises to pay to ISZO CAPITAL LP (the “Holder”), or its registered assigns, the principal sum of FIVE MILLION DOLLARS ($5,000,000.00) or, if less, all such sums as may have been advanced and be outstanding hereunder, together with interest on the unpaid principal balance as set forth below, in lawful money of the United States of America and in immediately available funds, on or prior to the Maturity Date (as defined below) as set forth herein.
| 1. | Term Loan Commitment. |
1.1 The Loan.
(a) This Note evidences the loans (including the Initial Loan) made to the Company by the Holder (the “Loans”) on and after January 11, 2022 (the “Closing Date”) in an initial aggregate principal amount not to exceed US $5,000,000.00 (the “Commitment”), as such amount may be increased, in each case, in accordance with the terms hereof. Provided, that, at the Company’s written request, the Holder may (in its sole discretion) agree in writing to increase the Commitment by an aggregate amount not to exceed an incremental $10,000,000.00. The outstanding principal balance of this Note at any time shall be the amount of the Loans advanced less the amount of payments or prepayments of principal made on this Note by or for the account of the Company, as may be further adjusted in accordance with the terms of this Note, including pursuant to Section 2.2 hereof (the “Adjusted Principal Balance”).
(b) On the Closing Date, the Holder shall make an initial Loan to the Company in an amount equal to $1,250,000.00 (the “Initial Loan”).
1.2 Borrowing Mechanics. To request any Loans be funded under this Note, the Company shall deliver to the Holder by hand delivery, telecopy, or electronic mail a duly completed and executed borrowing request (a “Borrowing Request”) not later than 5:00 p.m., New York City, New York time (or such later time as approved by the Holder), two (2) business days prior to the date of the proposed funding of a Loan. Each such Borrowing Request will be irrevocable and must specify the following information:
(a) the amount of the requested Loans to be made pursuant to this Note, which in the aggregate together with the Initial Loan may not exceed the Commitment;
(b) the date of the proposed funding under this Note, which must be a business day that is on or prior to the Maturity Date;
(c) the location and number of the Company’s account to which funds are to be disbursed; and
(d) a certification of the Company that no Event of Default exists as of such date.
On the date specified for each Loan, subject to the terms and conditions of this Note, Holder shall make such advances available to the Company by depositing the same, in immediately available funds, in an account designated by the Company, or by such other means as is acceptable to Holder and Company. The Holder is hereby authorized to record on Annex A the dates and amounts of Advances, the repayments of Loans, and the aggregate amount of Loans then outstanding, and such recordations shall constitute prima facie evidence of the accuracy of the information recorded in the absence of manifest error. Notwithstanding the foregoing requirements, simultaneous with the effectiveness of this Note, the Lender shall be deemed to have made a Loan to the Borrower in a principal amount equal to $1,250,000.00.
| 2. | Terms of this Note. |
2.1 Principal. The Adjusted Principal Balance shall be due and payable in immediately available funds in its entirety on or prior to the earliest of (i) January 11, 2024, or (ii) the date that the Loans shall become due and payable in full hereunder, whether by acceleration or otherwise (such earliest date, the “Maturity Date”), at which time this Note shall terminate (if it has not previously terminated in accordance with the terms hereof) and the Holder shall have no further obligations to make Loans hereunder. Amounts borrowed and repaid under this Note may not be reborrowed hereunder. The Adjusted Principal Balance may at times exceed the Commitment.
2.2 Interest. Interest shall accrue daily on the Adjusted Principal Balance at a rate per annum equal to ten percent (10%) (computed on the basis of the actual number of days elapsed over a year of 365 days calculated from and including the Closing Date). Any accrued and unpaid interest on the Adjusted Principal Balance shall be capitalized (i) on the last business day of each fiscal quarter (commencing March 31, 2022) and (ii) on the Maturity Date, and, once capitalized, shall thereafter be deemed principal and added to the Adjusted Principal Balance. Any such interest so capitalized and added to the Adjusted Principal Balance shall be deemed to constitute the payment of such interest amounts for all purposes hereunder.
