Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #1082-2

Ho Wan Kwok 373 Taconic Road Greenwich, Connecticut 06831

November 10, 2022

Ms. Yanping (Yvette) Wang Ace Decade Holdings Limited

Via personal delivery

#### Re: In re Ho Wan Kwok, Case No. 22-50073 (JAM) Chapter 11 Trustee's Demand for Transfer of Shares of Ace Decade Holdings Limited

Dear Ms. Wang:

I am the Debtor in the above-referenced bankruptcy case pending in the United States Bankruptcy Court for the District of Connecticut. The appointed Chapter 11 Trustee, Luc A. Despins (the "Trustee"), has obtained an order from the Bankruptcy Court confirming that he holds all of the economic and corporate governance rights in entities that I control. The Trustee believes that I control Ace Decade Holdings Limited ("Ace Decade") and is requiring that I utilize that perceived control to direct you to execute the attached Share Transfer Instrument and Share Transfer Resolution. Therefore, in compliance with the Trustee's demands and to the extent that I may have any authority over Ace Decade, I hereby direct you to execute the attached Share Transfer Instrument and Share Transfer Resolution.

Very truly yours.

Ho Wan Kwok

Enc.

### **ACE DECADE HOLDINGS LIMITED incorporated in the British Virgin Islands Company No. 1828656** (the *Company*)

#### **SHARE TRANSFER INSTRUMENT**

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I, Yanping (Yvette) Wang, of [*insert address*] (the *Transferor*) DO HEREBY transfer to **Luc A.**

**Despins, solely in his capacity as trustee in the chapter 11 case of Ho Wan Kwok**, of 200

Park Avenue, New York, New York 10166 (the *Transferee*), all shares of the Company standing

)

in my name in the share register of the Company.

This share transfer instrument is governed by British Virgin Islands law.

As witness the hand of the Transferor this \_\_\_\_\_ day of November, 2022.

Executed by ) **Yanping (Yvette) Wang** ) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**This share transfer instrument is not subject to stamp duty in the British Virgin Islands unless the Company or its direct or indirect subsidiaries holds real property within the British Virgin Islands. The Company will not treat the Transferee as the registered holder of any shares until the name of the Transferee has been entered in the share register of the Company.**

# **ACE DECADE HOLDINGS LIMITED incorporated in the British Virgin Islands Company No. 1828656** (the *Company*)

# WRITTEN RESOLUTIONS OF THE SOLE DIRECTOR OF THE COMPANY

WHEREAS the Company has received a share transfer dated November \_\_, 2022 relating to the transfer of all shares in the capital of the Company (the *Shares*) executed by Yanping (Yvette) Wang in favour of Luc A. Despins, solely in his capacity as trustee in the chapter 11 case of Ho Wan Kwok, of 200 Park Avenue, New York, New York 10166 (the *Transferee*), together with a certificate representing the Shares (the *Certificate*).

I, the undersigned, being the sole director of the Company, DO HEREBY ADOPT the following resolutions:

1. the transfer of the Shares be and is hereby approved;

2. the Certificate be and is hereby cancelled;

3. a new certificate relating to the Shares and signed by the director of the Company be issued under the common seal of the Company to the Transferee;

4. the registered agent of the Company be and is hereby authorised and directed to update the Company's share register; and

5. any of the foregoing which have been done on or before the date hereof be and are hereby adopted, ratified, confirmed and approved.

Yanping (Yvette) Wang hereby confirms that she is the Transferor and therefore has an interest in and connection with the transactions contemplated by these resolutions.

I have executed this director's resolution this \_\_ day of November 2022.

Yanping (Yvette) Wang – Director

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