Guo Wengui / Miles Guo — bankruptcy case · ORDER · ECF #2437-1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF CONNECTICUT BRIDGEPORT DIVISION

In re: : :

HO WAN KWOK, et al., : :

:

Debtors1 :

LUC A. DESPINS, CHAPTER 11 TRUSTEE, :

Plaintiff, :

: v. :

HCHK TECHNOLOGIES, INC., et al., : :

Defendants. :

APPELLANT'S STATEMENT OF ISSUES AND DESIGNATION OF ITEMS TO BE INCLUDED IN THE RECORD ON APPEAL

Appellant G Club Operations LLC ("G Club Operations" or "G Club"), by and through its undersigned counsel, hereby provides, pursuant to Rule 8009 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), this statement of issues to be presented and designation of items to be included in the record on appeal with respect to this appeal to the United States District Court for the District of Connecticut from the Bankruptcy Court's Order, dated November 13,

{00341908.1 } 1 1 The Debtors in these chapter 11 cases are Ho Wan Kwok (last four digits of tax identification number: 9595) (the "Debtor"), Genever Holdings LLC (last four digits of tax identification number: 8202) and Genever Holdings Corporation. The mailing address for the Trustee, Genever Holdings LLC, and the Genever Holdings Corporation is Paul Hastings LLP, 200 Park Avenue, New York, NY 10166 c/o Luc A. Despins, as Trustee for the Estate of Ho Wan Kwok (solely for purposes of notices and communications). Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 2 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 2 of 9

2023, granting the Chapter 11 Trustee's *Motion that G-Club Operations LLC Has Waived any Privilege and Has No Right to Object to Responsiveness. Despins et al. v. HCHK Technologies, Inc. et al.*, No. 23-05013 (Bankr. D. Conn. Jun. 8, 2023) (Dkt No. 179) (the "Order").

1. Did the Bankruptcy Court improperly conclude that outsourcing the storage and maintenance of a company's email results in a blanket waiver of privilege?

2. Did the Bankruptcy Court improperly conclude that a contract for information technology ("IT") managed services, which was part of a larger agreement (the "Master Services Agreement"), is tantamount to permitting the IT service provider to disclose all managed content, including any attorney-client or work product privilege contained therein?

3. Did the Bankruptcy Court improperly conclude that the Master Services Agreement resulted in the service provider's unfettered and indiscriminate possession, custody, and control of G Club Operations' managed content, including content protected by the attorney-client and work product privilege?

4. Did the Bankruptcy Court improperly conclude that such an agreement with a managed services provider was an intentional and knowing waiver of the attorney-client and work product privilege?

5. Did the Bankruptcy Court err in concluding that all managed contents covered by the agreement constituted a blanket waiver of the attorney-client and work product privilege without allowing for a document-by-document analysis prior to disclosure of such content?

6. Did the Bankruptcy Court violate G Club Operations' rights by ordering it to produce a privilege log and then subsequently ignoring the privilege log? Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 3 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 3 of 9

7. Did the Bankruptcy Court violate G Club Operations' rights by linking the issue of privilege waiver to the alleged failure to object to the appointment of an Assignee of HCHK Technologies and a proposed sale to G News Operations LLC, when the Bankruptcy Court issued a temporary restraining order on June 12, 2023 that restrained and enjoined the relevant parties from commencing or continuing the Assignment Proceedings (or any other judicial, administrative, or other actions or proceedings with respect to the HCHK Entities and/or their assets), including the Interim Management Agreement ("IMA") with G News Operations LLC?

8. Did the Bankruptcy Court improperly rely on the unproven, never litigated assertion, that G Club Operations is owned by the Debtor to support its finding that there effectively is no privilege that G Club Operations – a separate corporate entity – can assert with respect to the Trustee, standing in the Debtor's shoes?

G Club Operations hereby designates the following items to be included in the record on appeal, which includes any and all exhibits, documents, supplements, and addenda attached thereto and filed therewith and all documents incorporated by reference therein:

1 6/8/2023 Complaint REDACTED (91 (Declaratory judgment)) (11 (Recovery of money/property - 542 turnover of property)) (71 (Injunctive relief -reinstatement of stay)) (02 (Other (e.g. other actions that would have been brought in state court if unrelated to bankruptcy))) by Chapter 11 Trustee Luc A. Despins against HCHK Technologies, Inc., HCHK Property Management, Inc., 1 (AP)