2.3 Original Issue Discount. The Company and the Holder agree that, each Loan made hereunder shall be funded by the Holder net of a discount of two percent (2%) of the principal amount of such Loan made pursuant to this Note. Such discount shall be treated as original issue discount for U.S. federal income tax purposes.
2.4 Payments.
(a) All payments on or in respect of this Note will be made in such coin and currency of the United States as at the time of payment is legal tender for the payment of public and private debts, by wire transfer of immediately available funds in such manner and at such other place as the Holder shall have designated to the Company in writing pursuant to the provisions of this Note.
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(b) All payments on or in respect of this Note shall be free and clear of, and without deduction or withholding for, any taxes; provided that if the Company shall be required to deduct or withhold any taxes (other than (A) taxes based on or measured by the net income (however, denominated), franchise taxes or branch profits taxes imposed by the jurisdiction under the laws of which the Holder is organized or in which its principal office is located, (B) taxes attributable to the Holder’s failure to deliver to the Company, at any time reasonably requested by the Company, any tax documentation that it is legally entitled to provide to establish an exemption or reduction from any such deduction or withholding and (C) any taxes attributable to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Note (or any amended or successor version of such sections that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement)from such payments, then (i) any payments hereunder shall be increased as necessary so that after making all required deductions, the Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions and (iii) the Company shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law.
2.5 Prepayments and Prepayment Premium. The Adjusted Principal Balance of the Loans may be repaid or prepaid by the Company at any time; provided that, any such repayment or prepayment of the Loans (including on the Maturity Date), regardless of the date a Loan was made, shall be accompanied by an additional payment in cash equal to (i) if such repayment or prepayment occurs on or prior to July 11, 2022, 0% of the principal amount repaid or prepaid, (ii) if such repayment or prepayment occurs following July 11, 2022 but on or prior to October 11, 2022, 1.5% of the principal amount repaid or prepaid, (iii) if such repayment or prepayment occurs following October 11, 2022 but on or prior to January 11, 2023, 3.0% of the principal amount repaid or prepaid, (iv) if such repayment or prepayment occurs following January 11, 2023 but on or prior to July 11, 2023, 4.5% of the principal amount repaid or prepaid, and (v) if such repayment or prepayment occurs following July 11, 2023 but on or prior to the Maturity Date, 6% of the principal amount repaid or prepaid.
2.6 Use of Proceeds. The Company will not permit the proceeds of this Note to be used for any purpose other than (i) to finance the payment of fees, commissions and expenses incurred in connection with the extensions of credit under this Note and (ii) for working capital needs and other general corporate purposes of the Company and its subsidiaries.
2.7 Waivers. The Company waives diligence, presentment, demand, protest, notice of intent to accelerate the maturity hereof, notice of acceleration of the maturity hereof, and notice of every kind whatsoever. The failure of the Holder to exercise any of its rights under this Note in any particular instance will not constitute a waiver of the same or of any other right in that or any subsequent instance.
| 3. | Events of Default and Remedies. |
3.1 Events of Default. An “Event of Default” will exist if any of the following occurs and is continuing:
(a) the Company shall fail to make any payment of principal on this Note, or on any other payment obligation of any nature pursuant to this Note, when and as such principal or other payment obligation becomes due and payable, in each case whether by acceleration, demand or otherwise;
(b) the Company shall fail to perform or comply with any term or condition contained in Section 2.6;
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(c) the Company shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any action to authorize any of the foregoing or any action referenced in this Section 3.1(c); or
(d) an involuntary proceeding shall be commenced by any party against the Company seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property and such involuntary proceeding shall remain undismissed and unstayed for a period of sixty (60) calendar days.
