郭文贵破产案 · REPLY · ECF #196

# **UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION**

| | | --------------------------------------------------------------------X | | | |--------|--------------|-----------------------------------------------------------------------|---|-------------------------| | | | | : | | | In re: | | | : | Chapter 11 | | | | | : | | | | Ho Wan Kwok, | | : | Case No. 22-50073 (JAM) | | | | | : | | | | | | : | Date: April 13, 2022 | | | | 1<br>Debtor. | : | Time: 10:00 AM (ET) | | | | | : | | | | | --------------------------------------------------------------------X | | |

## **DEBTOR'S OMNIBUS REPLY TO OBJECTIONS TO DEBTOR'S APPLICATIONS TO RETAIN VERDOLINO & LOWEY, P.C., STRETTO, INC. AND DEBTOR'S ORDINARY COURSE PROFESSIONAL MOTION**

Mr. Ho Wan Kwok, as the debtor and debtor-in-possession ("Mr. Kwok" or the "Debtor") in the above-captioned Chapter 11 case, by and through his undersigned proposed counsel, hereby submits this omnibus reply (this "Omnibus Reply") in support of the: (i) *Debtor's Application for Authorization to Retain and Employ Verdolino & Lowey, P.C. as Financial Advisor* [Dkt. No. 90] (the "V&L Application"); (ii) *Debtor's Application for Authorization to Retain and Employ Stretto as Claims and Noticing Agent* [Dkt. No. 87] (the "Stretto Application"); and (iii) *Motion of Debtor for Entry of an Order Authorizing (I) Employment and Payment of Professionals Utilized in the Ordinary Course, (II) Payment of Prepetition Claims, and (III) Granting Related Relief* [Dkt. No. 119] (the "OCP Motion;" the foregoing, collectively, the "Pleadings") and in response to the objections filed thereto by the United States Trustee for Region 2 at Dkt. Nos. 161, 162, and 163 (the "UST Objections" filed by the "U.S. Trustee"), the Official Committee of Unsecured Creditors at Dkt. Nos. 166, 174,

<span id="page-0-0"></span>¹ Although the Debtor's legal name is Ho Wan Kwok, he is also known by the following names: Guo Wengui; Miles Guo; and Miles Kwok.

and 176 (the "UCC Objections" filed by the "Committee"), Creditors Rui Ma and Weican Meng at Dkt. Nos. 173 and 175 (the "Creditor Objections" filed by the "Individual Creditors"), and Pacific Alliance Asia Opportunity Fund L.P. at Dkt. Nos. 171 and 177 (the "PAX Objections" filed by "PAX;" the foregoing collectively, the "Objections" filed by the "Objectors"). In support of this Omnibus Reply, the Debtor respectfully states as follows:

#### **REPLY**

1. As set forth in the *Declaration of Mr. Ho Wan Kwok in Support of the Chapter 11 Case and Certain Motions*, dated March 20, 2022 [Dkt. No. 107] (the "Kwok Declaration"), which is incorporated herein, the Debtor commenced this Chapter 11 case with certain objectives, specifically to: (a) create a single forum to orderly address the various competing claims asserted against him; (b) afford stakeholders an efficient opportunity to investigate the Debtor's assets, liabilities and financial affairs, given what the Debtor perceives to be a misunderstanding in that regard; (c) establish what assets are estate property and, in turn, available for distribution to the competing creditor interests; and, hopefully (d) reach consensus with creditors (including PAX) on a fair and equitable distribution of estate assets pursuant to a Chapter 11 plan. Kwok Decl. ¶ 3.

2. The relief requested in the Pleadings authorizes the Debtor to retain and employ the necessary and qualified professionals that will advise and guide the Debtor on how to pursue and accomplish these case objectives—legitimate objectives that are aligned with the fundamental goals of the Bankruptcy Code. For the reasons set forth herein, the Objections are inappropriate, premature, and must be overruled.

