Guo Wengui / Miles Guo — bankruptcy case · TRANSCRIPT · ECF #1250

UNITED STATES BANKRUPTCY COURT DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION In Re \* Case No. 22-50073 (JAM) \* HO WAN KWOK, \* Bridgeport, Connecticut \* September 13, 2022 Debtor. \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* \* TRANSCRIPT OF MOTION FOR ODER BEFORE THE HONORABLE JULIE A. MANNING UNITED STATES BANKRUPTCY JUDGE APPEARANCES: For the Debtor: AARON ROMNEY, ESQ. JAMES MORIARTY, ESQ. Zeisler & Zeisler, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 For the Creditor, Pacific PETER FRIEDMAN, ESQ. Alliance Asia Opportunity O'Melveny & Myers LLP Fund L.P.: Times Square Tower 7 Times Square New York, NY 10036 ANNECCA SMITH, ESQ. Robinson & Cole 28 Trumbull Street Hartford, CT 06103 For the Chapter 11 Trustee: NICHOLAS A. BASSETT, ESQ. Paul Hastings LLP 200 Park Avenue New York, NY 10166 Proceedings recorded by electronic sound recording, transcript produced by transcription service. **Fiore Reporting and Transcription Service, Inc. 4 Research Drive, Suite 402 Shelton, Connecticut 06484 (203)929-9992**

APPEARANCES Cont'd: For the Chapter 11 PATRICK R. LINSEY, ESQ. Trustee: Neubert Pepe & Monteith, PC 195 Church Street New Haven, CT 06510 Chapter 11 Trustee: LUC A. DESPINS, ESQ. Paul Hastings LLP 200 Park Avenue New York, NY 10166 For the Creditors Committee: IRVE GOLDMAN, ESQ. Pullman & Comley 850 Main Street Bridgeport, CT 06601 For the U.S. Trustee: HOLLEY L. CLAIBORN, ESQ. Office of the United States Trustee The Giaimo Federal Building 150 Court Street, Room 302 New Haven, CT 06510 For the Creditor, JAY MARSHALL WOLMAN, ESQ. Logan Cheng: Randazza Legal Group, PLLC 100 Pearl Street, 14th Floor Hartford, CT 06103

(Proceedings commenced at 3:32 p.m.) THE COURTROOM DEPUTY: Case Number 22-50073, Ho Wan Kwok. THE COURT: Okay. Good afternoon. If we could have appearances for the record, beginning with the Chapter 11 trustee, please? MR. DESPINS: Good afternoon, Your Honor. Luc Despins, Chapter 11 trustee. MR. BASSETT: Good afternoon, Your Honor. Nick Bassett, from Paul Hastings, on behalf of the Chapter 11 trustee. MR. LINSEY: Good afternoon, Your Honor. Patrick Linsey for the trustee. THE COURT: Attorney Friedman? MR. FRIEDMAN: Good afternoon, Your Honor. Peter Friedman, from O'Melveny and Myers, on behalf of PAX. I also see Ms. Smith with the Robinson Cole firm. Annecca Smith with the Robinson Cole firm on behalf of PAX. THE COURT: Thank you. MR. GOLDMAN: Good afternoon, Your Honor -- good afternoon, Your Honor. Irve Goldman, Pullman and Comley, for the Creditor's Committee. THE COURT: Good afternoon. And then counsel for the debtor? MR. ROMNEY: Good afternoon, Your Honor. Aaron