3.2 Remedies.
(a) If an Event of Default has occurred and is continuing, the Holder will have the right to (i) declare the unpaid principal amount or premium on the Loans to be immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company; and (ii) take all other actions permitted under applicable law, including, for the avoidance of doubt, all rights of the Holder as an unsecured creditor, including the right to bring a claim or lawsuit against the Company with respect to amounts due and owing to the Holder under this Note, obtain a monetary judgment against the Company with respect to such amounts, and execute any such judgment against the assets and properties of the Company and its subsidiaries, in each case, in accordance with applicable law.
(b) No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.
(c) The rights, powers and remedies given to the Holder hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.
| 4. | Miscellaneous. |
4.1 Fees and Expenses. The Company agrees to pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Holder (including reasonable counsel fees and expenses (but limited to one outside counsel plus one local counsel in each applicable jurisdiction, as necessary), if any, in connection with any enforcement or protection of any rights and remedies under this Note (whether through negotiations, legal proceedings or otherwise).
4.2 Amendments and Waivers. This Note may be amended, and the observance of any term of this Note may be waived or consented to, with and only with the written consent of the Company and the Holder.
4
4.3 Waiver. Any waiver or failure to insist upon strict compliance with any obligation, covenant, agreement or condition of this Note will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Any waiver of any provision of this Note shall be made pursuant to the provisions of Section 4.2.
4.4 Entire Agreement. This Note constitutes the entire final agreement and understanding between the parties pertaining to the subject matter of this document and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreement of the parties. There are no other warranties, representations or other agreements between the parties in connection with the subject matter and there are no unwritten oral agreements between the parties.
4.5 Assignment. This Note will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Note nor any of the rights, interests or obligations under this Note may be assigned by the Company or the Holder without the prior written consent of the other party.
4.6 Registration. The Holder, acting as agent for the Company, shall maintain a register in which it shall record the name and address of the Holder and each transferee, and the percentage or portion of the rights assigned to such transferee and principal amounts (and stated interest) of the Note owing to, the Holder and each transferee (the “Register”), and no transfer shall be valid unless so registered in the Register. The entries in the Register shall be conclusive absent manifest error, and the Company and the Holder shall treat each person whose name is recorded in the Register pursuant to the terms hereof as the Holder for all purposes of this Note. The Register shall be available for inspection by the Company at any reasonable time and from time to time upon reasonable prior notice.
4.7 Governing Law. THIS NOTE SHALL BE CONSTRUED AND INTERPRETED AND THE RIGHTS OF THE PARTIES GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
4.8 Jurisdiction, Consent to Service of Process, Waiver of Jury Trial.
(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(b) EACH PARTY HERETO HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OF THE HOLDER OR OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 4.8.
[Remainder of this page intentionally left blank]
5
| COMPANY: | ||
| NAM TAI PROPERTY INC. | ||
| By: | /s/ Steven Parker | |
| Name: | Steven Parker | |
| Title: | Chief Financial Officer | |
Signature Page to Promissory Note
| HOLDER: | ||
| ISZO CAPITAL LP, a Delaware limited partnership | ||
| By: | /s/ Brian L. Sheehy | |
| Name: | Brian L. Sheehy | |
| Title: | President | |
Signature Page to Promissory Note
ANNEX A
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST
| DATE OF LOAN/ PAYMENT OF PRINCIPAL |
AMOUNT OF LOAN/ (PAYMENT OF PRINCIPAL) |
OUTSTANDING PRINCIPAL AND ACCRUED INTEREST |
NAME OF PERSON MAKING NOTATION |
|||||||||
| January 11, 2022 |
N/A | $ | 1,250,000.00 | N/A | ||||||||
Exhibit 99.3
Nam Tai Property Provides Update on Local Affairs and Efforts to Preserve Social Stability
Announces Agreements with IAT Insurance Group and IsZo Capital Management, who are Funding an Unsecured Debt Facility to Provide the Company Immediate Capital and Liquidity Without Equity Dilution
Contends Kaisa Group, Which has Disclosed Defaulting on its own Corporate Obligations, is Placing Nam Tai’s Stakeholders at Risk and Undermining Stability in Local Communities
Reiterates Kaisa Group Ally Jiabiao Wang was Terminated as CEO and Replaced as Legal Representative in December 2021, Meaning his Ongoing Interference in Nam Tai’s Affairs is Unauthorized and Unlawful
SHENZHEN, China—(BUSINESS WIRE)—The Board of Directors of Nam Tai Property Inc. (NYSE: NTP) today provided a series of corporate updates via the below open letter to shareholders.