2

## **A. VERDOLINO & LOWEY, P.C.'S RETENTION IS NECESSARY AND BENEFICIAL TO THE ESTATE.**

3. The objecting parties do not question the qualifications of Verdolino & Lowey, P.C. ("V&L") to serve as financial advisor to the Debtor. Rather, the Objections principally contend that V&L's services are purportedly unnecessary in this case because the Debtor is not operating a business, has no cash flow, and this is not a financially complex matter. These objections fail.

4. Pursuant to Bankruptcy Code Section 327(a), the Debtor is entitled to retain professional persons, including financial advisors, to assist in the administration of the Chapter 11 case. 11 U.S.C. § 327(a). As set forth in the Kwok Declaration, the Debtor requires the assistance of an experienced, qualified financial advisor to, among other things, prepare, review, and analyze the necessary financial disclosures mandated under the Bankruptcy Code and the ongoing monthly and quarterly reporting requirements during the pendency of the Chapter 11 case. Kwok Decl. ¶ 52.

5. The services that V&L anticipates providing in this case include: (a) the preparation and review of the Debtor's schedules and statements (and any updates to the same); (b) complying with monthly reporting requirements (including coordinating with Golden Spring (New York) respecting amounts paid on the Debtor's behalf); (c) the preparation and/or review of cash flow and related budget projections; (d) coordinating on the disbursement of funds when necessary and providing accounting of all cash activity; (e) claims review and administration; (f) plan of reorganization formulation, analysis, and review; (g) the rendering of any necessary litigation support; and (h) the providing of general consulting and assistance with any other matters and tasks that may arise during the pendency of the Chapter 11 case. Id. Additionally, V&L's services would benefit the investigation to be conducted by the Examiner, and the Debtor's communications with other case professionals.

6. Indeed, V&L has already provided necessary and beneficial services to the Debtor, including assistance in preparing the Debtor's Statement of Financial Affairs [Dkt. No. 77] ("SOFA"), Summary of Assets and Liabilities [Dkt. No. 78] (the "Schedules"), and periodic reporting in this case [Dkt. No. 120]. Kwok Decl. ¶ 19.

7. In short, the Debtor's proposed retention of V&L as financial advisor is legally and factually supported, and the objecting parties do not offer any compelling justification for denying the proposed retention. To the extent that any objecting party believes services rendered to the Debtor by any estate professional were unnecessary, they can seek appropriate relief with respect to an application for allowance of fees and compensation.

8. Finally, to address concerns raised by the U.S. Trustee as to V&L's connections, attached hereto as **Exhibit A** is the case-parties list that was utilized by V&L to check for connections with the Debtor and parties in interest to this Chapter 11 case.

#### **B. STRETTO IS PROVIDING NECESSARY AND TAILORED SERVICES IN EFFICIENT MANNER.**

9. The Objectors oppose the retention and employment of Stretto, Inc. ("Stretto") as the Debtor's claims and noticing agent purportedly because: (i) this is a not a "mega" Chapter 11 case and it lacks the creditor body that would warrant such services; (ii) the estate should not incur the costs and expenses of a claims and noticing agent; (iii) practitioners and Chapter 7 trustees in this district routinely usurp the function of a claims and noticing agent; (iv) the undersigned counsel should be equipped to fill this limited role; and (vii) to the extent that plan solicitation services are required, the Stretto Application may be revisited.

10. These objections miss the mark. Stretto is providing noticing, service, and related administrative services in this case. These are necessary services, Stretto has substantial experience in these areas, and can adequately provide these services at reasonable cost to the estate. Absent Stretto's assistance, the Debtor's other advisors would be required to perform these necessary services at materially higher cost to the estate. Stretto's expertise with these matters presents cost efficiencies that are in the best interests of this estate and its creditors (including the Objectors). In addition to the cost efficiencies that will be realized by Stretto's retention in this Chapter 11 case, Stretto has established a dedicated case webpage, available at: http This webpage provides the public, the various case professionals, and creditors with an easily accessible and cost-free resource to the case docket (in contrast to the PACER docket) and permits any party in interest to file claims and review the claims register.