| 1 | Romney, Zeisler and Zeisler, for the debtor. | |----|--------------------------------------------------------------| | 2 | MR. MORIARTY:<br>Good afternoon, Your Honor.<br>James | | 3 | Moriarty, Zeisler and Zeisler, on behalf of the debtor. | | 4 | THE COURT:<br>Good afternoon.<br>Attorney Wolman? | | 5 | MR. WOLMAN:<br>Good afternoon, Your Honor.<br>Jay | | 6 | Wolman, of Randazza Legal Group, for creditor, Logan Cheng. | | 7 | THE COURT:<br>Good afternoon. | | 8 | MS. CLAIBORN:<br>And, Your Honor, Holley Claiborn | | 9 | for the U.S. Trustee, present in the courtroom. | | 10 | THE COURT:<br>Good afternoon.<br>Attorney Claiborn was | | 11 | here on several other matters today so she stayed here to be | | 12 | in the courtroom as opposed to possibly being in transit | | 13 | when the hearing started. | | 14 | So in any event, I haven't -- all I know is | | 15 | something was just filed.<br>Is it a consent order? | | 16 | MR. BASSETT:<br>It is, Your Honor. | | 17 | THE COURT:<br>Okay.<br>Great.<br>Let me open it up. | | 18 | Okay.<br>I see in Paragraph 7 of the consent order | | 19 | that was just filed on the docket about six minutes ago, | | 20 | that Paragraph 7 -- the time frame has changed with regard | | 21 | to the production of documents, and subject to the right to | | 22 | make a good faith -- to make a motion in good faith for a | | 23 | reasonable extension of time, to log all such documents in | | 24 | accordance with the requirements of District of Connecticut | | 25 | Local Rule of Civil Procedure 26(e). |

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And then there's a footnote. I'm not sure if that footnote was in the prior version, but maybe it was. MR. BASSETT: It was, Your Honor. THE COURT: Okay. Thank you. MR. BASSETT: And, Your Honor, if helpful, I mean, I can just give you a brief overview. THE COURT: Sure. Go ahead. MR. BASSETT: Nick Bassett. Nick Bassett, from Paul Hastings, on behalf of the Chapter 11 trustee. We worked with Attorney Romney over the last 24 hours to try to come to a resolution, and obviously happy to report that we have. We appreciate his efforts and everyone else's in that regard. But the changes to the order that we submitted are really pretty minor. I mean, there are some wording changes in other parts of the order that we were -- that we ultimately, you know, were able to come to an agreement on. I don't know, since this is on consent, if the Court wants me to go through every single wording change. As it relates to Paragraph 7, you are correct, Your Honor. We did address the time production issue per the Court's instructions. You highlighted that. The other change in that paragraph, consistent with the discussion we had with Your Honor, is that the time for seeking relief on an expedited basis instead of four

days to respond to a motion with a reply two days thereafter. It's now eight days with a reply of four days thereafter, so we did in fact meet in the middle on that. And then, you know, otherwise really there are just some wording changes that we made to other paragraphs. But in terms of what we discussed at the last hearing, those are -- you know, those are the key adjustments that were made to that Paragraph 7. THE COURT: The only thing I see in Paragraph 7 that I mentioned yesterday that looks like it's still there is in the fourth line. It says, "Then 1, the debtor or his counsel." MR. BASSETT: You know what, Your Honor? That may be -- that may be our mistake because you very clearly asked for that change and I think we just were focused on our differences and failed to -- THE COURT: Sure. MR. BASSETT: -- failed to implement it, but we're happy to make that adjustment and submit a Word version of the revised order. THE COURT: That would be helpful. MR. ROMNEY: The intention certainly -- I'm sorry, Your Honor. THE COURT: Go ahead, Attorney Romney. MR. ROMNEY: The intent was certainly not that the

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debtor would be filing any pro se, documents regarding this issue. It was -- it was distinguishing between myself and my colleagues, debtor's counsel versus prior counsel that had been served with a subpoena, and Attorney Bassett is correct, we -- in trying to resolve our differences, we neglected to fix that issue and I'm sure we can take care of that as soon as we adjourn. THE COURT: If the document is submitted in Word format to the courtroom deputy box, we can make that change. All it's going to change to is the debtor's counsel and the words, as applicable, will be deleted. Okay? MR. ROMNEY: Understood. MR. BASSETT: We will get you the (indiscernible) Your Honor. THE COURT: Okay. Thank you. And then -- so because the changes that were made in 7 are now on consent, then Paragraph 8 falls into place as well because it has the same time frames and issues regarding expedited review, correct? MR. BASSETT: That's correct, Your Honor. MR. ROMNEY: Correct, Your Honor. THE COURT: And then there were no changes -- I don't think there were any changes to Paragraph 9 at -- other than what we discussed yesterday. MR. ROMNEY: That's correct. Paragraph 9 was in