***
Dear Shareholders,
We want to update you on our path to securing total on-shore control of Nam Tai Property Inc. (“Nam Tai” or the “Company”) and its assets. In recent weeks, Jiabiao Wang, whom we believe to be a longtime ally of Kaisa Group Holdings Limited (collectively with its affiliates, “Kaisa Group”) and whom the reconstituted Board of Directors (the “Board”) has terminated from any role at Nam Tai, has obstructed an orderly handover of business assets in mainland China. The Board has responded by actively engaging with local government officials to address Mr. Wang and Kaisa Group’s apparent interference and uphold social stability. It is clear to us that Mr. Wang and Kaisa Group’s attempts to delay the transfer of assets represent an unwelcomed development for local stakeholders. Fortunately, we have the resources to attain control and place Nam Tai on what we believe will be a road to long-term value creation for the Company’s shareholders, development partners and valued employees in Shenzhen, Dongguan, Wuxi, Shanghai and other cities.
With this context in mind, here is an overview of where we have been, where we are now and where we are going.
Where We Have Been
At the special meeting of shareholders (the “Special Meeting”) on November 30, 2021, approximately 95% of shareholders unaffiliated with Kaisa Group voted to approve the resolutions proposed by IsZo Capital Management LP (“IsZo”). Specifically, shareholders voted to remove four incumbent directors affiliated with Kaisa Group and to elect all six independent director candidates nominated by IsZo. We believe the results of the Special Meeting indicated that a substantial majority of the Company’s shareholders wanted to expel directors and officers with ties to Kaisa Group, including individuals who were deemed by the Eastern Caribbean Supreme Court to have acted for an improper purpose when initiating a now-voided $170 million private placement that involved Kaisa Group’s Greater Sail Limited.
Our new Board held its first meeting on December 1, 2021, and took a number of steps last month, including:
| • | Appointing Chunhua Yu to replace Jiabiao Wang as the legal representative of the Company’s China subsidiaries; |
| • | Removing existing officers and authorized signatories affiliated with Kaisa Group, and Mr. Wang from his role as chief executive officer; |
| • | Appointing a new interim chief executive and a new interim chief financial officer; |
| • | Retaining highly-qualified local and global advisors; |
| • | Adopting a shareholder rights plan to protect against hostile investors acquiring control or control-like stakes without negotiating with the Board, and; |
| • | Postponing the Special Meeting purportedly requisitioned by Kasia Group’s affiliate Greater Sail Limited. The Company has been assessing the validity of the requisition after being informed that Deutsche Bank AG foreclosed on the nearly 24% equity position in the Company previously held by Kasia Group’s affiliate Greater Sail Limited. |
Of note, there have been recent public filings and media reports pertaining to Kaisa Group defaulting on debt and failing to meet its other business obligations, leading us to prepare for the firm resorting to additional desperate and disruptive tactics at Nam Tai.