11. Moreover, the Debtor has filed his bar date motion [Dkt. No. 146], and anticipates soon seeking to solicit on a plan. The Debtor, this estate, and all creditors would significantly benefit from Stretto's services, experience, and cost-effectiveness with respect to these matters.

#### **C. THE OBJECTIONS TO THE ORDINARY COURSE PROFESSIONAL MOTION ARE PREMATURE.**

12. The OCP Motion is intended to reduce the unnecessary and burdensome retention requirements respecting professionals rendering services that are not core to the administration and prosecution of this Chapter 11 case—the typical basis for ordinary course professionals motions filed in other Chapter 11 cases. To the extent that the Objectors argue that the Debtor has failed to demonstrate good cause by failing to describe the scope of services to be performed, the terms of compensation, and whether such professionals hold adverse interests to the Debtor

or this Chapter 11 estate, among other requested disclosures, such arguments are entirely premature.

13. The OCP Motion is essentially a procedures motion. The proposed verified statement to be submitted by each of the eighteen (18) ordinary course professionals listed on Exhibit A to the OCP Motion will address most if not all of the Objectors' concerns. To the extent that any Objector believes that a verified statement lacks adequate information, such Objector may file a timely response in this regard pursuant to and in accordance with the relief set forth in the OCP Motion.

*[Remainder of page intentionally left blank.]*

#### **CONCLUSION**

**WHEREFORE**, the Debtor respectfully requests that the Court overrule the

Objections, grant the relief requested in the Pleadings, and grant such other and further relief to the Debtor as is just and proper.

Dated: April 10, 2022

#### **BROWN RUDNICK LLP**

By: /s/ *William R. Baldiga* BROWN RUDNICK LLP 185 Asylum Street Hartford, CT 06103 Attn: Dylan Kletter, Esq. Telephone: (860) 509-6500 Facsimile: (860) 509-6653 Email: dkletter@brownrudnick.com

-and-

Seven Times Square New York, NY 10036 Attn: William R. Baldiga, Esq. (*pro hac* pending) Attn: Bennett S. Silverberg, Esq. (*pro hac* pending) Attn: Uriel Pinelo, Esq. (*pro hac* pending) Telephone: (212) 209-4800 Facsimile: (212) 209-4801 Email: wbaldiga@brownrudnick.com bsilverberg@brownrudnick.com upinelo@brownrudnick.com

# **EXHIBIT A**

## **Debtor and Aliases**

Guo Haoyun Guo Wen Gui Guo Wengui Guo Wen-Gui Gwo Wen Gui Hao Yung Guo Haoun Guo Haoyun Guo Haoyunguo Ho Kwok Ho Wan Kwok Ho Wankwok Kwok Ho Kwok Ho Wan Miles Guo Miles Kwok Wan Gue Haoyun Wan Gui Haoyun Wen Gui Gwo Wengui Guo

## **Professionals and Related Vendors**

Aaron Mitchell Ari Casper Baker Hostetler LLP Bankruptcy Management Solutions, Inc. (trade name Stretto) Brown Rudnick LLP Clayman Rosenberg Kirshner & Linder LLP Craig R. Jalpbert Damon Parker Dr. Eric Goldsmith Forbes Hare Ganfer Shore Leeds & Zauderer LLP Guy Petrillo Harcus Parker Limited Isabelle Kirshner Janover LLC Jeffrey Gavenman John Lau John Siegal Lalive Lawall & Mitchell, LLC Mark Zauderer Martello Financial Services

# **Professionals and Related Vendors (cont.)**

Matthew Hoyle Ltd. Melissa Francis Mindy Kamen Montbrial Avocats Petrillo Klein & Boxer LLP Professor Brad Wendel Robert Nader Sa'ad Hossain Sandrine Giroud Schulman Bhattacharya, LLC Sebastian Isaac Shane Shook The Casper Firm, LLC The Francis Firm PLLC Thibault de Montbrial Una Wilkinson Verdolino & Lowey, P.C. Victor Cerda VX Cerda & Associates William Wendel

# **Debtor's Family**

Hing Chi Ngok Mei Guo Qiang Guo (a/k/a Mileson)