2 Docket numbers reference the main proceeding, In Re Ho Wan Kwok, No. 22-50073 (Bankr. D. Conn. Feb. 15, 2022) (the "Main") or the adversary proceeding captioned Despins et al v. HCHK Technologies, Inc. et al, No. 23-05013 (Bankr. D. Conn. Jun. 8, 2023) (the "AP"). Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 4 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 4 of 9

Lexington Property and Staffing, Inc. , Holy City Hong Kong Ventures, LTD., Anthony DiBattista, Yvette Wang, Brian Hofmeister. (Attachments: Exhibits 1

2 6/8/2023 Complaint Unredacted Filed Under Seal by Chapter 11 Trustee Luc A. Despins, Plaintiff 2 (AP) 3 6/8/2023 Emergency Ex Parte Motion for Temporary Restraining Order and Preliminary Injunction by Chapter 11 Trustee Luc A. Despins, Plaintiff 4 (AP) 4 6/8/2023 Affidavit of Chapter 11 Trustee Luc A. Despins,

5 6/8/2023 Certification of Douglass E. Barron 6 (AP) 6 6/9/2023 Supplemental Emergency Ex Parte Motion of Chapter 11 Trustee for Temporary Restraining Order and Preliminary Injunction by Chapter 11 Trustee Luc A.

7 6/9/2023 Affidavit of Chapter 11 Trustee Luc A. Despins,

8 6/9/2023 Certification of Douglass E. Barron 16 (AP) 9 6/12/2023 Order Granting in part Emergency Ex Parte Motion for Temporary Restraining Order and Preliminary

10 6/23/2023 Motion to Compromise Controversy with Brian W. Hofmeister as Assignee for the Benefit of Creditors of HCHK Entities Under New York Court Assignment Proceedings, 3131 Princeton Pike Building 5, Suite 110 Lawrenceville, NJ 08648 Filed by Patrick R. Linsey on behalf of Luc A. Despins, Plaintiff 25 (AP)

11 7/5/2023 Notice of Position Regarding 9019 Motion and Proposed Order by G Club Operations, LLC Interested

12 7/5/2023 U.S. Trustee's Limited Objection to Settlement Motion

13 7/5/2023 Objection Filed by Gregory F. Arcaro on behalf of G News Operations, LLC Real Party In Interest 37 (AP) 14 7/6/2023 Objection of Shin Hsin Yu, 1332156 B.C. LTD,

Limited and Japan Himalaya League, Inc. to Chapter 11 Trustee's Motion, Pursuant to Bankruptcy Rule 9019, regarding Settlement with Assignee of HCHK entities under New York Court

Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 5 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 5 of 9

Item Docket Docket Entry/Description Docket

15 7/6/2023 Objection (Letter) Filed by Joshua I. Sherman, 41 (AP) Interested Party (RE: 25 Motion to Compromise Controversy with Brian W. Hofmeister as Assignee for the Benefit of Creditors of HCHK Entities Under New York Court Assignment Proceedings, 3131 Princeton Pike Building 5, Suite 110 Lawrenceville, NJ 08648) 16 7/7/2023 Reply in Support of Motion to Approve Compromise 45 (AP) and to Responses to Motion filed by Plaintiff 17 7/7/2023 Response Brief Brian W. Hofmeister, Assignee by 46 (AP)

18 7/13/2023 Proposed Order Requested by Judge 55 (AP)

19 7/14/2023 Objection to Revised Proposed Order filed at Main 58 (AP) Case, ECF 2004 by 1332156 B.C. LTD, GWGOPNZ Limited, Japan Himalaya League, Inc., Shin Hsin Yu 20 7/14/2023 U.S. Trustee's Objection to Revised Proposed Order 2006 (Main)

21 7/14/2023 Supplemental Document Supplemental Notice to 2007 (Main) Modify the Revised Proposed Order Relating to Motion, Pursuant to Rule 9019, Re: Settlement with Assignee of HCHK Entities by G Club Operations,

22 7/17/2023 Motion to Intervene by 1332156 B.C. LTD, 60 (AP) GWGOPNZ Limited, Japan Himalaya League, Inc.,

23 7/28/2023 Order Approving Pursuant to Bankruptcy Rule 9019, 70 (AP) Chapter 11 Trustee's Settlement with Assignee of HCHK Entities Under New York Court Assignment 2038

24 8/11/2023 Memorandum of Law in Support of Chapter 11 86 (AP) Trustee's Argument that G-Club Operations LLC has Waived any Privilege and has no Right to Object to Responsiveness as to G-Club Documents Turned Over from the Assignee of HCHK Technologies, Inc. to the Trustee Pursuant to Bankruptcy Rule 9019 Settlement