Where We Are Now
In direct contravention of the elected Board’s decisions and in what appears to be a flagrant violation of the law, Mr. Wang – evidently a long-time ally of Kaisa Group – is refusing to acknowledge his formal termination and facilitate an orderly handover of the on-shore business despite multiple visits and demands by the Board’s recently-appointed legal representative and the new management of the Company. Mr. Wang is currently preventing the new Board from accessing the Company’s and its subsidiaries’ business licenses, corporate seals (also known as chops) and several bank accounts. We believe Mr. Wang and Kaisa Group are also responsible for the following:
| • | Issuing false and misleading communications to local stakeholders in China via the Company’s website and other channels; |
| • | Preventing the Board from communicating with the Company’s valued employees in China; |
| • | Refusing to provide access to the Company’s books and records and systems, |
| • | Purportedly engaging – without authorization – a Chinese law firm on behalf of the Company to assist with their efforts in obstructing the Board’s newly-appointed legal representative and management from accessing the Company, and; |
| • | Threatening – without any basis – legal action against the Board’s recently-appointed legal representative for trying to fulfill the Board’s assignments and instructions. |
While we suspect Mr. Wang is authorizing unsanctioned compensation for himself and spending corporate funds on outside lawyers, he has no real authority to represent the Company, allocate its funds or commit to any kind of transaction with vendors and third parties. Any attempts by Mr. Wang to dispose of or transfer corporate assets are unauthorized and will not be recognized by the elected Board. The Board and its appointees have already notified third parties with whom Mr. Wang has interacted that any commitments by Mr. Wang are unauthorized and will not be honored, and the Board has publicized the fact that Mr. Wang has been terminated and therefore has no authority to act on behalf of any Nam Tai entity. Entities interacting with Mr. Wang have been put on notice that they may not rely on any of his representations or commitments. Any third party induced by Mr. Wang and his allies to deal with the Company after December 1, 2021 is encouraged to contact the Board so as to ensure that their legitimate interests are protected.
We are now engaging with China’s Administration for Industry and Commerce and other local government authorities to receive local recognition for the Board’s designated legal representative and obtain the Company’s chop to facilitate a speedy transition. We have also reported Mr. Wang’s illegal activities to the Shenzhen Municipal Public Security Bureau, Gong Le Police Substation. To support this process, we are working with the law firms of Global Law Firm (also known as GLO), JunHe LLP and Quinn Emanuel Urquhart & Sullivan LLP. Our legal advisors are helping us satisfy the necessary requirements to promptly rectify this situation. They are also assisting Nam Tai to claw back any assets or funds improperly distributed by Mr. Wang and any other Kaisa Group allies.
Where We Are Going
Based on the steps we have taken and our plan, we believe we are on the path to obtaining complete on-shore control. Our timeline could be accelerated if Mr. Wang, with the local government authorities’ intervention, decides to cooperate with us and stops undermining stability in the business and local community.
Despite attempts to deprive our new Board of access to capital, the Company has entered into an agreement with two sizable and long-term shareholders, IAT Insurance Group, Inc. (“IAT”) and IsZo, to establish a $20 million debt facility. This took place after a process was run to secure affordable and shareholder-friendly terms for the Company from a diverse group of potential capital providers. The facility, which is unsecured and includes competitive rates without equity dilution, can be upsized to $40 million. Proceeds will be used for ongoing working capital and other expenses.
In connection with the debt facility agreement, the Board has agreed to amend the Company’s shareholder rights plan to allow each of IAT and IsZo to acquire up to 24.9% of the Company’s outstanding shares without violating the plan. However, IAT and IsZo have agreed to vote any shareholdings above the 19.9% threshold in line with Institutional Shareholder Services, Inc.’s recommendations on uncontested proposals. We appreciate the support shown by IAT and IsZo in providing this unsecured debt facility and continuing to invest in Nam Tai’s future.
Once we obtain control of the chop and all of our bank accounts, we plan to pivot to hiring more local executives, building stronger relationships with suppliers and vendors, and realizing the intrinsic value of the Company’s assets. We are working towards obtaining access to various accounts in the near-term, including a Hong Kong bank account with more than $80 million that we may have access to in the next several weeks. Looking ahead, we intend to explore aggressive legal actions against parties who have harmed Nam Tai and put its stakeholders at risk. We intend to leverage our advisory team, which includes some of the world’s top litigators, to hold parties accountable across all jurisdictions.
Thank you for your support. Please reach out to our investor relations team at NTP@longacresquare.com if you have questions.
