The appeal against the Injunction Order is listed for hearing in
the week of May 9, 2022; the return date for a hearing, at
which the Company will seek discovery and the continuation of the
Injunction Order, is listed for September 20, 2022.
Separately, on December 27, 2021, GSL filed a lawsuit in the
PRC against the Company, Nam Tai Group Limited (“NTG”), Nam Tai
Investment (Shenzhen) Co Ltd (“NTI”), and Zastron Electronic
(Shenzhen) Co. Ltd. (“Zastron”), all of which are the Company’s
wholly owned subsidiaries, alleging that it owns (i) equity
held by NTG in NTI representing a USD $45 million capital
contribution, and (ii) equity held by NTI in Zastron
representing a RMB 50 million capital contribution. In
December 2021, the Shenzhen Intermediate Court froze certain of
NTG’s and NTI’s shares related to certain capital contributions as
described in the preceding sentence.
NTP was served on February 8, 2022 and filed an objection to
the court’s jurisdiction, on which the court has not yet rendered a
As previously disclosed in the Company’s Form 20-F for the year ended
December 31, 2020, on March 12, 2021, the Company
received a notice from GSL related to the Purchase Agreement for
the 2020 PIPE (as defined below), under which the Company issued
and sold 16,051,219 of its common shares to GSL for USD
$146.9 million. In this notice, GSL sought an order requiring
the Company to repay such consideration from the 2020 PIPE. The
arbitrator granted GSL an interim preservation order over certain
of the Company’s funds in connection with this arbitration. The
arbitration is ongoing.
As previously disclosed, in March 2021, the BVI Court found that a
prior private placement conducted in October 2020 (the “2020 PIPE”)
conducted by the Company was void. Related to this litigation, the
Company, under the prior management team and Board, entered into a
settlement and indemnity agreement (the “Indemnity Agreement”) with
West Ridge Investment Company Limited (“West Ridge”), a subsidiary
of Haitong International Securities Co Ltd, providing for, among
other things, the return of funds of approximately USD
$24 million representing the purchase price paid by West Ridge
in the 2020 PIPE if the 2020 PIPE was declared invalid.
On May 17, 2021, West Ridge sought return of such funds in the
BVI Court. The Company filed a defense and counterclaim on
February 25, 2022 alleging amongst other things that the prior
Board of the Company and West Ridge conspired to effect the 2020
PIPE to give Kaisa effective control of the Company. On
April 7, 2022, the BVI Court delivered a judgment in favor of
West Ridge and concluded that the terms of the Indemnity Agreement
stand to be enforced subject to any issues as to quantum. Following
this judgment, the Company has made an application for a stay to
the BVI Court, which is listed to be heard on June 8, 2022. If
the stay is denied, the Company will evaluate its options with
regards to other legal options as to the judgment and the amount.
After such evaluation, one possibility may be that the Company will
be required to pay the judgment in the near term.
Wang Jiabiao, the Company’s former Chief Executive Officer, filed a
claim in the PRC, dated February 26, 2022, challenging the
resolutions removing him from positions at the Company and its
on-shore subsidiaries (the “Wang Litigation”). Although the Company
does not believe his claims have legal merit, the lawsuit is among
Wang Jiabiao’s principal efforts in obstructing the change of
control of the Company’s on-shore subsidiaries.
China Nuclear Industry 22nd Construction Co., Ltd.
filed a claim in the PRC against NTI in the amount of approximately
RMB 211 million. The Company does not currently have any
additional details on this proceeding.
The Company and its subsidiaries are also engaged in other
litigation and arbitration proceedings during the ordinary course