## **US Trustee Staff**

Erin Hogan Frank Marino Holley L. Claiborn Jennifer J. Morey John Gervais Joseph H. Flamini Kim McCabe Nicole Neely Sharon Warner Steven E. Mackey William Harrington

# **Bankruptcy Court Judges & Clerk**

Judge Ann M. Nevins Judge James J. Tancredi Judge Julie A. Manning Pietro Cicolini

#### **Taxing Authority**

Internal Revenue Service

#### **Debtor's Co-Defendants**

Beijing Pangu Investment Co. Beijing Zenith Holdings Co. Bravo Luck Ltd. Dongna Fang G Club Operations LLC Genever Holdings Corporation Genever Holdings LLC GTV Media Group, Inc. Lihong Wei Lafrenz (a/k/a Sara Wei) Rule of Law Foundation III Inc. Rule of Law Society IV, Inc. Saraca Media Group, Inc. Voice of Guo Media, Inc.

#### **Hong Kong Restraining Order Parties**

AAGC Limited Alfa Global Ventures Limited Alfonso Global Limited Allied Capital Global Limited Anton Development Limited BSA Strategic Fund I China Golden Spring Group (Hong Kong) Limited Creative Apex Investments Limited Crystal Breeze Investments Limited Elite Well Global Limited Globalist International Limited Guo Lijie Han Chunguang Hong Kong International Funds Investments Limited Infinite Increase Limited Infinitum Developments Limited Insight Phoenix Fund Leading Shine Limited Noble Fame Global Limited Qu Guojiao Rosy Acme Ventures Limited Zhang Wei

## **Unsecured Creditors & Other Parties in Interest**

Ace Decade Holdings Limited Boxun, Inc. Chao-Chih Chiu Cheng Jian Wu Jian She Chenglong Wang Chong Shen Raphanella Clark Hill PLC Dawn State Limited Eastern Profit Corporation Limited Fan Bingbing Forgepoint Capital Gao Bingchen Golden Spring (New York) Ltd. Guo Baosheng Haihong Wang Hero Grand Limited Hong Kong Interior Design and Engineering Company Hong Qi Qu Hong Zeng Huizhen Wang Jia Li Wang Jiamei Lu Jian Gong Jianhu Yi And Qiuju Jia Jiansheng Xie Jiefu Zheng Jonathan Young Jumbo Century Limited Jun Chen Aka Jonathan Ho Jun Liu June Juzhen Shi Kaixin Hong Keyi Zilkie Lamp Capital, LLC Liehong Zhuang/Xiao Yan Zhu Linda Cheng Linda He Cheung Logan Cheng f/k/a Shuiyan Cheng Mao-Fu Weng Nan Tong Si Jian New Dynamic Development Limited Ning Ye One Essex Court

# **Unsecured Creditors & Other Parties in Interest (cont.)**

Pacific Alliance Asia Opportunity Quiju Jia Rafael Vargas Real Rise Academy Rong Zhan Rui Ma Ruqin Wang Sail Victory Limited Samuel Dan Nunberg Samuel Nunberg Sherry Netherland, Inc. Shuang Wang Strategic Vision Teli Chen Thomas Ragland Transperfect UBS AG UBS AG (London Branch) Us Legal Support Veritext Legal Solutions Wa&Hf, LLC/Ruizeng An Weican ("Watson") Meng Weiguo Sun Weixiand Ge Well Origin Well Origin Limited Wen Lin Xaio Yan Zhu Xiaobo He Xiaodan Wang Xiaoping Luo Xingyu Yan Xiqiu ("Bob") Fu, (Pastor Fu Or Dr. Fu) Xiqiu Fu Yan Gao Yan Zhao Yang Lan And Wu Zheng Yeliang Xia Yi Li Ying Liu Yua Hua Zhuang Shi Yue Hua Zhu Shi Yunxia Wu Zeichner Ellman & Krause Llp

# **Unsecured Creditors & Other Parties in Interest (cont.)**

Zheng Wu A/K/A Bruno Wu Zhengjun Dong