Sincerely,
The Nam Tai Board of Directors
***
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
gmarose@longacresquare.com / aareopagita@longacresquare.com
###
Exhibit 99.4
南太地产报告关于当地事务和为维护社会稳定所作努力的最新进展
宣布与 IAT Insurance Group和IsZo Capital Management 达成协议，后者正在为公司提供无担保债务融资资金，在不稀释股权的情况下为公司提供即时资金和增强流动性
认为已披露违约事项的佳兆业集团正给南太利益相关方和当地社区稳定带来风险
重申佳兆业集团的盟友王家标已于 2021年12月被免去首席执行官和法定代表人职务，其对南太事务的持续干预是未经授权和非法的
中国深圳——（商业资讯）——南太地产股份有限公司（纽约证券交易所代码： NTP）董事会今日通过下述致股东的公开信提供了一系列公司最新信息。
***
尊敬的股东，
我们希望向您介绍我们对南太地产股份有限公司（“ 南太”或“公司”）及其资产进行全面境内控制方面的最新情况。最近几周，已被重组后的董事会（ “董事会”）罢免其在南太所有职位的王家标先生，一直在阻挠中国境内南太商业资产的有序移交。据我们了解，王家标先生系佳兆业集团控股有限公司（与其关联公司合称为“ 佳兆业集团”）长期盟友。董事会正积极与当地政府官员接洽，以应对王家标先生和佳兆业集团的明显阻挠并维护社会稳定。我们明显地看到，王家标先生和佳兆业集团企图迟延移交资产的行为对于当地利益相关者而言是一个不受欢迎的发展。幸运的是，我们拥有资源以获得控制权，并将南太置于我们认为的会为公司的股东和在深圳、东莞、无锡、上海和其他城市的发展合作伙伴和公司珍视的员工创造长期价值的道路上。
考虑到这一背景，以下是对我们过去、现在和未来的概述。
过去
在2021年11月30 日举行的特别股东大会（“特别大会”）上，约95% 的与佳兆业集团无关联的股东投票批准了 IsZo Capital Management LP（“IsZo”）提出的决议。具体而言，股东投票罢免了四名与佳兆业集团有关联的现任董事，并选举了 IsZo提名的六名独立董事候选人。我们相信，特别大会的结果表明公司绝大多数股东希望罢免与佳兆业集团有关联的董事和人员，包括被东加勒比最高法院认为出于不正当目的而启动现已作废的涉及佳兆业集团的顺帆有限公司的 1.7亿美元私募融资的个人。
我们的新董事会于2021年12月 1日举行了第一次会议，并在上个月采取了多项措施，包括：
| • |
任命郁春华先生接替王家标先生担任公司各中国子公司的法定代表人； |
| • |
罢免与佳兆业集团有关联的现有管理人员和授权签字人，免去王家标先生首席执行官职务； |
| • |
任命一位新的临时首席执行官和一位新的临时首席财务官； |
| • |
委任高素质的当地和全球顾问； |
| • |
通过一项股东权利计划，防止恶意投资者在未与董事会协商的情况下获得控制权或类似控制权的股份；以及 |
| • |
推迟据称由佳兆业集团的关联公司顺帆有限公司提议的特别会议。在获悉德意志银行已取消佳兆业集团的关联公司顺帆有限公司此前持有的公司近 24%的股权回赎权后，本公司一直在评估该提议的有效性。 |
值得注意的是，最近有公开信息和媒体报道称，佳兆业集团债务违约且未能履行其他商业义务，因此，我们会准备好应对其对南太进一步采取破坏性更为严重的手段。
现状
王家标先生明显系佳兆业集团的长期盟友，其不顾董事会近期任命的法定代表人和公司新管理层多次到访公司向其提出接管要求，始终拒绝承认自己已被罢免，也拒绝配合有序移交公司中国业务，其行为不仅直接违背新任董事会的决定，还涉嫌公然违反法律。王家标先生目前正在阻止新任董事会获取公司及其子公司的营业执照、公司印章（也称为 “公章”）和多个银行账户。我们认为，王家标先生和佳兆业集团还主导了以下行为：