25 8/11/2023 Motion to Seal (RE: related document(s) 86 87 (AP) Memorandum of Law). Chapter 11 Trustee's Motion to

Memorandum of Law in Support of Chapter 11 Trustee's Argument that G-Club Operations LLC has Waived any Privilege and has no Right to Object to Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 6 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 6 of 9

Responsiveness as to G-Club Documents Turned Over from the Assignee of HCHK Technologies, Inc. to the Trustee Pursuant to Bankruptcy Rule by Plaintiff 26 8/18/2023 Order Granting Chapter 11 Trustee's Motion to File Complete, Unredacted Version of (A) Memorandum of Law in Support of Chapter 11 Trustee's Argument that G-Club Operations LLC has waived any Privilege and has no right to Object to Responsiveness as to G-Club Documents turned over from the Assignee of HCHK Technologies, Inc. to the Trustee Pursuant to Bankruptcy Rule 9019 Settlement Agreement and (B) Certain Exhibits Thereto, Under Seal 96 (AP) 27 9/26/2023 Notice of Proposed Supplemental Order Regarding G Club Documents Pursuant to Order Approving Chapter 11 Trustee's Settlement with Assignee of HCHK

28 9/26/2023 Objection to Proposed Supplemental Order [filed in Adv. Proceeding 23-05013, Dkt. 130] by G Club

29 9/28/2023 Order Sustaining in Part Objection to Proposed

30 9/29/2023 Objection /Response to Trustee's Memorandum Challenging G Club's Privilege Assertions in Documents in HCHK's Possession and Opposition to the Trustee's Related Proposed Order Filed by G Club

31 10/20/2023 Order Scheduling Hearing Regarding G Club

32 11/13/2023 Order Granting Motion for Order Requiring Production

33 11/15/2023 Notice of Appeal Filed by G Club Operations, LLC 189 (AP)

34 11/16/2023 Transmittal of Notice of Appeal to U.S. District Court. Interested Party G Club Operations, LLC, docketed the

35 11/15/2023 Motion to Stay Pending Appeal Filed by G Club Operations, LLC, Interested Party 2338 (Main) Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 7 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 7 of 9

Item Docket Docket Entry/Description Docket

36 11/15/2023 Motion to Expedite Hearing on Emergency Motion to 2340 (Main) Stay Pending Appeal filed by G Club Operations, LLC,

37 11/15/23 Response filed on behalf of Luc. A Despins Chapter 11 2341 (Main) Trustee to G Club Operations LLC's Motion to

38 11/16/2023 Notice of G Club Operations LLC's Emergency Motion 2344 (Main) to Stay Pending Appeal Pursuant to Bankruptcy Rule

39 11/16/2023 Order Denying Motion to Stay Pending Appeal and Ex 193 (AP)

Motion to Expedite Hearing on Motion to Stay

Item Docket Entry Docket Entry/Description Docket

40 7/21/2023 Transcript of hearing held on 7/11/2023 62 (AP)

41 7/24/2023 Transcript of hearing held on 7/18/2023 2030 (Main) 43 11/2/2023 Transcript of hearing held on 10/24/2023 168 (AP)

Pursuant to Rule 8009(b)(1) of the Federal Rules of Bankruptcy Procedure, G Club

Operations hereby certifies that all relevant transcripts have been ordered and are listed in the

foregoing designation of the record.

G Club Operations expressly reserves its right to supplement this designation. Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 8 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 8 of 9

By: /s/ Kellianne Baranowsky GREEN & SKLARZ LLC Jeffrey M. Sklarz Kellianne Baranowsky One Audubon St, 3rd Floor New Haven, CT 06511 Tel: 203-285-8545 jsklarz@gs-lawfirm.com kbaranowsky@gs-lawfirm.com

> PILLSBURY WINTHROP SHAW PITTMAN LLP Carolina A. Fornos (pro hac vice) 31 West 52nd Street New York, NY 10019 Tel: 212-858-1558 carolina.fornos@pillsburylaw.com

Case 22-50073 Doc 2398 Filed 11/29/23 Entered 11/29/23 19:51:31 Page 9 of 9 Case 22-50073 Doc 2437-1 Filed 12/15/23 Entered 12/15/23 16:29:47 Page 9 of 9

I hereby certify that on the date set forth below, a copy of the foregoing was served via CM/ECF. Parties may access this filing through the Court's CM/ECF system.

Date: November 29, 2023 /s/ Kellianne Baranowsky