agreement as of yesterday, Your Honor. THE COURT: Right. MR. ROMNEY: And there were no changes to it since then. THE COURT: Okay. All right. Well, the consent order looks good to me. I obviously appreciate all the efforts of the parties in resolving this matter to this point, and we -- and the consent order will enter with that minor change noted on the record, and is there anything else that we should address this afternoon with regard to this issue? MR. DESPINS: Your Honor, sorry to interrupt. Luc Despins, Chapter 11 Trustee. So two minor matters. The first one is I just want to make this comment, and I think it's pretty clear, but just to avoid any, you know, any disputes later, you know, the trustee would not have agreed with these various changes but for the fact that people understand that this order contains, you know, built-in procedures that will be followed, and that no appeals will issue from that process. So I think that's important. The second point -- and I don't think we need to put that in the order. I think it's obvious, but I wanted to state it anyway. The second point is -- and I'm sorry, I don't want

to abuse the privilege, but we don't have a status conference for a little while now, so I just wanted to put back in front of Your Honor, the Ace Decade thing. Again, not for a ruling, but at this point they've had like, more than two weeks' advanced notice of the fact that will want the information about these two companies, Ace Decade and its subsidiary. So we just want to make sure it's on top of your file. And I know your file is very thick and you have a lot of things to cover, but I just want to make sure that was -- that's -- that remains on top of that file. Thank you, Your Honor. THE COURT: Thank you. And I will note for the record, that after you -- Trustee Despins raised the issue yesterday, I did review the document that you filed on the docket that was the testimony of Mr. Kwok during a continued 341 meeting on April 6th, 2022, I believe. I believe I'm correct on that date. And that Mr. Kwok testified that he owned Ace, the Ace entity, which I believe is also a plaintiff in the UBS litigation. Is that correct? MR. DESPINS: That's correct, Your Honor. THE COURT: Okay. MR. DESPINS: And is a 100 percent parent of the other company called Dawn State. THE COURT: Okay. So you are looking for -- you

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sent a letter, which I don't -- Trustee Despins, the letter you're talking about when you requested the turnover of that information, is that on the docket of this case? I'm not saying it should be, I'm just asking. MR. DESPINS: No, Your Honor. No. No, it's not, Your Honor. THE COURT: Okay. MR. DESPINS: But basically the letter said, pursuant to the corporate governance order, please respond just by Tuesday of -- it was Tuesday of last week, as to the -- you know, why we're not getting -- why we should not be getting the shares and the corporate governance documents with respect to these two entities. Mr. Henzy said he needed more time. Your Honor said -- took it under advisement. So at this point, we're only asking for the Court to give them a short, you know, time period by which to respond. I'm not asking you to rule on the merits. Maybe they'll raise something that would make what we all think to be the case wrong, but the point is, they need to get on with it and give us a response. That's all we're asking for. THE COURT: Understood. Attorney Romney or Attorney Moriarty, do you have any response with regard to the Ace entity issue and the turnover of the information to

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the trustee at this time? If you don't, that's fine. I am just asking you while we're all here today. MR. ROMNEY: Thank you, Your Honor. For the record, Aaron Romney, Zeisler and Zeisler. Mr. Henzy is handling that matter. Him and Attorney Kindseth are in New York currently dealing with an unrelated matter, so I haven't had a chance to discuss the issue with him, so -- this came up on the record yesterday. They'll both be back in Connecticut, I believe Thursday, and I plan to raise this with them. If I can get a hold of them before then, I will. I believe this came up and we had a response date, and Attorney Henzy is handling this matter. I have no knowledge of it other than what's been put on the record at our various hearings. My recollection was there was a date by which we were to respond to that already on the record, so I would ask that that date remain, and if we can respond sooner, we certainly can. I just don't want to speak for Attorney Henzy without him present. THE COURT: I think the date has already passed. MR. DESPINS: No, there was no -- there was no date, Your Honor. THE COURT: I think the date has already passed. MR. DESPINS: Yes, the date passed and it was