| • |
通过公司网站和其他渠道向中国当地利益相关方发布虚假和误导性信息； |
| • |
阻止董事会与公司在中国的宝贵的员工进行沟通； |
| • |
拒绝提供公司账簿、记录和系统的访问权限； |
| • |
未经授权，宣称聘请某中国律师事务所代表公司，协助其阻挠董事会新任命法定代表人和管理层进入公司；以及 |
| • |
在没有任何依据的情况下，威胁要对董事会近期任命的、正努力执行董事会任务和指示的法定代表人采取法律行动。 |
我们怀疑王家标先生在授权给自己发放未经批准的报酬，并将公司资金用于外部律师，但事实上他已无权代表公司、分配资金或承诺与供应商和第三方进行任何形式的交易。王家标先生任何处置或转移公司财产的行为，都是未经授权的，且不会得到新任董事会的认可。董事会及其任命的人员已通知与王家标先生有商业往来的第三方，王家标先生的任何承诺均未经授权且不会被兑现，且董事会已公布王家标先生被公司免除职务的事实，因此其没有权力代表任何南太公司行事。与王家标先生有商业往来的相关公司均已被告知，他们不得依赖他的任何陈述或承诺。对于任何在 2021年12月1日之后受王家标先生及其盟友诱导而与公司进行交易的第三方，我们鼓励其与董事会进行联系，以确保其合法权益受到保护。
我们正与中国市场监督管理局和其他地方政府部门沟通，以取得当地政府对董事会任命的法定代表人的认可，和取得公章以推动尽快完成接管。我们也已向深圳市公安局共乐派出所举报了王家标先生的违法行为。为了支持这一进程，我们正在与环球律师事务所、君合律师事务所和昆鹰律师事务所合作。我们的法律顾问团队正在协助我们完成必要手续，以尽快纠正目前的状况。他们还正在协助南太追回王家标先生和其他佳兆业集团盟友不当处置的任何资产或资金。
未来
基于我们已经采取的措施和我们的计划，我们相信我们正在取得境内完全控制权的道路上。如果在当地政府的介入协调下，王家标先生决定与我们合作，并停止破坏业务和当地社区的稳定，我们的接管进度将可能随之加快。
尽管有人试图剥夺我们新董事会获得资金的途径，公司已与两个有实力的长期股东 IAT保险集团（“IAT ”）和IsZo达成了2,000万美元债务融资的协议。在实施了确保公司从不同的潜在资金提供者中获得可以负担且对股东友好的合同条款的流程之后，上述融资得以运行。该项债务融资是无担保的，包括有竞争力的利率，且没有股权稀释，其规模可以扩大至 4,000万美元。募集到的资金将被用于持续的运营资金和其他开支。
就债务融资协议而言，董事会已同意修订公司的股东权利计划，允许 IAT和 IsZo在不违反该计划的情况下分别收购不超过24.9%的公司发行在外的股份。然而， IAT和IsZo已同意就超出19.9%限额的任何持股按照机构股东服务集团对无异议提案的建议进行表决。 我们感谢IAT和IsZo在提供此项无担保债务融资和继续为南太的未来投资方面所给予的支持。
一旦我们获得对公章和所有银行账户的控制权，我们计划聘请更多的本地高管，与上下游供应商建立更牢固的关系，并实现公司资产的内在价值。我们正在努力于近期获得多个账户的权限，包括一个在未来几周内我们可能获得的价值超过 8,000万美元的香港银行账户。展望未来，我们计划针对已经损害南太的利益并使南太的利益相关者面临风险的相关方采取积极的法律行动。我们计划充分利用我们包含世界顶尖诉讼律师在内的顾问团队，在所有司法辖区追究相关方的责任。
感谢您的支持。如果您有任何问题， 请通过 NTP@longacresquare.com 联系我们的投资者关系团队。
诚挚地，
南太董事会
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
gmarose@longacresquare.com / aareopagita@longacresquare.com
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