Tuesday -- it was Tuesday, the last hearing date. THE COURT: Your September 6th -- MR. DESPINS: Sorry, not the last hearing, but the hearing -- THE COURT: -- I believe. Yeah. MR. DESPINS: Correct. THE COURT: I believe the response date was September 6th, Attorney Romney. And I think that's why the trustee is -- MR. ROMNEY: I had thought there was a -- THE COURT: -- raising the issue. MR. ROMNEY: I had thought there was a date towards the end of the month. I may be conflating issues. There are admittedly a number of them in this case. MR. DESPINS: No, no, there was (indiscernible). MR. ROMNEY: Oh, that -- no, that's correct. I apologize. I -- that is what I was thinking of when I thought there was a date, because it -- what I will -- I just don't want to speak out of turn here because I don't -- I have not had any involvement in the UBS matter or the Ace entity. I can try to get a hold of Attorney Henzy, if you'd like to recess, or we can -- or if the Court wants to schedule a response deadline, obviously we will make sure that it's followed. I just do not have any -- I don't have

any information about that. THE COURT: That's fine. MR. ROMNEY: I've been focused on getting this privilege issue resolved, Your Honor. THE COURT: That's fine. As I said, I -- just since we were all here, I was asking you the question. If you don't have a response right at the moment, that's fine. I will look back at what was said on the record and I -- and I'll take it from there. But I did -- so you know, Attorney Romney, and you can communicate this to your colleagues, I did review what Trustee Despins filed on the docket of the case yesterday, which is the 341 testimony of your client with regard to the ownership of the entity at issue. Okay? MR. ROMNEY: Understood, Your Honor. THE COURT: Okay. Thank you. All right. Well, thank you all for your continued efforts in producing what is now a consent order. Attorney Bassett, when you have a chance to -- and maybe you already have while we've been talking -- email the Word version of the document to the courtroom deputy, we'll make that minor change to Paragraph 7, and then the order can enter. Okay? MR. BASSETT: Absolutely, Your Honor. THE COURT: And I don't -- I'm not even sure when

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our next hearing is, but I think it might be in two weeks or something like that, unless something else comes up before then. So I -- MR. DESPINS: I forget myself. THE COURT: All right. Yeah. I do too. But in any event, I do very much appreciate the efforts of the parties to try to resolve this issue. Yes, do have some hearings on September 27th. I'm looking right now, and I don't know if we have any before then, but in any event we definitely do on the 27th. So we will go from there. Okay? That's only two weeks from today. All right. Is there anything further that we should address while we are together this afternoon? (No audible response) THE COURT: Okay. Hearing none -- nothing, then Attorney Romney, I know you have some timing deadlines this afternoon so the good news is, we're done well before 4:30, and I appreciate the efforts of you and Attorney Bassett, I'm sure in particular. You both worked on this and that order will enter, and then we will -- we'll go from there. Okay? So this is the last -- MR. BASSETT: Thank you very much, Your Honor. THE COURT: Thank you. And this is the last matter on today's calender, so court is adjourned.

| | 15 | |----|-------------------------------------------------------------| | 1 | MR. ROMNEY:<br>Thank you. | | 2 | MR. DESPINS:<br>Thank you, Your Honor. | | 3 | (Proceedings concluded at 3:47 p.m.) | | 4 | I, CHRISTINE FIORE, court-approved transcriber and | | 5 | certified electronic reporter and transcriber, certify that | | 6 | the foregoing is a correct transcript from the official | | 7 | electronic sound recording of the proceedings in the above | | 8 | entitled matter. | | 9 | | | 10 | | | 11 | December 19, 2022 | | 12 | Christine Fiore, CERT | | 13 | Transcriber | | 14 | | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 21 | | | 22 | | | 23 | | | | | | | | | | |